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EXHIBIT 10.6
AGREEMENT
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THIS AGREEMENT is made and entered into this _____ day of________,
2000, by and between the PREMIERWEST BANCORP, an Oregon corporation, BANK OF
SOUTHERN OREGON, an Oregon-chartered bank and corporation, and Xxxx Xxxx,
hereinafter referred to as "EMPLOYEE";
W I T N E S S E T H:
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R E C I T A L S :
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1. PREMIERWEST BANCORP and BANK OF SOUTHERN OREGON are parties to an
Agreement and Plan of Merger and Share Exchange with United Bancorp, an Oregon
corporation, and Xxxxxxx National Bank, a national bank and wholly owned
subsidiary of United Bancorp, which agreement is dated as of October 7, 1999,
and amended as of December 14, 1999. Under the Agreement and Plan of Share
Exchange. (i) BANK OF SOUTHERN OREGON will become a wholly owned subsidiary of
PREMIERWEST BANCORP and shareholders of BANK OF SOUTHERN OREGON will instead be
and become shareholders of PREMIERWEST BANCORP; (ii) BANK OF SOUTHERN OREGON
will change its name to "PremierWest Bank" effective upon completion of the
holding company reorganization and the other transactions contemplated by the
Agreement and Plan of Merger and Share Exchange; (iii) United Bancorp will merge
with and into PREMIERWEST BANCORP; and (iv) Xxxxxxx National Bank will merge
with and into BANK OF SOUTHERN OREGON.
2. EMPLOYEE has the necessary expertise and experience and is willing
to serve as the Executive Vice President/Chief Administrative Officer of the
BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP.
For the reasons recited above and in consideration of the following
mutual promises and covenants, the parties hereby agree as follows:
SECTION ONE
EMPLOYMENT
BANK of SOUTHERN OREGON and PREMIERWEST BANCORP hereby employs EMPLOYEE
to act as the Executive Vice President/Chief Administrative Officer of BANK OF
SOUTHERN OREGON and PREMIER WEST BANCORP. EMPLOYEE hereby accepts such
employment upon the terms and conditions hereinafter set forth. This Agreement
supersedes and extinguishes any rights that EMPLOYEE has or may have under the
change of control retention agreement between EMPLOYEE and United Bancorp and
Xxxxxxx National Bank.
SECTION TWO
TERMS OF EMPLOYMENT
The term of employment shall begin on the date in the year 2000 that
the acquisition of United Bancorp by PREMIERWEST BANCORP becomes effective under
the terms of the Agreement and Plan of Merger and Share Exchange and shall
extend for two (2) years thereafter unless sooner terminated as provided for
herein. This Agreement shall not be effective if the acquisition of United
Bancorp by PREMIERWEST BANCORP does not become effective under the Agreement and
Plan of Merger and Share Exchange during the year 2000.
SECTION THREE
COMPENSATION
For all the services to be rendered by EMPLOYEE to BANK OF SOUTHERN
OREGON and PREMIERWEST BANCORP, in any capacity, including those services
provided as Executive Vice President/Chief Administrative Officer or any other
duties of similar nature assigned to EMPLOYEE by the directors of BANK OF
SOUTHERN OREGON and/or PREMIERWEST BANCORP, BANK OF SOUTHERN OREGON and
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PREMIERWEST BANCORP agrees to pay EMPLOYEE a salary of $140,000 per year for the
two-year term of this Agreement. This shall be referred to as the "basic
salary". Such basic salary shall be paid to EMPLOYEE in semimonthly installments
of $5,833.34 on the 15th of each month and on the last day of each month. The
first such semimonthly installment of $5,833.34 shall be paid on the 15th of the
first month in the year 2000 that the term of this Agreement commences and the
same bi-monthly installments of $5,833.34 shall be paid thereafter during the
term of this Agreement. EMPLOYEE's initial salary payment shall be prorated.
