FORM OF
SEVERANCE AGREEMENT
This SEVERANCE AGREEMENT is entered into this 15th day of May, 2001, by and
between Centennial Bancorp, an Oregon corporation (the "Corporation"), and
________________, _________________ (the "Executive") of Centennial Bank, an
Oregon-chartered bank and wholly owned subsidiary of the Corporation.
WHEREAS, the Executive is an executive of Centennial Bank, and in that
capacity the Executive has made and is expected to continue to make major
contributions to the profitability, growth and financial strength of the
Corporation;
WHEREAS, the Corporation recognizes that, as is the case for most
companies, the possibility of a Change in Control (as defined in Section 1(c))
exists;
WHEREAS, the Corporation desires to assure itself of the current and future
continuity of management and desires to establish minimum severance benefits for
officers and other key employees, including the Executive, if a Change in
Control occurs;
WHEREAS, the Corporation wishes to ensure that officers and other key
employees are not practically disabled from discharging their duties if a
proposed or actual transaction involving a Change in Control arises;
WHEREAS, the Corporation desires to provide additional inducement for the
Executive to continue to remain in the ongoing employ of the Corporation or its
subsidiaries; and
WHEREAS, none of the conditions or events included in the definition of the
term "golden parachute payment" that is set forth in ss.18(k)(4)(A)(ii) of the
Federal Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in Federal
Deposit Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)]
exists or, to the best knowledge of the Corporation, is contemplated insofar as
the Corporation is concerned.
NOW THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. CHANGE IN CONTROL COMBINED WITH EMPLOYMENT TERMINATION
(a) Termination of Executive Within a Year after a Change in Control. If a
Change in Control occurs during the term of this Agreement and if either of the
following occurs, the Executive shall be entitled to the severance and
termination benefits specified in Section 2 of this Agreement:
(1) Termination by the Corporation or a Subsidiary: the Executive's
employment with the Corporation or its Subsidiary(ies) is
involuntarily terminated within one year after a Change in Control,
except for
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termination under Section 4 of this Agreement. For purposes of this
Agreement, "Subsidiary" means an entity in which the Corporation
directly or indirectly beneficially owns 50% or more of the
outstanding voting securities; or
(2) Termination by the Executive for Good Reason: the Executive terminates
his employment with the Corporation or Subsidiary(ies) for Good Reason
(as defined in Section 3) within one year after a Change in Control.
If the Executive is removed from office or if his employment terminates
after discussions with a third party regarding a Change in Control commence, and
if those discussions ultimately conclude with a Change in Control, then for
purposes of this Agreement the removal of the Executive or termination of his
employment shall be deemed to have occurred after the Change in Control.
(b) Termination by the Executive During a 30-day Period One Year after a
Change in Control. The Executive shall also be entitled to the severance and
termination benefits under Section 2 of this Agreement if he terminates
employment with the Corporation or Subsidiary(ies) for any reason or for no
reason during the 30-day period immediately after the first anniversary of the
first occurrence of a Change in Control.
(c) Definition of Change in Control. For purposes of this Agreement,
"Change in Control" means any of the following events occur:
(1) Merger: the Corporation merges into or consolidates with another
corporation, or merges another corporation into the Corporation, and
as a result less than a majority of the combined voting power of the
resulting corporation immediately after the merger or consolidation is
held by persons who were the holders of the Corporation's voting
securities immediately before the merger or consolidation. For
purposes of this Agreement, the term "person" means an individual,
corporation, partnership, trust, association, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization or other
entity;
(2) Acquisition of Significant Share Ownership: a report on Schedule 13D
or Schedule TO (or any successor schedule, form or report) is filed or
is required to be filed under Sections 13(d) or 14(d) of the
Securities Exchange Act of 1934, if the schedule discloses that the
filing person or persons acting in concert has or have become the
beneficial owner of 25% or more of a class of the Corporation's voting
securities (but this clause (2) shall not apply to beneficial
ownership of voting shares of the Corporation held by a Subsidiary of
the Corporation in a fiduciary capacity);
(3) Change in Board Composition: during any period of two consecutive
years, individuals who constitute the Board of Directors of the
Corporation at the beginning of the two-year period cease for any
reason to constitute at least a majority thereof; provided, however,
that -- for purposes of this clause (3) -- each
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director who is first elected by the Board (or first nominated by the
Board for election by shareholders) by a vote of at least two-thirds
(2/3) of the directors who were directors at the beginning of the
period shall be deemed to have been a director at the beginning of the
two-year period;
(4) Sale of Assets: the Corporation sells to a third party substantially
all of the Corporation's assets; or
(5) Disclosure of a Change in Control: the Corporation files a report or
proxy statement with the Securities and Exchange Commission pursuant
to the Securities Act of 1933 or the Securities Exchange Act of 1934
disclosing -- in response to Rules 165 or 425, Form 8-K or Schedule
14A (or any successor schedule, form or report or item therein) --
that a change in control of the Corporation has occurred or will occur
under any existing contract or pending transaction.
