Exhibit 10.8
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made effective as of July 1, 1999, by and between
STERLING FINANCIAL CORPORATION ("Sterling") and XXXXXXX X. XXXXX (the
"Executive"),
W I T N E S S E T H :
WHEREAS, the Executive is President and Chief Operating Officer of
Sterling and Sterling desires to retain the Executive and the Executive is
willing to continue to serve in such capacities on the terms and conditions
herein set forth; and
WHEREAS, the parties desire to enter into this Agreement, which is
intended to amend and supersede an existing Employment Agreement, as amended
(the "Prior Agreement");
NOW THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. EMPLOYMENT. Sterling agrees to continue to employ the Executive, and
the Executive agrees to continue to be employed by Sterling, upon the terms and
conditions hereinafter provided until August 31, 2006 (the "Term").
2. POSITION AND DUTIES. During the Term, Sterling agrees to employ the
Executive to serve as the President and Chief Operating Officer of Sterling and
the Executive will have such powers and duties as are commensurate with such
position and as may be conferred upon him by the Board of Directors of Sterling
(the "Board"). During the Term, and except for illness or incapacity and
reasonable vacation periods of no more than four weeks in any fiscal year (or
such other period as shall be consistent with Sterling's policies for other key
executives), the Executive shall devote all of his business time, attention,
skill and efforts exclusively to the business and affairs of Sterling and its
subsidiaries and affiliates, provided, however, that the Executive may serve on
other boards as a director or trustee if such service does not interfere with
his ability to discharge his duties and responsibilities to Sterling.
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3. COMPENSATION. For all services rendered by the Executive in any
capacity required hereunder during the Term, including, without limitation,
services as an executive, officer, director, or member of any committee of
Sterling, or any subsidiary, affiliate or division thereof, the Executive shall
be compensated as follows:
(a) Base Salary. Sterling shall pay the Executive a fixed minimum
salary of $210,000 per annum (such amount or such higher annual amount
as is being paid from time to time pursuant to the terms hereof being
referred to as the "Base Salary"). The Base Salary shall be subject to
such periodic review (which shall occur at least annually) and such
periodic increases as the Board shall deem appropriate in accordance
with Sterling's customary procedures and practices regarding the
salaries of senior officers. The Base Salary shall be payable in
accordance with the customary payroll practices of Sterling, but in no
event less frequently than monthly.
(b) Bonus Awards. The Executive shall be entitled to receive an
incentive bonus (the "Incentive Bonus") for each fiscal year during the
Term. The Incentive Bonus shall be paid within thirty days of the end
of each fiscal year. The Incentive Bonus shall be a minimum of ten
percent of the Executive's Base Salary and the Executive shall be
awarded a minimum of 5,000 incentive stock options under Sterling's
stock option or incentive plan(s) then in effect. The Incentive Bonus
may be increased, upon the recommendation of the Personnel Committee
and the approval of the Board, to a maximum of one hundred percent of
the Executive's Base Salary depending, among other factors, upon the
attainment of performance goals set by the Board for the Executive and
for Sterling. At the Executive's sole election, made before the
beginning of each calendar year in which an Incentive Bonus is paid, up
to one hundred percent of such Incentive Bonus shall be paid into
Sterling's deferred compensation plan then in effect.
(c) Stock Options. The Executive shall be eligible to receive grants
under Sterling's stock option or incentive plan(s) then in effect
subject to the terms and conditions of such plan(s).
(d) Perquisites. Sterling also will furnish the Executive during each
fiscal year of the Term, without cost to him except any associated tax
liability, with reasonable (i) payment
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for tax preparation and financial planning; (ii) payment for an annual
physical examination of the Executive by a physician selected by the
Executive; (iii) reimbursement for club membership fees or dues; and
(iv) payment of an automobile allowance, it being understood that the
club membership fees or dues and the automobile allowance shall be
primarily to further the business of Sterling.
(e) Split Dollar Life Insurance Plan. Sterling shall continue in force,
for the benefit of the Executive, a split-dollar life insurance plan
which is, or is substantially similar to, the split dollar life
insurance plan which is currently in effect.
(f) Goodwill Lawsuit. Sterling is the plaintiff in a lawsuit in the
United States Court of Federal Claims (the "Goodwill Lawsuit").
