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EXHIBIT 10.8
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 XXXXXX X.
XXXXXXX (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
Financial 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.
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.
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
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EXECUTIVE SEVERANCE AGREEMENT
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(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 two (2) times the 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) $114,000 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 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 of the
Company following a written warning). If not earlier terminated, this Agreement
will terminate three (3) years after any change in control occurs.
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EXECUTIVE SEVERANCE AGREEMENT
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IN WITNESS WHEREOF, the parties have executed this Agreement this 24th
day of May, 1990.
CENTRAL BANCORPORATION EXECUTIVE
By: ________________________________ ___________________________
Xxxxxx X. Rioirdan
Title _______________________________
CENTRAL WASHINGTON BANK
By:________________________________
Title_______________________________
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FIRST AMENDMENT TO
EXECUTIVE SEVERANCE AGREEMENT
This First Amendment to Executive Severance Agreement is made and
entered into as of this 28th day of December, 1990, by and between Central
Bancorporation, a Washington corporation (the "Company") acting on behalf of
itself and its present and future subsidiaries (the "Employer Group") and XXXXXX
X. XXXXXXX (the "Executive"). This Agreement amends an Executive Severance
Agreement (the "Severance Agreement") made and entered into by and between the
same parties dated effective as of May 24, 1990.
RECITAL
The parties desire to enter into this Agreement to amend the terms of
the Severance Agreement in order to provide an exception to the term "Change in
Control" as defined in the Severance Agreement, and to otherwise expressly
ratify and confirm the terms of the Severance Agreement.
AGREEMENT
In consideration of the mutual promises, covenants, agreements and
undertakings contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby contract and agree as follows:
SECTION 1
Section 1 of the Severance Agreement, entitled Change in Control, shall
be amended by adding at the end thereof the following:
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 Corporation, imposed or
encouraged by executive or regulatory agency, or financial
assistance from the Federal Deposit Insurance Corporation (or
its successor).
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FIRST AMENDMENT TO
EXECUTIVE SEVERANCE AGREEMENT
Page 2
SECTION 2
Acknowledgement of Severance Agreement. Except as expressly amended or
modified pursuant to this Amendment, all of the remaining terms, provisions and
conditions of the Severance Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement this 9th
day of January, 1991.
CENTRAL BANCORPORATION: EXECUTIVE:
By:________________________ By:______________________
Xxxxxx X. Xxxxxxx
Its:________________________
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SECOND AMENDMENT TO
EXECUTIVE SEVERANCE AGREEMENT
This Second Amendment to Executive Severance Agreement is made and
entered into as of this 11th day of January, 1995, by and between Central
Bancorporation, a Washington corporation (the "Company") acting on behalf of
itself and its present and future subsidiaries (the "Employer Group"), and
XXXXXX X. XXXXXXX (the "Executive"). This Agreement amends an Executive
Severance Agreement (the "Severance Agreement") and the First Amendment to the
Executive Severance Agreement made and entered into by and between the same
parties dated effective May 24, 1990, and January 9, 1991, respectively.
RECITAL
The parties desire to enter into this Agreement to amend the terms of
the Severance Agreement and the First Amendment to the Severance Agreement in
order to provide clarity as to Section 1 of the First Amendment.
AGREEMENT
In consideration of the mutual promises, covenants, agreements and
undertakings contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby contract and agree as follows:
SECTION 1
Section 1 of the Severance Agreement, entitled Change in Control, shall
be amended by adding at the end thereof the following:
Notwithstanding the terms of the First Amendment to the
Severance Agreement, the Executive shall not be deemed to have
encouraged or imposed a change of control when acting at the
direction of the Company.
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SECOND AMENDMENT TO
EXECUTIVE SEVERANCE AGREEMENT
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SECTION 2
Acknowledgement of Severance Agreement. Except as expressly amended or
modified pursuant to this Amendment, all of the remaining terms, provisions and
conditions of the Severance Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement this 18th
day of January, 1995.
CENTRAL BANCORPORATION: EXECUTIVE:
By:________________________ By:_____________________
Xxxxxx X. Xxxxxxx
Its:________________________