SECTION FOUR
DUTIES
EMPLOYEE accepts employment with BANK OF SOUTHERN OREGON and
PREMIERWEST BANCORP on the terms and conditions set forth in this Agreement, and
agrees to devote his full time employment to the performance of his duties under
this Agreement. Such duties include, but are not limited to: 1) all data
processing functions including, but not limited to, ATM, internet banking,
mainframe processing, proof processing, communications, liaison for bank
operations; 2) property management, purchasing and supplies; and 3) customer
service.
EMPLOYEE shall perform such specific duties and shall exercise such
specific authority as may be assigned to EMPLOYEE from time to time by the Board
of Directors of BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP. In performing
such duties, EMPLOYEE shall be subject to the direction and control of the
Executive Management of BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP.
EMPLOYEE further agrees that in all aspects of such employment EMPLOYEE shall
comply with all applicable laws and regulations and with the policies of BANK OF
SOUTHERN OREGON and PREMIERWEST BANCORP from time to time established and shall
perform his duties faithfully, intelligently and honestly to the best of his
ability and in the best interest of BANK OF SOUTHERN OREGON and PREMIERWEST
BANCORP.
SECTION FIVE
ADDITIONAL BENEFITS
In addition to the basic salary set forth above Bank agrees to provide
EMPLOYEE with the following benefits:
A. EMPLOYEE will receive fringe benefits offered to BANK OF SOUTHERN
OREGON and PREMIERWEST BANCORP employees. These include health insurance
coverage, participation in incentive compensation and 401(k) plans, sick leave
benefits and paid vacation benefits. The terms and conditions of such benefits
shall be as established from time to time by the board of directors of BANK OF
SOUTHERN OREGON and PREMIERWEST BANCORP. Notwithstanding the foregoing, EMPLOYEE
will be allowed not less than four weeks of paid vacation per year on the terms
and conditions provided in BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP's
vacation pay benefit plan. EMPLOYEE will be evaluated for possible bonus
concurrently with other executives.
B. In accordance with its policies and procedures established from time
to time by its board of directors, BANK OF SOUTHERN OREGON and PREMIERWEST
BANCORP will reimburse EMPLOYEE for reasonable business expenses, including
travel expenses.
C. EMPLOYEE is currently utilizing vehicle provided to him by employer.
When said car is in need of replacement, as determined in the sole discretion by
BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP, BANK OF SOUTHERN OREGON and
PREMIERWEST BANCORP will purchase a vehicle for use by EMPLOYEE during the term
of his employment. The vehicle shall have a maximum cost of $35,000.00. BANK OF
SOUTHERN OREGON and PREMIERWEST BANCORP will pay all expenses associated with
the maintenance, repair and operation of the vehicle, including insurance
coverage. EMPLOYEE's year end W-2 will include the value of the personal use of
the vehicle as required by IRS regulations.
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SECTION SIX
TERMINATION
1) EMPLOYEE acknowledges that he is an "at will" employee and that he may be
dismissed at any time, with or without cause, for any reason whatsoever.
EMPLOYEE may terminate this Agreement, at any time, for any reason whatsoever,
upon written notice to BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP. For the
purposes of this Agreement, termination of EMPLOYEE's employment by BANK OF
SOUTHERN OREGON and PREMIERWEST BANCORP for cause shall include, but is not
limited to, the following:
A. EMPLOYEE fails or refuses to comply with the policies, standards,
and regulations of BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP as
established by the Board of Directors from time to time.
B. EMPLOYEE commits an act of insubordination, fraud, dishonesty,
material misconduct, gross negligence, gross neglect of his duties, continued
and repeated insobriety, or conviction of any crime constituting a felony;
C. Conduct which is seriously prejudicial to BANK OF SOUTHERN OREGON
and PREMIERWEST BANCORP including, but not limited to, neglect of duty or breach
of this Agreement.
D. EMPLOYEE suffers a permanent disability. For the purposes of this
Agreement "permanent disability" shall be defined as EMPLOYEE's inability due to
physical or mental illness, or other cause, to perform the essential job
functions and duties of EMPLOYEE under this Agreement for a period of 90 days.