Notwithstanding anything to the contrary herein, if and when a
settlement or judgment amount is received by Sterling or its
affiliates, successors or assigns, as a result of the Goodwill Lawsuit
or a related lawsuit, the Executive shall be paid two percent of the
gross amount received, in recognition of the Executive's substantial
contribution in bringing about the settlement or judgment. The parties
recognize and agree that any material decisions regarding the
management, settlement or dismissal of the Goodwill Lawsuit will be
made by the Board. This provision shall survive any termination of this
Agreement.
(g) Additional Benefits. Except as modified by this Agreement, the
Executive shall be entitled to participate in all compensation or
employee benefit plans or programs, and to receive all benefits,
perquisites and emoluments, for which any salaried employees of
Sterling are eligible under any plan or program now or hereafter
established and maintained by Sterling for senior officers, to the
fullest extent permissible under the general terms and provisions of
such plans or programs and in accordance with the provisions thereof,
including group hospitalization, health, dental care, life or other
insurance, tax-qualified pension, savings, thrift, 401(k) and
profit-sharing plans, termination pay programs, sick-leave plans,
travel or accident insurance, salary continuation plans, disability
insurance, automobile allowance or automobile lease plans, and
executive contingent compensation plans, including, without limitation,
stock option or incentive plan(s) then in effect. In addition, the
Executive shall be entitled to receive such fees as are established and
paid from
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time to time to members of the Board generally for their attendance at
Sterling Board and Committee meetings.
4. BUSINESS EXPENSES. It is understood that for the Executive to
successfully perform his duties hereunder so as to produce the greatest economic
return to Sterling, it is necessary for the Executive to entertain persons
having an existing or prospective business relationship with Sterling and to
attend seminars, conventions and continuing education programs. Sterling,
therefore, shall pay directly or reimburse the Executive for all reasonable
travel, entertainment or other expenses incurred by the Executive (and his
spouse where there is a legitimate business reason for his spouse to accompany
him) in connection with the performance of his duties and obligations under this
Agreement, subject to the Executive's presentation of appropriate vouchers in
accordance with such procedures as Sterling may from time to time establish for
senior officers and to preserve any deductions for Federal income taxation
purposes to which Sterling may be entitled.
5. EFFECT OF TERMINATION OF EMPLOYMENT OTHER THAN IN CONNECTION WITH A
CHANGE IN CONTROL.
(a) Certain Terminations. In the event the Executive's employment
hereunder terminates due to either Permanent Disability, a Without
Cause Termination or a Constructive Discharge, Sterling shall, as
severance pay continue, subject to the provisions of Section 7 below,
to pay the Executive's Base Salary as in effect at the time of such
termination until (A) the expiration of the Term or (B) for a
three-year period beginning on the date of Termination of Employment,
whichever is longer (the "Severance Period"), provided, that in the
case of Permanent Disability, such payments shall be offset by any
amounts otherwise paid to the Executive under Sterling's disability
program generally available to other employees. In addition, earned but
unpaid Base Salary and Incentive Bonus amounts and amounts (whether
vested or not) held for the Executive's account in Sterling's deferred
compensation plan then in effect as of the date of Termination of
Employment shall be payable in full. Group hospitalization, health,
dental care, life or other insurance, including travel or accident
insurance, disability insurance and the perquisites set forth in
Section 3(d) shall continue through the end of the Severance Period.
All stock options and other incentive awards held by the Executive
shall become fully exercisable during the Severance Period.
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(b) Other Terminations. In the event that the Executive's employment
hereunder terminates due to a Termination for Cause or the Executive's
death, or the Executive voluntarily terminates employment with Sterling
for reasons other than a Constructive Discharge or Permanent
Disability, earned but unpaid Base Salary and Incentive Bonus amounts
as of the date of Termination of Employment shall be payable in full.
However, no other payments shall be made, or benefits provided, by
Sterling under this Agreement except for stock options and other
incentive awards held by the Executive pursuant to the terms of the
grant(s) thereof, vested benefits payable under the terms of the
deferred compensation plan then in effect, and any other benefits which
the Executive is entitled to receive under the terms of employee
benefit programs maintained by Sterling or its affiliates for its
employees.
