EXHIBIT 10.2 FORM OF CHANGE IN CONTROL AGREEMENT ENTERED INTO BETWEEN
INTERWEST BANK AND ITS EXECUTIVE OFFICERS
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT made this day between INTERWEST BANK, a Washington corporation,
hereinafter referred to as "Employer" and < < Name > >, a senior officer of
Employer, hereinafter referred to as "Employee."
1. INTERWEST. Employer is a wholly owned subsidiary of InterWest Bancorp,
Inc., a Washington Corporation (hereinafter "InterWest").
2. PURPOSE. The purpose of this Agreement is to provide certain assurances
to Employee that in the event of a Change in Control or a substantial
change in ownership of InterWest stock that Employee shall either have
continued employment or, in the event of termination, severance pay.
EMPLOYER IS WILLING TO MAKE SUCH ASSURANCES TO EMPLOYEE TO ENCOURAGE EMPLOYEE TO
MAINTAIN CONTINUED EMPLOYMENT WITH EMPLOYER.
3. DEFINITION. Change in Control as provided herein shall include the
following:
3.1. Merger of InterWest into another financial institution or
entity, with such other entity being the surviving entity.
3.2. Acquisition of InterWest or Employer by another institution or
entity.
3.3. Sale of all or substantially all of the assets of InterWest or
Employer.
3.4. The acquisition of 25 percent or more of the beneficial
ownership of stock of InterWest by one or more related
entities or persons, excepting an InterWest or Employer
approved ESOP.
3.5. If during any period of two (2) years, individuals who at the
beginning of such period constitute the Board of Directors of
InterWest (the "Continuing Directors) cease for any reason to
constitute at least a majority of the Board of Directors of
InterWest unless the election of each Director who is not a
Continuing Director was approved by a vote of at least
two-thirds (2/3) of the Continuing Directors in office at the
time of the election of each such new Director.
Any one of the foregoing items may constitute a Change in Control
activating the employment contract and severance pay provision set
forth below. To prevent an unanticipated activation of the employment
contact and/or severance pay provisions set forth below, either
Employer or Employee must give written notice to the other of the
Change in Control thereby activating the employment contract and
severance pay provisions set forth below.
4. Upon such a "Change in Control" Employee shall have a four-year
employment contract with the successor entity as follows:
4.1. Employee shall retain a position of the same or similar
responsibility and authority and in the same geographical
location as prior thereto.
4.2. The total annual compensation and other employee benefits
payable to Employee will equal or exceed the total annual
compensation and employee benefits available to Employee
during the prior twelve (12) months.
4.3. The successor entity may terminate employment prior to the
expiration of said four years and upon so doing shall be
obligated to pay to Employee an amount equal to the total
annual compensation payable for the prior two (2) calendar
years (such annual compensation shall include the Employee's'
base salary plus the incentive bonuses and/or performance
bonuses paid to Employee for each of such calendar years).
4.3.1. The payment provided herein shall be in addition to any
payment Employee is entitled to receive pursuant to a separate
"Severance Pay Agreement" entered into between Employee and
InterWest Bank, if severance pay is payable pursuant to such
Agreement.
4.3.2. For purposes of the Severance Pay Agreement (Paragraph 7
thereof) the payment provided herein shall be considered an
other benefit to which Employee may otherwise be entitled.
4.4. Notwithstanding the foregoing agreement, the successor entity
shall have the right to terminate Employee for gross
misconduct or criminal misconduct affecting the Employee's
ability to perform his/her normal duties, which termination
shall not give rise to an obligation to pay severance pay as
provided herein.
4.5. EMPLOYEE TERMINATION WINDOW. During the period commencing with
the 25th month of the term through the 30th month of the term,
Employee may terminate this Agreement by delivering written
notice to Employer or its successor entity. If Employee does
so regardless of whether Employee had good reason to terminate
the Agreement, Employer will pay Employee a single cash
payment in an amount equal to the total annual salary for the
prior calendar year plus year-end bonus, if one was paid.
DATED this day of March 2000.
------------------
INTERWEST BANK
(Employer)
By:
---------------------------------- -------------------------
< < Name > >
(Employee)
-------------------------------------
-------------------------------------