Permanent disability shall be determined by a licensed physician hired by BANK
OF SOUTHERN OREGON and PREMIERWEST BANCORP.
E. The death of EMPLOYEE. In the event of the death of EMPLOYEE, BANK
OF SOUTHERN OREGON and PREMIERWEST BANCORP shall pay to EMPLOYEE's estate the
salary which would be otherwise payable to EMPLOYEE through the end of the month
in the month in which EMPLOYEE's death occurs.
F. A violation of the State of Oregon or Federal Banking Rules and
Regulations of such a nature as to disqualify EMPLOYEE from his duties as set
forth herein.
In the event EMPLOYEE is terminated from employment by BANK OF SOUTHERN
OREGON and PREMIERWEST BANCORP for cause, or in the event EMPLOYEE quits the
employment of BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP without cause,
then EMPLOYEE will not be entitled to any severance pay or other benefits
following the date of termination.
2) For the purposes of this Agreement, termination by EMPLOYEE for cause shall
include, but is not limited to, the following:
A. EMPLOYEE suffering a permanent disability as defined above.
B. EMPLOYEE is required by the Board of Directors of Bank to perform
any illegal or fraudulent act.
C. A breach by BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP of the
provisions of this Agreement.
3) In the event (1) EMPLOYEE's employment is not renewed at the expiration of
this agreement; (2) EMPLOYEE is terminated by Bank without cause; or (3)
EMPLOYEE quits with or without cause; then EMPLOYEE shall be entitled to the
following benefits:
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A. The payment of $8,333.34 per month for the 12 months following the
date of termination. Said payments shall be paid semimonthly in accordance with
BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP's customary payroll practices
and deductions shall be made by BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP
as required by law. In the event EMPLOYEE dies before receiving all severance
payments provided for herein, such remaining payments, if any, shall be paid to
EMPLOYEE's estate or heirs at law as the case may be.
B. In the event of a sale or change of control of the BANK OF SOUTHERN
OREGON and PREMIERWEST BANCORP, the guaranteed payment will be reduced by the
amounts received by EMPLOYEE through non-competition payments and/or other
benefits and payments made by the succeeding or acquiring entity. EMPLOYEE will
be entitled to any additional compensation received by EMPLOYEE after credit to
BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP for guaranteed payments.
C. Payment of these benefits is contingent upon EMPLOYEE signing a
complete release of liability to BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP
for termination of his employment and all claims arising through the date of
termination of his employment, said release to be in the form attached hereto as
Exhibit "A". Notwithstanding the above, if EMPLOYEE goes to work for or consults
with another entity which is in competition with BANK OF SOUTHERN OREGON and
PREMIERWEST BANCORP, then BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP will
not be required to make any further payments hereunder unless EMPLOYEE's
competitive work or consultation is not primarily located in Xxxxxxx or Xxxxxxx
County and does not result in the disclosure or utilization of any information
relating to customer lists, prices, secrets, advertising, loans, accounts, or
any other confidential information, knowledge or secrets that EMPLOYEE acquired
from BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP or any of its affiliates or
subsidiaries.
SECTION SEVEN
NOTICES
Written notice shall be deemed to have been received by the respective
parties when mailed by both first class and certified mail, return receipt
requested to the following addresses:
BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP
X.X. Xxx 00
Xxxxxxx, XX 00000
EMPLOYEE
P. O. Xxx 0000
Xxxxxxxx, XX 00000
These addresses will remain in effect until the respective party has
notified the other in writing of a change of address.