(c) Definitions. For purposes of this Agreement, the following terms
have the following meanings:
(i) The term "Termination for Cause" means, to the maximum
extent permitted by applicable law, a termination of the
Executive's employment by Sterling because the Executive has
(A) breached this Agreement or, having received reasonable
notice of and an opportunity to cure any deficiency, failed to
perform his duties under applicable law or the Bylaws of
Sterling, and such breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness; (B) been
convicted of a felony, as evidenced by a binding and final
judgment, order or decree of a court of competent
jurisdiction, in effect after exhaustion or lapse of all right
of appeal; or (C) violated the provisions of Section 7 herein.
(ii) The term "Constructive Discharge" means a termination of
the Executive's employment by the Executive due to a failure
of Sterling or its successors, without the prior consent of
the Executive, to fulfill the obligations under this Agreement
in any material respect, including (A) any failure of the
shareholders of Sterling to elect or reelect, or of Sterling
to appoint or reappoint, the Executive as a member of the
Board, or to the offices of President and Chief Operating
Officer of Sterling, or (B)
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any other material adverse change by Sterling in the
functions, duties or responsibilities of the Executive's
position with Sterling.
(iii) The term "Without Cause Termination" means a
termination of the Executive's employment by Sterling,
for a reason other than Permanent Disability, retirement,
expiration of the Term, or Termination for Cause.
(iv) The term "Permanent Disability" means the inability of
the Executive to work for a period of six full calendar months
during any twelve consecutive calendar months due to illness
or injury of a physical or mental nature. Any questions as to
the existence of the Disability of Executive as to which
Executive and Sterling cannot agree shall be determined in
writing by a qualified independent physician mutually
acceptable to Executive and Sterling. If Executive and
Sterling cannot agree as to a qualified independent physician,
each shall appoint such a physician and those two physicians
shall select a third who shall make such determination in
writing. The determination of Disability made in writing to
Sterling and Executive shall be final and conclusive for all
purposes under this Agreement.
6. EFFECT OF TERMINATION OF EMPLOYMENT IN CONNECTION WITH A CHANGE IN
CONTROL.
(a) Definitions. For purposes of this Agreement, the following terms
shall have the following meanings:
(i) The term "Change in Control" means any of the following
events:
(A) the acquisition by any person, (as such term is
used in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934) other than Sterling, its
affiliates or benefit plans sponsored by Sterling, or
its affiliates of ownership of stock possessing
twenty percent or more of the total voting power of
Sterling;
(B) the approval by the shareholders of Sterling of
(1) any consolidation, merger, or other similar type
of transaction involving Sterling in which the
holders of voting stock of Sterling immediately
before the consolidation, merger, or similar
transaction, will not own fifty percent or more of
the voting shares of the continuing or surviving
corporation immediately after
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such consolidation, merger, or similar transaction,
or (2) any sale, lease, exchange or other transfer
(in one transaction or a series of related
transactions) of all or substantially all of the
assets of Sterling; or
(C) a change of twenty-five percent (rounded to the
next whole person) in the membership of the Board of
Directors of Sterling or any successor within a
twelve-month period, unless the election or
nomination for election by shareholders of each new
director within such period is approved by the vote
of eighty-five percent (rounded to the next whole
person) of the directors then still in office who
were in office at the beginning of the said
twelve-month period.
(ii) "Separation Period" means the three-year period beginning
on the date of the Executive's Termination of Employment.
(iii) "Termination of Employment" shall mean the termination
of the Executive's actual employment with Sterling.
(iv) "Termination Upon a Change of Control" shall mean a
Termination of Employment upon or within eighteen months after
a Change of Control.
(b) Payments for Termination upon a Change of Control. Within twenty
days of the Executive's Termination upon a Change in Control, Sterling
shall pay to the Executive in a single payment in cash and/or provide
to the Executive, as applicable, the following:
(i) the Executive's earned but unpaid Base Salary and
Incentive Bonus amounts and amounts (whether vested or not)
held for the Executive's account in the deferred compensation
plan then in effect as of the date of Termination of
Employment;
(ii) the benefits, if any, to which the Executive is entitled
as a former employee under the employee benefit programs and
compensation plans and programs maintained for the benefit of
Sterling's officers and employees;
(iii) continued group hospitalization, health, dental care,
life or other insurance, including travel or accident
insurance and disability insurance, and the perquisites set
forth in Section 3(d) throughout the Separation Period, with
coverage equivalent to the coverage to which the Executive
would have been entitled had the Executive
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continued working for Sterling during the Separation Period at
the highest annual rate of Base Salary achieved during the
Executive's period of actual employment with Sterling,
provided, however, that the Executive may upon written notice
elect to receive the present value of such coverage in cash in
a lump sum, computed using a discount rate of 6% per year
compounded monthly.
