EXHIBIT 10.1 FORM OF SEVERANCE PAY AGREEMENT ENTERED INTO BETWEEN INTERWEST
BANK AND ITS EXECUTIVE OFFICERS
SEVERANCE PAY AGREEMENT
1. EMPLOYER: InterWest Bank (InterWest)
2. EMPLOYEE: < < NAME > > of InterWest Bank.
3. DUTIES: InterWest hereby agrees to continue the employment of Employee
as an Officer of InterWest with such duties and responsibilities as may
be determined from time to time by the Board of Directors and by Senior
Management of InterWest, subject to the terms hereof.
4. SUCCESSORS: This Agreement shall be binding upon InterWest and its
Successors and Assigns.
5. SEVERANCE PAY: Except as provided in Paragraph 8 below, if InterWest or
successor terminates Employee, Employee shall be entitled to receive
Severance Pay as follows:
5.1 Employee shall be entitled to a minimum of an amount equal to
six (6) months Total Compensation, and
5.2 After four (4) years employment, in addition to the six (6)
months total compensation Employee shall be entitled to an
amount equal to an additional one (1) month Total Compensation
for each additional twelve (12) months of employment by
Employee with InterWest and/or its successors, provided
however,
5.3. The total Severance Pay compensation shall not exceed an
amount equal to twelve (12) months Total Compensation.
6. CHANGE OF CONTROL.
6.1. In the event of a Change of Control, during the term of
Employment, Employee will be entitled to Severance Pay in an
amount equal to twelve (12) months Total Compensation,
provided however, Employee shall not be eligible for Severance
Pay if Employee is offered substantially equivalent employment
by a successor entity that includes the following:
6.1.1 Comparable salary and benefits, and
6.1.2. A comparable position of authority and
responsibility, and
6.1.3. Does not require Employee to relocate beyond a
reasonable commuting distance, which distance may,
but need not be, established by InterWest as a matter
of policy, and
6.1.4. The Employee is not permanently terminated by such
successor entity
within one (1) year following such Change of Control.
6.2 For the purposes of this Agreement, the term "Change of
Control" shall mean the acquisition of InterWest, or a
substantial part thereof, by another company; the merger of
InterWest into another company with the other company
surviving; the sale of substantially all of the assets of
InterWest to another company; or a hostile acquisition of
substantially all of the stock of InterWest. For purposes of
Change of Control, the term InterWest includes InterWest Bank
and its holding company, InterWest Bancorp.
7. OTHER BENEFITS: The Severance Pay Compensation provided herein shall be
the exclusive provision regarding Severance Pay, but shall be in
addition to other benefits to which Employee may otherwise be entitled.
8. TERMINATION: Employee shall not be entitled to Severance Pay if the
Employment is terminated for any of the following reasons:
8.1. Employee may terminate employment upon thirty (30) days'
notice.
8.2. Employee shall not be entitled to any Severance Pay if
Employee's employment is terminated during the first ninety
(90) days of employment with InterWest.
8.3. InterWest may terminate Employee immediately without advance
notice for gross misconduct, which includes, but is not
limited to, drunkenness on the job; the use, sale or
possession of illegal drugs on the property of the Bank or its
subsidiaries; dishonesty; insubordination or willful failure
to discharge assigned duties; harassment of fellow employees
or customers of the Bank; violation of the conflict of
interest policy of the Bank or its subsidiaries; fighting or
assault; theft; possession of unauthorized weapons or firearms
(loaded or unloaded) on the premises of the Bank or its
subsidiaries; or conviction of a criminal offense.
8.4. The employment relationship shall terminate upon Employee's
death.
8.5. If Employee becomes totally disabled as defined in the Group
Insurance Policy providing Disability Income Benefits to
Employee.
8.6. If the Employee becomes so disabled that Employee is unable to
perform the material and substantial duties of the Employment
position Employee then holds, even with reasonable
accommodation by Employer.
9. DEFINITIONS.
For the purposes of this Agreement, the term "Total Compensation" shall
mean the monthly average pay, including bonuses when applicable, paid
to Employee during the preceding twelve (12) months, or during the
preceding term of employment if the Employee has been employed for less
than twelve (12) months. Compensation shall include the Employee's base
salary, performance bonuses and incentive bonuses.
EMPLOYEE: INTERWEST BANK
By:
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< < Name > > B. R. Xxxxxxx, Chairman
< < Title > >
Date:
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Xxxxxxx X. Xxxxxx, President
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Xxxxxxxx Xxxxxxxxx, Secretary
