EXHIBIT 10.50
SENIOR MANAGER SEPARATION BENEFITS AGREEMENT
THIS SENIOR MANAGER SEPARATION BENEFITS AGREEMENT (the "Agreement") is made
and entered into as of January 10, 1996, by and between SIERRA TAHOE BANCORP, a
California Corporation and its banking subsidiaries TRUCKEE RIVER BANK and
SIERRA BANK OF NEVADA (hereinafter "STB"), with its principal offices located at
10181 Truckee Tahoe Airport Road, P.O. Box 61000, Xxxxxxx, Xxxxxxxxxx 00000 and
XXXXXXX X. XXXXXXXX, an individual ("RLB").
WITNESSETH
WHEREAS, RLB is currently designated a senior officer and 'at will'
employee of Truckee River Bank and Sierra Bank of Nevada and expects to
remain a senior officer and employee subject to the policies and conditions
contained within the STB Personnel Policies and Procedures;
WHEREAS, both STB and RLB feel it is in their respective and mutual best
interests to preagree upon appropriate and reasonable separation
compensation that will be paid to RLB should STB ever determine that RLB
should, for whatever reason, be terminated from his position and leave the
company;
WHEREAS, STB and RLB agree that the benefits described herein constitute
full payment of and shall completely supersede and constitute full
satisfaction of any and all other monetary or nonmonetary benefits paid as
a result of the termination of RLB for any reason by STB except as may be
additionally required beyond the sums and benefits paid hereunder by law.
WHEREAS, nothing in this Agreement is intended to change the current at
will employment of RLB or create a contract of employment. Further, this
Agreement shall only cover situations wherein STB requests the termination
of RLB and shall not apply if RLB elects to voluntarily leave STB.
NOW, THEREFORE, in consideration of the promises set forth below and for
other good and valuable consideration, including the mutual covenants and
agreements herein contained, the receipt and sufficiency of which is hereby
acknowledged, STB and RLB hereby agree as follows:
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1. Applicability of Agreement; Definition of Termination: This
Agreement coveys additional benefits not otherwise due to employees generally
and shall become operative upon RLB's termination of employment for any
reason by STB, its affiliates and, their respective officers or directors, so
long as that termination did not result from a final determination of the
Human Resources Director and the Personnel Committee of the Board of
Directors of STB that RLB's termination resulted from a material violation of
the STB Personnel policies and procedures (i.e. termination for cause)
(hereinafter referred to as the "Termination"). This Agreement shall not
apply as to any event not covered under the definition of the term
'Termination'. Following the defined Termination, and the payment of benefits
under this Agreement, it is expressly agreed and understood that STB shall
not be precluded from rehiring RLB's position either now or in the future and
such rehiring shall not be deemed to nullify or change this Agreement if it
is otherwise applicable.
2. Conditions For Payment of Separation Benefits. STB shall pay the
separation benefits set forth in Paragraph 3 to RLB after each of the following
requirements have been satisfied in the reasonable discretion of STB:
A. A defined Termination as set forth in Paragraph 1 has occurred and RLB
has left (or will promptly thereafter leave) the employment of STB; and
B. RLB consent to and does expressly waive, release, indemnify and fully
hold STB, its subsidiary companies and each of their employees, officers
and directors harmless with regard to his employment at STB; the manner of
his Termination; and any other matters reasonably related to his
employment. RLB agrees to initiate no action, of any type or kind,
regarding his employment or Termination and if such an action is initiated
he agrees that such action may be promptly closed, dismissed or summarily
disallowed, or, if it shall continue, that RLB will indemnify STB for the
legal fees, costs and expenses resulting from their defense of that action;
and
C. RLB agrees to and shall maintain the confidentiality of any and all
proprietary secrets, processes and plans of STB and its subsidiaries made
known to RLB during his employment.
STB may elect to advance the separation benefits set forth in Paragraph 2 prior
to the satisfaction of each of the above requirements in this Paragraph 3, or in
anticipation of full performance by RLB, and should any requirement not be
satisfied within a reasonable period thereafter or continuously performed, RLB,
upon request of STB and presentation of proof of nonperformance and a reasonable
period to cure the continuing nonperformance, shall promptly return the
separation benefit(s) paid or granted to him and this Agreement shall terminate.