(iv) an amount equal to the Base Salary and Incentive Bonus
amounts the Executive would have earned if the Executive had
continued working for Sterling during the Separation Period,
at the highest annual rate of Base Salary, and the highest
annual Incentive Bonus achieved during the Executive's period
of actual employment with Sterling; and
(v) an amount equal to Sterling's contributions to which the
Executive would have been entitled under Sterling's 401(k)
Plan if the Executive had continued working for Sterling
during the Separation Period at the highest annual rate of
Base Salary achieved during the Executive's period of actual
employment with Sterling, and the Executive making the maximum
amount of employee contributions as are permitted under such
plans.
(c) Options and Stock Appreciation Rights. All stock options and other
incentive awards held by the Executive shall become fully exercisable
during the Separation Period.
(d) Adjustment for Taxes. In the event that either Sterling's
independent public accountants or the Internal Revenue Service
determines that any payment, coverage, benefit or benefit acceleration
provided to Executive, whether specifically provided for in this
Agreement or otherwise, is subject to the excise tax imposed by Section
4999 (or any successor provision) ("Section 4999") of the Internal
Revenue Code of 1986, as amended (the "Code"), Sterling, within 30 days
thereafter, shall pay to Executive, in addition to any other payment,
coverage or benefit due and owing hereunder, an amount determined by
multiplying the rate of excise tax then imposed by Section 4999 by the
amount of the "excess parachute payment" received by Executive
(determined without regard to any payments made to the Executive
pursuant to this paragraph) and dividing the product so obtained by the
amount obtained by subtracting the aggregate local, state and Federal
income tax rate
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applicable to the receipt by Executive of the "excess parachute
payment" (taking into account the deductibility for Federal income tax
purposes of the payment of state and local income taxes thereon) from
the amount obtained by subtracting from 1.00 the rate of excise tax
then imposed by Section 4999 of the Code, it being Sterling's intention
that the Executive's net after tax position be identical to that which
would have obtained had Sections 280G and 4999 not been part of the
Code.
(e) In the event that, on or after the occurrence of a Change in
Control, Sterling fails to make any payment or provide any coverage to
Executive arising out of or relating in any way to this Agreement or to
the Executive's employment by Sterling (collectively, "Employment
Rights"), then Sterling shall pay to the Executive and reimburse the
Executive for the Executive's full costs (including, without
limitation, the fees and expenses of the Executive's attorneys and
court and related costs) of enforcing the Executive's Employment
Rights. In addition, if the enforceability of this Agreement or the
payment of any benefit to the Executive hereunder is disputed by
Sterling on or after the occurrence of a Change in Control, then the
Term of this Agreement shall be extended for the period of the dispute
in the event of a final judicial determination that the Executive is
entitled to at least fifty percent (in dollar amount) of the benefits
which he claimed from, and which were disputed by, Sterling.
7. OTHER DUTIES OF EXECUTIVE DURING AND AFTER TERM.
(a) Confidential Information. The Executive recognizes and acknowledges
that all information pertaining to the affairs, business, clients, or
customers of Sterling or any of its subsidiaries or affiliates (any or
all of such entities being hereinafter referred to as the "Business"),
as such information may exist from time to time, other than information
that Sterling has previously made publicly available or which is in the
public domain, is confidential information and is a unique and valuable
asset of the Business, access to and knowledge of which are essential
to the performance of the Executive's duties under this Agreement. The
Executive shall not, through the end of the Term, except to the extent
reasonably necessary in the performance of his duties under this
Agreement, divulge to any person, firm, association, corporation, or
governmental agency, any information concerning
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the affairs, business, clients, or customers of the Business (except
such information as is required by law to be divulged to a government
agency or pursuant to lawful process), or make use of any such
information for his own purposes or for the benefit of any person,
firm, association or corporation (except the Business) and shall use
his reasonable best efforts to prevent the disclosure of any such
information by others. All records, memoranda, letters, books, papers,
reports, accountings, experience or other data, and other records and
documents relating to the Business, whether made by the Executive or
otherwise coming into his possession, are confidential information and
are, shall be, and shall remain the property of the Business. No copies
thereof shall be made which are not retained by the Business, and the
Executive agrees, on termination of his employment or on demand of
Sterling, to deliver the same to Sterling.
