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EXHIBIT 10.8
AGREEMENT
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THIS AGREEMENT is made and entered into this _____ day of________,
2000, by and between BANK OF SOUTHERN OREGON, an Oregon-chartered bank and
corporation (soon to be known as PREMIERWEST BANK), hereinafter referred to as
BANK OF SOUTHERN OREGON, and Xxxxxxxxx Xxxxxx, 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 Vice President/Regional Sales and Service Manager of the BANK OF
SOUTHERN OREGON.
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 hereby employs EMPLOYEE to act as Vice
President/Regional Sales and Service Manager of BANK OF SOUTHERN OREGON.
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 six (6) months 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, in any capacity, including those services provided as Vice
President/Regional Sales and Service Manager or any other duties assigned to
EMPLOYEE by the directors of BANK OF SOUTHERN OREGON agrees to pay EMPLOYEE a
salary of $5,000
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per month during the 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 $2,500 on the 15th of each month and on the last day of each
month. The first such semimonthly installment of $2,500 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 $2,500 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 on the terms
and conditions set forth in this Agreement, and agrees to devote her full time
employment to the performance of her duties under this Agreement. Such duties
include, but are not limited to: 1) customer service in northern region; 2)
sales in northern region; 3) assistance in the implementation of sales and
customer service throughout BANK OF SOUTHERN OREGON's banking network. 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. In performing such duties, EMPLOYEE shall be subject to the
direction and control of the Executive Management of BANK OF SOUTHERN OREGON.
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 from time to time established and shall perform her duties
faithfully, intelligently and honestly to the best of her ability and in the
best interest of BANK OF SOUTHERN OREGON.
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 employees. These include health insurance coverage, participation in
incentive compensation and 401(k) plans, sick leave benefits and paid vacation
benefits (four weeks per year). 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.
B. In accordance with its policies and procedures established from time
to time by its board of directors, BANK OF SOUTHERN OREGON will reimburse
EMPLOYEE for reasonable business expenses and will allow EMPLOYEE continued use
of bank vehicles as long as EMPLOYEE is employed.
SECTION SIX
TERMINATION
1) EMPLOYEE acknowledges that she is an "at will" employee and that she 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. For the purposes of this
Agreement, termination of EMPLOYEE's employment by BANK OF SOUTHERN OREGON 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 as established by the Board of
Directors from time to time.
B. EMPLOYEE commits an act of material insubordination, fraud,
dishonesty, material misconduct, gross negligence, gross neglect of his duties,
continued and repeated insobriety, or conviction of any crime constituting a
felony;
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C. Conduct which is seriously prejudicial to BANK OF SOUTHERN OREGON
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. EMPLOYEE hereby agrees in advance to an examination by a
licensed physician selected by BANK OF SOUTHERN OREGON if so required to
determine whether or not EMPLOYEE suffers a permanent disability.
E. The death of EMPLOYEE. In the event of the death of EMPLOYEE, BANK
OF SOUTHERN OREGON 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 her duties as set
forth herein.
2) In the event EMPLOYEE is terminated from employment by BANK OF SOUTHERN
OREGON for cause, or in the event EMPLOYEE quits the employment of BANK OF
SOUTHERN OREGON without cause, then EMPLOYEE will not be entitled to any
severance pay or other benefits following the date of termination.
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 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:
A. The payment of $3125 per month for the 24 months following the date
of termination. Said payments shall be paid semimonthly in accordance with BANK
OF SOUTHERN OREGON customary payroll practices and deductions shall be made by
BANK OF SOUTHERN OREGON as required by law. In the event EMPLOYEE dies before
receiving all severance payments due, if any, such remaining payments will 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, 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 for guaranteed payments.
C. Payment of these benefits is contingent upon EMPLOYEE signing a
complete release of liability to BANK OF SOUTHERN OREGON for termination of her
employment and all claims arising through the date of termination of her
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, then BANK OF
SOUTHERN OREGON will not be required to make any further payments hereunder.
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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
X.X. Xxx 00
Xxxxxxx, XX 00000
EMPLOYEE
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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 two (2) year after such termination
or expiration of this agreement, EMPLOYEE agrees that the following restrictions
and limitations shall apply to her:
A. EMPLOYEE will not, on behalf of herself 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 in any county where BANK OF
SOUTHERN OREGON 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, nor will she, in any way, directly or indirectly, for
herself 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, 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.
B. EMPLOYEE will not, on behalf of herself 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 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 within Xxxxxxx and Xxxxxxx Counties of the
State of Oregon.
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 to employ EMPLOYEE, are
necessary and fundamental to the protection of the business conducted by BANK OF
SOUTHERN OREGON, and are reasonable as to scope, duration, and territory.
SECTION NINE
CONFIDENTIAL INFORMATION
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Except for required disclosures to 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, she 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, or any
of its affiliates or subsidiaries. EMPLOYEE agrees upon termination of his
employment that she will not retain originals or copies of any of the business
records, information or documents of BANK OF SOUTHERN OREGON, 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 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 shall, in addition to any
of the rights or remedies available under this Agreement, at law or otherwise,
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
A. From the time this Agreement commences until the termination of this
Agreement, EMPLOYEE shall communicate and channel to BANK OF SOUTHERN OREGON 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, 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 as
stated above shall be and remain the property of BANK OF SOUTHERN OREGON, 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 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.
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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. In any event, I assign to BANK OF SOUTHERN OREGON 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'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 of Directors of BANK OF SOUTHERN OREGON
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 Vice President Regional
Sales and Service Manager of BANK OF SOUTHERN OREGON.
SECTION TWENTY
REPRESENTATIONS
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After _________ __, 2000, EMPLOYEE represents and warrants to BANK OF
SOUTHERN OREGON 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
By______________________________
Its:____________________________
EMPLOYEE
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Xxxxxxxxx Xxxxxx