SECTION EIGHT
RESTRICTIONS
In the event EMPLOYEE's employment is terminated for any reason or no
reason at all or if EMPLOYEE's employment is not extended upon the expiration of
the term of this Agreement, for a period of one (1) year after such termination
or expiration of this agreement, EMPLOYEE agrees that the following restrictions
and limitations shall apply to him:
A. EMPLOYEE will not, on behalf of himself or on behalf of any other
person, firm, corporation, limited liability company or any other entity, call
on any of the customers of BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP in
any county where BANK OF SOUTHERN OREGON and PREMIERWEST
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BANCORP maintains an office or branch, or of any of its affiliates or
subsidiaries for the purpose of soliciting services and/or providing to any of
the customers any banking services or other products or services provided by
BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP, nor will he, in any way,
directly or indirectly, for himself or on behalf of any other person, firm,
corporation, limited liability company or other entity, solicit, divert or take
away any customer of BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP, its
affiliates or subsidiaries. For the purposes of this Agreement the phrase "call
on" includes, but is not limited to, contacting a customer in person, by
telephone, by facsimile transmission, by letter, by electronic transmission or
by any other means calculated to make contact with such customer of BANK OF
SOUTHERN OREGON and PREMIERWEST BANCORP.
B. EMPLOYEE will not, on behalf of himself or on behalf of any other
person, firm, corporation, limited liability company or any other entity,
solicit or hire any of the employees of BANK OF SOUTHERN OREGON and PREMIERWEST
BANCORP or any of its affiliates or subsidiaries.
C. EMPLOYEE will not, directly or indirectly (1) be employed with; (2)
be a partner, officer, member, or director of; or (3) own any interest in; any
banking business or in any other business that competes with a business
conducted by BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP within Xxxxxxx and
Xxxxxxx Counties of the State of Oregon and in any other county in which BANK OF
SOUTHERN OREGON and PREMIERWEST BANCORP maintains a full service branch.
EMPLOYEE acknowledges that the covenants set forth in this section do
not impose unreasonable restrictions or work a hardship on EMPLOYEE, are
essential to the willingness of BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP
to employ EMPLOYEE, are necessary and fundamental to the protection of the
business conducted by BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP, and are
reasonable as to scope, duration, and territory.
SECTION NINE
CONFIDENTIAL INFORMATION
Except for required disclosures to the SEC, both during and after
termination of employment, EMPLOYEE agrees, that in addition to any other
limitation contained in this Agreement, regardless of the circumstances of the
termination of employment, he will not communicate to any person, firm,
corporation, limited liability company or other entity, any other information
relating to customer lists, prices, secrets, advertising, loans, accounts, nor
any confidential knowledge, information or secrets that EMPLOYEE may from time
to time acquire with respect to the business of BANK OF SOUTHERN OREGON and
PREMIERWEST BANCORP, or any of its affiliates or subsidiaries. EMPLOYEE agrees
upon termination of his employment that he will not retain originals or copies
of any of the business records, information or documents of BANK OF SOUTHERN
OREGON and PREMIERWEST BANCORP, in any form whatsoever, including but not
limited to information on computer disks and hard drives.
Notwithstanding the above, disclosure is authorized only when done in
the course and scope of EMPLOYEE's employment or as required by law.
SECTION TEN
INJUNCTIVE RELIEF
EMPLOYEE hereby acknowledges that the services to be rendered under
this Agreement are of unique, special and extraordinary character that would be
difficult or impossible for BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP to
replace, and by reason of such difficulty, EMPLOYEE hereby agrees that for
violation of any of the provisions of this Agreement, BANK OF SOUTHERN OREGON
and PREMIERWEST BANCORP shall, in addition to any of the rights or remedies
available under this Agreement, at law or otherwise,
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be entitled to an injunction to be issued by a court of competent jurisdiction
enjoining and restraining EMPLOYEE from committing any violation of this
Agreement and EMPLOYEE hereby consents to the issuance of such injunction.
SECTION ELEVEN
COMMUNICATIONS TO BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP
A. From the time this Agreement commences until the termination of this
Agreement, EMPLOYEE shall communicate and channel to BANK OF SOUTHERN OREGON and
PREMIERWEST BANCORP all knowledge, business, and customer contacts and any other
matters of information that could concern or be in any way beneficial to the
business of BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP, whether acquired by
EMPLOYEE before or during the term of this Agreement; provided, however, that
nothing under this Agreement shall be construed as requiring such communications
where the information is lawfully protected from disclosure as a trade secret of
a third party.