3. Separation Benefits. STB shall, in addition to any final salary,
vacation, personal leave, retirement plan and other monetary or nonmonetary
benefit(s) covered under one or more separate agreement(s) and otherwise due or
applicable to RLB upon Termination (except benefits due under an agreement or
policy concerning office closure or reduction in
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force laws so long as less than the sums being paid hereunder), pay to RLB
upon Termination one of the following benefits, at the election and option of
RLB:
A. A lump sum payment equal to SIX (6) months of monthly salary, less any
and all applicable taxes, deductions arising from benefit elections or any
other sums required to be deducted by law, rule or regulation. If this
option is elected, and RLB elects continued health coverage under COBRA,
STB will require RLB to pay the full rate allowed by COBRA for any
continued health insurance coverage elected at the time of Termination; or
B. Continuation of monthly salary for SIX (6) months, less any and all
applicable taxes, deductions arising from benefit elections or other sums
required to be deducted by law, rule or regulation. If this option is
elected, and if RLB elects to continue health insurance coverage under
COBRA, STB will continue to charge RLB's the applicable employee coverage
rate for Six (6) months if said applicable employee rate may be properly
granted to RLB without violating any existing policy or law and if said
rate is lower than the COBRA rate that may be assessed.
The payment option elected shall be deemed the "Separation Benefit". Said
Separation Benefit shall result in a waiver of any other separation benefits due
to RLB following the Termination as more fully set forth in Paragraph 4.
4. Express Waiver and Release of Other Separation Benefits. By executing
this Agreement, RLB agrees that the Separation Benefit paid pursuant to this
Agreement, provided the payments or benefits at least equal those payments or
benefits that must be paid to terminated employees by law, shall be deemed to be
the equivalent and substitute for any legally or customarily required separation
payments due to RLB and STB shall be given full credit for sums paid hereunder
as to any legal or customarily requirements to pay separation and payments
hereunder shall be deemed to have fully satisfied STB's obligations with regard
to any legally or customarily mandated separation payments due to RLB upon his
termination, including, but not limited to, any laws or customs regarding
reduction in force or job-site closing. If additional sums are legally required,
or are adjudicated as required, this Agreement shall be deemed to be
automatically amended to credit against the sums due the amount paid hereunder
and this Agreement shall be deemed to include any additionally required benefits
or payments.
5. Reserved.
6. Binding Effect of Agreement. This Agreement shall inure to the
benefit of and be binding upon the heirs, administrators, personal
representatives, successors and assigns of RLB and STB, as the case may be.
7. No Contest; Reimbursement of Benefits: The parties hereby mutually
agree that in the event that RLB contests this Agreement, or any of the
provisions hereunder, by the
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filing or commencement of any action or proceeding relating to his employment
or Termination of any kind or nature whatsoever against STB, its parent
company or affiliate companies or is re-employed by STB involuntarily by
court order, or an enforceable judgment is obtained against STB, then STB
shall have the absolute right: (i) to enforce repayment in full on the date
of such re-employment of all sums paid to RLB hereunder, which sums shall
include the payment or value of any benefits received by RLB hereunder, as a
credit in offset, reduction and satisfaction of all or any portion of such
judgment, or, (ii) if there is no judgment, against wages due to RLB.
8. Captions: The captions set forth herein are included solely for ease
and convenience of reference and are not to be considered or construed in the
interpretation of this Agreement.
9. Entire Agreement: This Agreement constitutes and contains the entire
agreement between the parties and no statement or representation of either party
hereto, their agents, officers, directors or employees made outside of this
Agreement and not contained herein shall form a part of this Agreement or be
binding upon the other party. This Agreement shall not be changed, modified,
altered or amended, except by written instrument signed by the parties hereto.
10. Governing Law: This Agreement shall be construed and governed in
accordance with the laws of the State wherein RLB is predominantly employed,
with venue appropriate in the County wherein RLB is predominantly employed. Any
provision of this Agreement prohibited by law shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement. In the event of
any litigation or action being commenced with regard to this Agreement, the
prevailing party shall be awarded their reasonable attorneys fees, costs and
expenses.
11. Informed Consent and Waiver: RLB has executed this Agreement on a
fully informed, voluntary basis. RLB understands and agrees that the separation
benefit provided for herein will preclude RLB's right to seek other separation
benefits, except as allowed by law, and that RLB has been given the right and
opportunity to consult with an advisor or attorney prior to the execution of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have made, executed and delivered this
Agreement as of the day and year first above written.
/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
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SIERRA TAHOE BANCORP,
a California Corporation
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Its: President/CEO
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