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EXHIBIT 10.10
C E N T R A L W A S H I N G T O N B A N K
EXECUTIVE SEVERANCE AGREEMENT
This Agreement is made and entered into by and between CENTRAL
BANCORPORATION, a Washington business corporation (hereinafter called the
"Company"), and its subsidiary CENTRAL WASHINGTON BANK, a Washington banking
corporation (hereinafter called the "Bank"), acting jointly and severally
(hereinafter collectively referred to as the "Employer Group") and XXXXX XXXXX
(hereinafter called the "Executive").
WHEREAS, the Executive is employed by the Employer Group in a key
managerial capacity, presently holding the position of Vice President and Chief
Operations Officer of the Bank; and
WHEREAS, the Company wishes to ensure that the Executive will be
available to assist the Board of Directors of the Company (the "Board") in
responding to and, if deemed appropriate by the Board, completing any proposed
change in control of the Company; and
NOW, THEREFORE, the Employer Group and the Executive agree to the
following provisions:
1. Change in Control. For purposes of this Agreement, the term "change
in control" shall mean a change "in the ownership or effective control" or "in
the ownership of a substantial portion of the assets" of the Company or the
Bank, with the quoted phrases of this sentence having the same meaning as when
used in Section 280G(b)(2)(A) of the Internal Revenue Code. Notwithstanding the
above, a change in control shall not be deemed to have occurred if such change
in control is effected by means of any merger or sale of the Company or any of
its present or future subsidiaries which is imposed or encouraged by regulatory
authorities, or by means of any financial assistance from the Federal Deposit
Insurance Corporation (or its successor).
2. Commitment of Executive. In the event that any person extends any
proposal or offer which could result in a change in control, the Executive will,
at the Board's request, assist the Board in evaluating such proposal or offer.
Further, the Executive specifically agrees that he will not resign his
position(s) with the Employer Group during any period from the receipt of a
specific change in control proposal up to the closing or termination of the
transaction contemplated by the proposal.
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CENTRAL WASHINGTON BANK
EXECUTIVE SEVERANCE AGREEMENT
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3. Severance Payment Events. In the event of --
(i) the voluntary or involuntary termination (excluding termination
due to death, disability or commission of a crime) of the
Executive's employment with the Employer Group within three (3)
years after a change in control; or
(ii) the involuntary termination (excluding termination due to death,
disability, or commission of a crime) by the Employer Group of
the Executive's employment on or after the date that any party
announces (or should announce) any prospective change in control
transaction, if a change in control does occur within twelve (12)
months of such termination, then the Employer Group shall pay to
Executive a severance payment, in the amount determined pursuant
to the next paragraph, payable on the later of the date of
termination or the date of the change in control.
4. Amount of the Severance Payment. The severance payment shall be
an amount equal to one year's compensation (as reportable on the Executive's IRS
Form W-2) received by the Executive from the Employer Group during the most
recent twelve (12) calendar months ending before, or simultaneously with, the
date on which the change in control occurs; provided, however, that the
severance payment shall not exceed the lesser of (i) $42,500; or (ii) $1.00 less
than the amount which would cause the payment to be a "parachute payment" as
defined in Section 280G(b)(2)(A) of the Internal Revenue Code.
5. Revocability. This Agreement may be terminated unilaterally by
the Employer Group, but (i) only as of a prospective effective date which
follows by at least 12 months the date that written notice is given to Executive
that the Employer Group, by a vote of at least a majority of its directors, has
determined to terminate the Agreement, and (ii) only if
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CENTRAL WASHINGTON BANK
EXECUTIVE SEVERANCE AGREEMENT
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no change in control occurs prior to such effective date; provided, however,
that this Agreement automatically terminates if, at any time prior to the
closing of a change in control transaction, the Executive (a) voluntarily
terminates his employment with the Employer Group, or (b) is terminated by the
Employer Group for reasonable cause (e.g., acts of dishonesty, disloyalty,
illegality or moral turpitude adversely impacting the Employer Group; repeated
failure or refusal to follow reasonable directions from the Board or Chief
Executive Officer following a written warning). If not earlier terminated, this
Agreement will terminate three (3) years after any change in control occurs.
IN WITNESS WHEREOF, the parties have executed this Agreement this _____
day of ________________, 1993.
CENTRAL BANCORPORATION EXECUTIVE
By: ________________________________ ___________________________
Title ______________________________
CENTRAL WASHINGTON BANK
By:________________________________
Title______________________________