(b) Non-Compete. Through the end of the Term, the Executive shall not
without express prior written approval of Sterling's Board, directly or
indirectly own or hold any proprietary interest in, or be employed by
or receive remuneration from, any corporation, partnership, sole
proprietorship or other entity engaged in competition with Sterling or
any of its affiliates (a "Competitor"), other than severance-type or
retirement-type benefits from entities constituting prior employers of
the Executive. The Executive also agrees that he will not solicit for
the account of any Competitor, any customer or client of Sterling or
its affiliates, or, in the event of the Executive's Termination of
Employment, any entity or individual that was such a customer or client
during the 12-month period immediately preceding the Executive's
Termination of Employment. The Executive also agrees not to act on
behalf of any Competitor to interfere with the relationship between
Sterling or its affiliates and their employees. In addition, if the
Executive obtains non-competitive employment during the Term, for such
period the Executive agrees not to solicit employees of Sterling or its
affiliates for new employment without the prior written consent of
Sterling. For purposes of this section, (i) the term "proprietary
interest" means legal or equitable ownership, whether through
stockholdings or otherwise, of greater than a 20% equity interest in a
business, firm or entity, and (ii) an entity shall be considered to be
"engaged in competition" if such entity is, or is a holding company
for, a bank, savings and loan association or other financial
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services business engaged in a business that competes with Sterling in
the States of Washington, Idaho, Montana or Oregon.
(c) Remedies. Sterling's obligation to make payments, deliver shares of
stock or provide for any benefits under this Agreement (except to the
extent vested or exercisable) shall cease upon a violation of the
preceding provisions of this section. The Executive's Agreement as set
forth in this Section 7 shall: (a) survive the termination of this
Agreement, and continue throughout the duration of the Executive's
employment with Sterling, except as amended or modified by written
agreement of the parties; and (b) survive the Executive's Termination
of Employment with Sterling.
(d) Modification of Terms. If any restriction in this Section 7 is
finally adjudicated by a court of competent jurisdiction to exceed the
time, geographic, service or other limitations permitted by applicable
law in any jurisdiction, such restriction may be modified and narrowed
by a court to the maximum time, geographic, service or other
limitations permitted by applicable law so as to preserve and protect
Sterling's legitimate business interest, without negating or impairing
any other restrictions or undertaking set forth in the Agreement.
(e) Change in Control. The provisions of this Section 7 shall be
inapplicable if the Executive's Termination of Employment is a
"Termination upon a Change in Control" as defined in Section 6 of this
Agreement.
8. WITHHOLDING TAXES. Sterling may directly or indirectly withhold from
any payments made under this Agreement all Federal, state, city or other taxes
as shall be required pursuant to any law or governmental regulation or ruling.
9. CONSOLIDATION, MERGER, OR SALE OF ASSETS. Nothing in this Agreement
shall preclude Sterling from consolidating or merging into or with, or
transferring all or substantially all of its assets to, another corporation
which assumes this Agreement and all obligations and undertakings of Sterling
hereunder. Upon such a consolidation, merger or transfer of assets and
assumption, the term "Sterling" as used herein shall mean such other corporation
and this Agreement shall continue in full force and effect.
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10. NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be given in writing and shall be deemed to
have been duly given if delivered or mailed, postage prepaid, by same day or
overnight mail as follows:
(a) To Sterling:
000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
With a copy to:
Witherspoon, Kelley, Xxxxxxxxx & Xxxxx, X.X.
000 Xxxx Xxxxxxxxx, Xxx 0000
Xxxxxxx, XX 00000-0000
(b) To the Executive:
At his regular office and to
0000 Xxxxx Xx. Xxxxxxx Xxxx
Xxxxxxx, XX 00000
or to such other address as either party shall from time-to-time specify in
writing to the other.
