Exhibit 10.15
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is affective the 28th day of January, 1998, by and between
COLUMBIA BANKING SYSTEM, INC., a Washington corporation ("CBSI"), Xxxxx X.
Xxxxxxx (the "Executive"), and COLUMBIA STATE BANK, as escrow agent (the "Escrow
Agent").
Recitals
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1. On January 28, 1998, the Personnel and Compensation Committee of the
Board of Directors of CBSI (the "Committee") approved and recommended to the
full Board of Directors the grant and issuance of a Restricted Stock Award for
5,000 shares of CBSI common stock (the "Award") to the Executive. On January
28, 1998, the Board of Directors of CBSI accepted the Committee's recommendation
and approved the grant and issuance of the Award to the Executive.
2. In consideration for the Executive's prior service to and as an
incentive for Executive to continue to serve as a senior officer of CBSI and its
subsidiary bank, Columbia State Bank ("Columbia Bank") in the future, CBSI
grants the Award to Executive on the terms and conditions stated herein.
Terms and Conditions
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1. Grant of Restricted Stock Award. In order to reward Executive for
prior accomplishments and to incent Executive to continue as a senior executive
officer, CBSI hereby grants and issues to and in the name of the Executive as a
Restricted Stock Award a total of Five Thousand (5,000) shares of the no par
value common stock of CBSI (the "shares"). The date of grant is January 28,
1998.
2. Consideration of Issuance of Shares. In consideration for the
issuance of the Shares, the Executive agrees to remain as an active senior
officer of CBSI and/or Columbia Bank from January 28, 1998 through the period
the Shares are subject to the escrow, as provided herein. Should the Executive
fail, without the express approval of the Board of Directors or the Committee,
to remain in such capacity, the Shares will be redelivered by the Escrow Agent
to CBSI and will be cancelled. CBSI will have no other remedy for such a
breach.
3. Escrow. The certificate(s) evidencing the Shares shall be deposited
in escrow immediately upon issuance by CBSI. Columbia Bank shall act as Escrow
Agent and, as such, shall hold the Shares subject to delivery to the Executive
or redelivery to CBSI in its corporate capacity, all in accordance with the
terms of this Agreement. The Executive hereby grants an irrevocable power of
attorney to the Escrow Agent to transfer and deliver the Shares and the stock
certificate(s) evidencing the same in accordance with the terms and provisions
of this Agreement and the Board of Directors or the Committee.
4. Escrow Stock Not Transferable. No transfer, pledge or other
disposition of the 5,000 shares may be made by the Executive so long as they are
held under and remain subject to the escrow.
5. Term of Escrow. The Shares shall be subject to escrow until January
28, 2003 unless sooner terminated in accordance with the terms of this
Agreement.
6. Dividends and Voting Rights. During the period while the Shares are
held in escrow, all dividends payable with respect to such Shares shall be paid
by the Escrow Agent directly to the Executive and the Executive shall be
entitled to exercise all voting rights with respect to such Shares, all in the
same manner and to the full extent as though the Shares were held by the
Executive free of the escrow.
7. Release of Stock From Escrow. Shares held in escrow pursuant to this
Agreement shall be released from such escrow by the delivery of the stock
certificate(s) evidencing such Shares to the Executive (or, in the case of death
or disability of the Executive, to the Executive's estate or legal guardian) at
the earlier of:
(a) January 28, 2003;
(b) The death or disability (as defined in Section 9 of this
Agreement) of the Executive;
(c) The determination by the Board of Directors to authorize the re-
lease of such Shares to the Executive upon the occurrence of any event the Board
determines to warrant such release; or
(d) The occurrence of a change in control, as defined in Section 10
of this Agreement.
(e) Termination of Service/Forfeiture of Shares. In the event of the
termination of service as an active officer of CBSI and/or Columbia Bank during
the period that the Shares are held in escrow (and the Shares are not then
released pursuant to the provisions of this Section 7), such Shares shall be
forfeited to CBSI and all rights of the Executive with respect thereto
terminated, unless, in the case of termination by act of the Employer, the Board
of Directors or the Committee, within thirty (30) days following such
termination, authorizes release of such Shares to the Executive. Upon the
expiration of such thirty (30) day period without action by the Board or
Committee to release such Shares to the Executive, the Shares shall be deemed
forfeited and the stock certificate(s) evidencing the same shall be redelivered
to CBSI, whereupon they shall be cancelled and retired.
8. Reliance of Escrow Agent. The Escrow Agent shall have no liability
for action in reliance upon any instructions delivered to it and believed in
good faith by it to be from the Board or the Committee.
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9. Disability. For purposes of this Agreement, the term "disability"
shall mean a medically reimbursable physical or mental impairment that may be
expected to result in death, or to be of long, continued duration, and that
renders the Executive incapable of performing the duties required for his/her
position. The Board or the Committee, acting in good faith, shall make the
final determination of whether the Executive is suffering under any disability
as herein defined and, for purposes of making such determination, may require
Executive to submit to a physical examination by a physician mutually agreed
upon by the Executive and the Board or the Committee at CBSI's expense.
10. Change in Control. For the purposes of this Agreement, the term
"change in control" shall mean the occurrence of one or more of the following
events:
(a) One person or entity acquiring or otherwise becoming the owner of
twenty-five percent or more of CBSI's outstanding common stock;
(b) Replacement of a majority of the incumbent directors of CBSI or
Columbia Bank by directors whose elections have not been supported by a majority
of the Board of either company, as appropriate; or
(c) Dissolution, or sale of fifty percent or more in value of the assets,
of either CBSI or Columbia Bank.
11. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of CBSI, in its corporate capacity, Columbia Bank, as Escrow Agent, the
Executive, and their respective heirs, representatives, successors and assigns.
COLUMBIA BANKING SYSTEM, INC. COLUMBIA STATE BANK
By: /s/ W. W. Philip By: /s/ W. W. Philip
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W. W. Philip, Chairman, President W. W. Philip, Chairman, President
and Chief Executive Officer and Chief Executive Officer
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Executive
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