B. Any such information communicated to BANK OF SOUTHERN OREGON and
PREMIERWEST BANCORP as stated above shall be and remain the property of BANK OF
SOUTHERN OREGON and PREMIERWEST BANCORP, in spite of the subsequent termination
of this Agreement.
SECTION TWELVE
BINDING EFFECT
This Agreement shall be binding upon the parties hereto, their heirs,
assigns, personal representatives and successors in interest. This Agreement may
be assigned to and assumed by any successor in interest of BANK OF SOUTHERN
OREGON and PREMIERWEST BANCORP upon its approval.
SECTION THIRTEEN
GOVERNING LAW
The parties agree that this Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Oregon. The parties
agree that exclusive venue and jurisdiction shall lie in Xxxxxxx County, Oregon.
SECTION FOURTEEN
CREATIVE WORK
EMPLOYEE agrees that all creative work and work product including, but
not limited to, all technology, business management tools, processes, software,
patents, trademarks, copyrights developed by EMPLOYEE during the term of this
Agreement, irrespective of when or where such work or work product was produced,
constitutes work made for hire, all rights of which are owned by BANK OF
SOUTHERN OREGON and PREMIERWEST BANCORP. In any event, I assign to BANK OF
SOUTHERN OREGON and PREMIERWEST BANCORP or its designated successor or assignee,
all rights, title and interest, whether by way of copyright, trade secret,
trademark, patent or otherwise, in all such work and/or work product, whether or
not the same is subject to protection by patent, trademark, or copyright laws.
SECTION FIFTEEN
ENTIRE AGREEMENT
This Agreement, the policies and procedures including personnel
policies adopted by BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP's Board of
Directors, shall constitute the entire agreement between the parties and any
prior understanding or representation of any kind preceding the date of this
Agreement shall not be binding upon either party except to the extent
incorporated in this Agreement. Notwithstanding the above, the Board
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of Directors of BANK OF SOUTHERN OREGON and PREMIERWEST BANCORP shall have the
right to unilaterally modify, amend and/or revise its policies and procedures
including its personnel policies.
SECTION SIXTEEN
MODIFICATION OF AGREEMENT
Any modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement shall be binding only if
evidenced in writing signed by each party or any authorized representative of
each party.
SECTION SEVENTEEN
NO WAIVER
The failure of either party to this Agreement to insist upon the
performance of any of the terms and conditions of this Agreement, or the waiver
of any breach of any of the terms and conditions of this Agreement, shall not be
construed as thereafter waiving any such terms and conditions, but the same
shall continue and remain in full force and effect as if no such forbearance or
waiver had occurred.
SECTION EIGHTEEN
ATTORNEY FEES
Any dispute concerning the interpretation or enforcement of this
Agreement shall be resolved by mandatory and binding arbitration in which the
Oregon Rules of Civil Procedure will govern discovery. The prevailing party
shall be awarded its reasonable attorney fees.
SECTION NINETEEN
TIME OF EXECUTION
EMPLOYEE acknowledges that this Agreement has been executed prior to
the time that EMPLOYEE actually commenced working as Executive Vice
President/Chief Administrative Officer of BANK OF SOUTHERN OREGON and
PREMIERWEST BANCORP.
SECTION TWENTY
REPRESENTATIONS
After _________ __, 2000, EMPLOYEE represents and warrants to BANK OF
SOUTHERN OREGON and PREMIERWEST BANCORP that there are no employment contracts
or other contractual obligations to which EMPLOYEE is subject which prevents
EMPLOYEE from entering into this Agreement or from fully performing EMPLOYEE's
duties under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
BANK OF SOUTHERN OREGON and
PREMIERWEST BANCORP
By______________________________
Its:____________________________
EMPLOYEE
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Xxxx Xxxx