11. NO ATTACHMENT. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or
to execution, attachment, levy, or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect; provided, however, that nothing in this Section
11 shall preclude the assumption of such rights by executors, administrators or
other legal representatives of the Executive or his estate and their assigning
any rights hereunder to the person or persons entitled thereto.
12. NO MITIGATION. The Executive shall not be required to mitigate the
amount of any payment or benefit provided for in this Agreement by seeking other
employment or otherwise, nor shall the amount of any payment or benefit provided
for in this Agreement be reduced by any compensation earned by other employment
or otherwise, except as provided herein.
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13. SOURCE OF PAYMENT. All payments provided for under this Agreement
shall be paid in cash from the general funds of Sterling. To the extent that any
person acquires a right to receive payments from Sterling hereunder, such right,
without prejudice to rights which employees may have, shall be no greater than
the right of an unsecured creditor of Sterling.
14. FURTHER ACTION. Sterling shall perform all acts and execute all
documents as may be reasonably necessary to effect performance of this Agreement
by Sterling. In the event Sterling's Deferred Compensation Plan, the 1992 Stock
Option Plan and the 1998 Long-Term Incentive Plan or plans which are
substantially similar to such plans are not maintained, Sterling shall provide
the Executive with compensation which is substantially similar in financial
effect to the compensation which would otherwise have been provided through such
plans. References herein to deferred compensation, stock option or incentive
plan(s) and any other benefit plans shall be deemed to include all successor
plans. Nothing in this Agreement shall be deemed to be a modification of
Sterling's stock option or incentive plans.
15. SEVERABILITY. If any provision of this Agreement or application
thereof to anyone or under any circumstances is finally adjudicated by a court
of competent jurisdiction to be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect any other provision or
application and shall not invalidate or render unenforceable such provision or
application in any other jurisdiction.
16. CONTENTS OF AGREEMENT. This Agreement supersedes all prior
agreements and sets forth the entire understanding among the parties hereto with
respect to the subject matter hereof and cannot be changed, modified, extended
or terminated except upon written amendment approved by the parties hereto.
17. GOVERNING LAW. The validity, interpretation, performance, and
enforcement of this Agreement shall be governed by the laws of the State of
Washington, and the Executive consents to the jurisdiction of the state and
federal courts of Washington in any dispute arising under this Agreement.
18. SURVIVAL OF BENEFITS. Any section of this Agreement which provides
a benefit to the Executive and which does not expressly provide for its
termination upon the expiration of the Term shall survive the expiration of the
Term and the obligation to provide benefits to the Executive as
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set forth in such Section shall remain binding upon Sterling until such time as
the Executive's employment relationship with Sterling is terminated and the
benefits provided under such Section are paid in full to the Executive. Anything
to the contrary herein notwithstanding, following any Termination of Employment
including retirement, Sterling shall continue to provide medical, dental,
disability and travel accident insurance coverages for the Executive and his
spouse to the same extent as if the Executive had continued in Sterling's
employ, provided that such coverages shall be offset by the receipt of any
alternate benefits under Medicare or similar programs.
19. REPRESENTATIONS. The Executive hereby represents and warrants that
he has the legal capacity to execute and perform this Agreement, that it is a
valid and binding agreement against him according to its terms, and that its
execution and performance by him does not and will not violate the terms of any
existing agreement or understanding to which the Executive is a party. In
addition, the Executive represents and warrants that he knows of no reason why
he is not physically capable of performing his obligations under this Agreement
in accordance with its terms.
20. MISCELLANEOUS. All section headings are for convenience only. This
Agreement may be executed in any number of counterparts, each of which when
executed shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument. It shall not be necessary in making
proof of this Agreement or any counterpart hereof to produce or account for any
of the other counterparts.
IN WITNESS WHEREOF, and intending to be legally bound, Sterling has
caused this Agreement to be executed by its duly authorized representatives and
the Executive has signed this Agreement, all as of the first date above written.
STERLING FINANCIAL CORPORATION
BY: /s/ Xxxxxx. X. Xxxxxxxx
---------------------------
XXXXXX X. XXXXXXXX
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ATTEST:
STERLING FINANCIAL CORPORATION
BY: /s/ XXXXXX X. XXXXX
------------------------------------
XXXXXX X. XXXXX
Senior Vice President - Finance
/s/ XXXXXXX X. XXXXX
----------------------------------
XXXXXXX X. XXXXX
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