EXHIBIT 10.3
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COLUMBIA BANKING SYSTEM, INC. AND COLUMBIA STATE BANK
DIRECTOR LONG TERM CARE AGREEMENT
THIS AGREEMENT, effective August 1, 2001 is made and entered into, by
and between Columbia Banking System, Inc. and Columbia State Bank,
(collectively, the "Company"), and _____________________, a Director of the
Company (hereinafter, the "Participant").
WITNESSETH:
WHEREAS, it is the consensus of the Board of Directors (hereinafter,
the "Board") that the Participant's services to the Company are of exceptional
merit and constitute an invaluable contribution to the general welfare of the
Company; and
WHEREAS, it is in the best interests of the Company to encourage the
Participant's continued service to Company during the Participant's lifetime or
until the age of retirement; and
WHEREAS, it is the desire of the Company that the Participant's
services be retained as herein provided; and
WHEREAS, the Participant is willing to continue to serve the Company
provided the Company agrees to pay the Participant certain benefits in
accordance with the terms and conditions hereinafter set forth;
ACCORDINGLY, it is the desire of the Company and the Participant to
enter into this Agreement under which the Company will agree to make certain
payments on behalf of the Participant pursuant to this Agreement;
NOW, THEREFORE, in consideration of services performed in the past
and to be performed in the future as well as of the mutual promises and
covenants herein contained it is agreed as follows:
I. SERVICE
The Participant will continue to serve the Company in the capacity of
Director, assuming such duties and responsibilities as are
appropriate to that office, and with such compensation as may be
determined from time to time by the Board.
II. LONG TERM CARE BENEFIT
The Company hereby agrees:
A. To pay the initial single premium for the Long Term Care policy
described hereinbelow on behalf of the Participant:
Insurer:
Policy Number:
B. That, subject to Paragraph IV, the sole ownership of said policy
shall reside with the Participant for the Participant's sole use and
benefit.
III. TERMINATION OF THIS AGREEMENT
For purposes of this Agreement, the term service shall refer to
service as a Director of the Company, and the phrase "years of
service" shall be measured in full years from the date of this
Agreement to the date of Participant's termination. If the
Participant's service terminates for any reason other than one of
those listed immediately below, then the Participant shall pay to the
Company the amount set forth in the schedule that follows:
TERMINATION EVENTS THAT EXEMPT PARTICIPANT FROM ANY OBLIGATION TO
REIMBURSE:
1. Termination for any reason following five years of service;
2. Death;
3. Disability;
4. Normal retirement, at age 75, as mandated by Company bylaws;
5. Termination for any reason following a Change of Control.
For purpose of this Agreement, the term Change of Control
shall be as defined in employment agreements with senior
executives of the Company;
6. Termination resulting from non-reelection to the Board.
REIMBURSEMENT OBLIGATION OF PARTICIPANTS NOT EXEMPTED:
YEARS OF SERVICE AMOUNT
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ONE YEAR 80% OF THE SINGLE PREMIUM
TWO YEARS 60% OF THE SINGLE PREMIUM
THREE YEARS 40% OF THE SINGLE PREMIUM
FOUR YEARS 20% OF THE SINGLE PREMIUM
FIVE YEARS NO OBLIGATION TO REIMBURSE
The reimbursement amount shall be due and payable within thirty (30)
days from the date of termination of service. To facilitate prompt
reimbursement, the Company may off-set against any amounts it owes to
a terminated Director. This agreement shall automatically terminate
upon full reimbursement.
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IV. MISCELLANEOUS
A. Alienability and Assignment Prohibition:
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The Participant shall have no power or right to transfer,
assign, anticipate, hypothecate, mortgage, commute, modify
or otherwise encumber in advance any of the benefits
payable hereunder nor shall any of said benefits be subject
to seizure for the payment of any debts, judgments, alimony
or separate maintenance owed by the Participant or the
Participant's beneficiary(ies), nor be transferable by
operation of law in the event of bankruptcy, insolvency or
otherwise. In the event that the Participant or any
beneficiary attempts assignment, commutation,
hypothecation, transfer or disposal of the benefits
hereunder, the Company's liabilities shall forthwith cease
and terminate.
B. Amendment or Revocation:
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This Plan may be amended or revoked at any time, in whole
or in part, by the mutual written consent of the
Participant and the Company.
C. Gender:
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Whenever in this Participant Plan words are used in the
masculine or neuter gender, they shall be read and
construed as in the masculine, feminine or neuter gender,
whenever they should so apply.
D. Fringe Benefit; Effect on Other Company Benefit Plans:
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The long term care benefits provided by this Agreement are
granted by the Company as a fringe benefit to the
Participant and are not part of any fee reduction plan or
arrangement deferring fees or other compensation.
The Participant does not have a right to any form of
compensation instead of these long-term care benefits.
Nothing contained in this Participant Plan shall affect the
right of the Participant to receive any other benefit or
compensation that constitutes a part of the Company's
existing or future benefit or compensation structure.
E. Headings:
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Headings and subheadings in this Agreement are for
reference and convenience only and shall not be deemed a
part of this Agreement.
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IV. MISCELLANEOUS (CONTINUED)
F. Applicable Law:
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The laws of the State of Washington shall govern the
validity and interpretation of this Agreement.
G. Partial Invalidity:
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If any term, provision, covenant, or condition of this
Agreement is determined by an arbitrator or a court, as the
case may be, to be invalid, void, or unenforceable, such
determination shall not render any other term, provision,
covenant, or condition invalid, void, or unenforceable, and
the Agreement shall remain in full force and effect
notwithstanding such partial invalidity.
H. Continuation as Participant:
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Neither this Agreement nor the payments of any benefits
hereunder are to be construed as giving to the Participant
any right to be retained as a director or an employee of
the Company.
In witness whereof, the parties hereto acknowledge that each has
carefully read this Agreement and executed the original thereof on the first
date set forth hereinabove, and that, upon execution, each has received a
conforming copy.
PARTICIPANT COLUMBIA BANKING SYSTEM, INC.
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Participant J. Xxxxx Xxxxxxxxx, Vice Chairman and CEO
COLUMBIA STATE BANK
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Xxxxxxx X. Xxxxxxx, President and CEO
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