EXHIBIT 10.2.21
RETIREMENT AGREEMENT, COVENANT NOT
TO COMPETE AND RELEASE
This RETIREMENT AGREEMENT, COVENANT NOT TO COMPETE AND RELEASE
("Agreement") is entered into by and between XXXXXXXXX X. XXXXXXXX ("Xxxxxxxx"),
INLAND NORTHWEST BANK ("INB") and NORTHWEST BANCORPORATION, INC., collectively
referred to as the "Parties".
RECITALS
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X. Xxxxxxxx is presently the Chief Executive Officer and President of
INB and Northwest Bancorporation.
B. The Parties have agreed that Schunter will retire from his positions
as Chief Executive Officer and President of INB and Northwest Bancorporation
effective July 1, 2001. This Agreement will terminate the Employment Agreement
entered into by Schunter and INB on January 1, 1994, except as provided in
Section B of this Agreement.
C. The Parties enter into this Settlement Agreement, Covenant Not To
Compete and Release upon the terms and conditions set forth herein in order to
settle fully all employment related issues regarding Schunter's employment with
INB and Northwest Bancorporation.
AGREEMENT
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In consideration of the payments, mutual covenants contained herein,
other good and valuable consideration, and in full and complete settlement of
the employment relationship between Schunter, INB and Northwest Bancorporation,
the Parties agree as follows:
A. Settlement Terms:
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The Parties have agreed on the following settlement terms:
1. Schunter will continue to receive current compensation of
any type set for him for the fiscal year 2001and the full benefits described in
the Employment Agreement dated January 1, 1994, including expense reimbursement,
through December 31, 2001. See Exhibit A attached hereto. Schunter may elect to
defer any such compensation received subsequent to June 30, 2001, until calendar
years 2002 and/or 2003, by written notice to INB specifying the payment date(s).
2. This Agreement does not effect Schunter's status as a
Director of INB and Northwest Bancorporation; he will be paid as an outside
Director for Committee and Board meetings
SETTLEMENT AGREEMENT AND RELEASE - 1
beginning January 1, 2002. This Agreement also does not amend or change any
provision of the Unfunded Supplemental Executive Retirement Plan for the benefit
of Schunter dated October 1, 1991.
3. In exchange for the continuation of compensation and
benefits, Schunter will be available through December 31, 2001, upon request, to
be a resource for shareholder relations, customer introductions, business
development and other projects and transition related activities.
4. As of July 1, 2001, Schunter will not have an office within
INB facilities. Schunter will be provided a $600 per month lease/rent allowance
until December 31, 2001, for office space in the downtown Spokane area for
transition related activities and the pursuit of personal interests.
5. The Parties recognize Schunter holds certain options for
the purchase of shares of common stock of Northwest Bancorporation, Inc.,
pursuant to various Non-Qualified Stock Option Agreements (the "Option
Agreements"). Schunter's interest in the Option Agreements shall not be governed
by section 2(e) Termination of Rights, (ii) Termination of Employment Without
Cause. INB and Northwest Bancorporation agree to waive the application of
Section 2(e)(ii) (the 90 day clause). Schunter may exercise options for the
purchase of shares of common stock vested prior to his termination as an
employee on December 31, 2001, during the full exercise period of each option
agreement.
B. Covenant Not to Compete:
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On January 1, 1994, Schunter became subject to a Covenant Not To
Compete with INB and/or Northwest Bancorporation as part of his Employment
Agreement. (See Sections 7, 8 and 9 of that agreement). In consideration of the
terms of this Agreement (including the payment of compensation subsequent to
June 30, 2001) Schunter agrees that the terms of the Covenant Not to Compete
will survive the termination of the Employment Agreement and apply for a period
commencing January 1, 2002, through and including December 31, 2003. The
Covenant Not to Compete shall apply only within a 100 mile radius of Spokane,
Washington.
Further, Schunter agrees that he holds in a fiduciary capacity, for the
benefit of INB and/or Northwest Bancorporation, all confidential information,
knowledge, or data relating to INB and Northwest Bancorporation or any of its
affiliated companies, and their respective businesses, which shall have been
obtained by Schunter during his employment with INB and Northwest Bancorporation
that shall not have been, or hereafter have become public knowledge. Schunter
further agrees that all non-public information compiled by INB and/or Northwest
Bancorporation, their affiliates and/or Schunter about business transactions
between INB and/or Northwest Bancorporation and its vendors and/or customers is
confidential in nature and the existence of transactions and the details of the
transactions will not be disclosed by Schunter without having
SETTLEMENT AGREEMENT AND RELEASE - 2
obtained prior written permission by the Chairman, Board of Directors, INB and
Northwest Bancorporation.
C. Nature of Payment:
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INB and Northwest Bancorporation make no representations as to the
nature of the payments made to Schunter. Schunter acknowledges that INB and
Northwest Bancorporation will report the payments to the Internal Revenue
Service. If ultimately determined by the Internal Revenue Service that these
payments are taxable, Schunter is wholly responsible for the payment of any
taxes, penalties or interest determined to be owed by Schunter. Schunter shall
indemnify and hold harmless INB and Northwest Bancorporation from any and all
such tax liabilities, fines, penalties and costs and attorney fees that may be
incurred by INB and Northwest Bancorporation as a result of any action taken by
the Internal Revenue Service with respect to these payments.
D. Release:
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In consideration of the payments, mutual covenants contained herein and
other valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Schunter does hereby release INB and Northwest Bancorporation and
their officers, directors, agents, employees, successors, assigns, attorneys and
representatives, and all persons acting by, through, under or in concert with
them, or any of them, from every claim, demand, and cause of action whatsoever,
of every kind and nature, whether presently known or unknown, suspected or
unsuspected, whether sounding in tort or in contract or under a right conferred
by statute or regulation, arising or alleged to have arisen, or which shall
arise hereafter from any act or omission which occurred prior to the effective
date of this Settlement Agreement and Release. Schunter warrants and represents
that he has neither assigned nor transferred any claim released herein or any
portion thereof to any person or entity.
E. Reliance by Schunter:
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Schunter warrants, represents and agrees that he has not relied on the
advice of INB and/or Northwest Bancorporation or anyone associated with INB
and/or Northwest Bancorporation including, without limitation, the attorneys
representing INB and/or Northwest Bancorporation as to the legal, tax, or other
consequences of any kind arising out of this Agreement. Schunter further
acknowledges and agrees that he consulted or has had the opportunity to consult
with legal counsel of his own choice and that no promises have been made to him
by INB and/or Northwest Bancorporation, its officers, directors, agents,
employees, attorneys or representatives, except those promises expressly set
forth in this Agreement. Schunter further represents and agrees that he has
entered into this Agreement freely and voluntarily and that this Agreement is
not a product of any duress, fraud or coercion.
SETTLEMENT AGREEMENT AND RELEASE - 3
F. Last Day of Employment:
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Schunter's last day of employment as Chief Executive Officer and
President with INB and Northwest Bancorporation, Inc. will be June 30, 2001.
G. Enforceability:
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In the event of a dispute between the Parties hereto with respect to
the validity, interpretation, or enforcement of this Agreement, it shall be
construed and interpreted in accordance with the laws of the State of
Washington.
H. Entire Agreement:
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This Agreement embodies the entire Agreement and understanding between
the Parties with respect to the subject matter addressed herein. There are no
other agreements, covenants, undertakings, representations or warranties with
respect to the subject matter of this Agreement other than those expressly set
forth and referred to herein.
I. Severability:
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Each term and provision of this Agreement constitutes a separate
undertaking, covenant or promise. In the event that any term or provision hereof
is determined to be unenforceable, invalid, or illegal in any respect, the
remaining terms and provisions shall continue to be enforceable and valid.
Moreover, if any term or provision hereof shall, for any reason, be held to be
excessively broad as to time, duration, activity, scope or subject, it shall be
construed, by limiting and reducing it, so as to be enforceable to the extent
permitted by the applicable law of the State of Washington.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed in duplicate and effective on the date of the latest signature
appearing below.
SETTLEMENT AGREEMENT AND RELEASE - 4
/s/ Xxxxxxxxx X. Xxxxxxxx
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XXXXXXXXX X. XXXXXXXX
State of Washington )
ss
County of Spokane )
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On this 29 day of June, 2001, before me a Notary Public in and for the
State of Washington, personally appeared Xxxxxxxxx X. Xxxxxxxx, a person known
to me (or proved to me on the basis of satisfactory evidence) to be the person
who executed this instrument and acknowledged it to be her free and voluntary
act and deed for the uses and purposes mentioned in this instrument.
In WITNESS WHEREOF, I have hereunto set my hand and official seal this
day and year first written above.
/s/ Xxxxx X. Xxxx
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Notary Public in and for the State of WA
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residing at Spokane
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My appointment expires: 8/1/03
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INLAND NORTHWEST BANK
NORTHWEST BANCORPORATION, INC.
/s/ Xxxxxxx X. Xxxxxx
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By: XXXXXXX X. XXXXXX
Chairman, Board of Directors
State of Washington )
ss
County of Spokane )
SETTLEMENT AGREEMENT AND RELEASE - 5
On this 29th day of June, 2001, before me a Notary Public in and
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for the State of Washington, personally appeared Xxxxxxx X. Xxxxxx, Chairman,
Board of Directors, a person known to me (or proved to me on the basis of
satisfactory evidence) to be the person who executed this instrument and
acknowledged on behalf of INLAND NORTHWEST BANK, NORTHWEST BANCORPORATION, INC.
and acknowledged it to be his free and voluntary act and deed for the uses and
purposes mentioned in this instrument.
In WITNESS WHEREOF, I have hereunto set my hand and official seal this
day and year first written above.
/s/ Xxxxxxxx X. Xxxx
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Notary Public in and for the State of Washington
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residing at Nine Mile Falls
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My appointment expires: 6/4/02
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SETTLEMENT AGREEMENT AND RELEASE - 6