Notwithstanding this definition of Change in Control,
o The Board May Make an Exception If It Continues to Control the
Resulting Corporation's Board: if the individuals who constitute the
directors of the Corporation at the time a specific transaction
described in Section 1(c)(1) or 1(c)(4) is first presented or
disclosed to the Board will-- according to the terms of the definitive
agreement for the transaction-- constitute a majority of the members
of the Board of Directors of the resulting corporation or acquiring
person immediately after the transaction, then, before an event that
would otherwise constitute a Change in Control, the Board may
determine by majority vote that the specific transaction does not
constitute a Change in Control under Section 1(c)(1) or 1(c)(4); and
o The Board May Make an Exception If the Corporation or Related Entities
Acquire Significant Share Ownership: unless otherwise determined in a
specific case by majority vote of the Board, a "Change in Control"
shall not be deemed to have occurred for purposes of Section 1(c)(2)
or 1(c)(5) solely because (1) the Corporation, (2) a Subsidiary, or
(3) any employee stock ownership plan or any other employee benefit
plan of the Corporation or any Subsidiary either files or becomes
obligated to file a report or a proxy statement under or in response
to Rule 165 or Rule 425 under the Securities Act of 1933 or Schedule
13D, Schedule TO, Schedule 13E-3, Form 8-K or Schedule 14A under the
Securities Exchange Act of 1934 (or any successor schedule, form or
report or item therein) disclosing beneficial ownership by it of
voting securities of the Corporation, whether in excess of 25% or
otherwise, or because the Corporation reports that a change in control
of the Corporation has occurred or will occur in the future because of
such beneficial ownership.
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2. SEVERANCE AND TERMINATION BENEFITS
(a) Severance and Termination Benefits. The severance and termination
benefits to which the Executive is entitled under Section 1 are as follows:
(1) Lump Sum Payment: the Corporation shall make a lump sum payment to the
Executive in an amount in cash equal to the Executive's annual
compensation. For purposes of this Agreement, annual compensation
means (a) the Executive's then current base salary, plus (b) any
bonuses or incentive compensation earned for the calendar year
immediately preceding the year in which the Change in Control occurs,
regardless of when the bonus(es) or incentive compensation earned for
the preceding calendar year is paid. The amount payable to the
Executive hereunder shall not be reduced to account for the time value
of money or discounted to present value. The payment required under
this Section 2(a)(1) is payable no later than 5 business days after
the date the Executive's employment terminates. If the Executive
terminates employment for Good Reason, the date of termination shall
be the date specified by the Executive in his notice of termination.
(2) Benefit Plans: the Corporation shall cause the Executive to become
fully vested in any qualified and nonqualified plans, programs or
arrangements in which the Executive participated, notwithstanding any
provisions contained in the respective agreement of the plan, program
or arrangement. The Corporation also shall contribute or cause a
Subsidiary to contribute to the Executive's 401(k) Plan account and
his Centennial Bank Employee Savings and Profit Sharing Plan account
the matching and profit sharing contribution, if any, that would have
been paid had the Executive's employment not terminated before the end
of the plan year.
(b) No Mitigation Required. The Corporation hereby acknowledges that it
will be difficult and could be impossible (1) for the Executive to find
reasonably comparable employment after his employment terminates, and (2) to
measure the amount of damages the Executive may suffer as a result of
termination. Additionally, the Corporation acknowledges that its general
severance pay plans do not provide for mitigation, offset or reduction of any
severance payment received thereunder. Accordingly, the Corporation further
acknowledges that the payment of severance and termination benefits by the
Corporation under this Agreement is reasonable and will be liquidated damages,
and the Executive shall not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise, nor
will any profits, income, earnings or other benefits from any source whatsoever
create any mitigation, offset, reduction or any other obligation on the part of
the Executive hereunder or otherwise.
3. GOOD REASON
(a) Definition of Good Reason. For purposes of this Agreement, "Good
Reason" means the occurrence of any of the events or conditions described in
clauses (1) through (6) hereof without the Executive's express written consent:
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(1) Change in Office or Position or Termination as a Director: failure to
elect or reelect or otherwise to maintain the Executive in the office
or position, or a substantially equivalent office or position, of or
with the Corporation or a Subsidiary that the Executive held
immediately before the Change in Control, or the removal or failure to
nominate the Executive as a director of the Corporation (or any
successor thereto) if the Executive shall have been a director of the
Corporation immediately before the Change in Control;
(2) Adverse Change in the Scope of His Duties or Compensation and
Benefits:
(a) a significant adverse change in the nature or scope of the
authorities, powers, functions, responsibilities or duties
associated with the Executive's position with the Corporation or
a Subsidiary compared to the nature or scope of the authorities,
powers, functions, responsibilities or duties associated with the
position immediately before the Change in Control;
(b) a reduction in the aggregate of the Executive's annual
compensation received from the Corporation or a Subsidiary; or
(c) the termination or denial of the Executive's rights to benefits
under the Corporation's or a Subsidiary's benefit, compensation
and incentive plans and arrangements or a reduction in the scope
or value thereof, which situation is not remedied within 10
calendar days after written notice to the Corporation from the
Executive;
(3) Adverse Change in Circumstances: the Executive determines that a
change in circumstances has occurred after a Change in Control,
including without limitation a change in the scope of the business or
other activities for which the Executive is responsible compared to
his responsibilities immediately before the Change in Control, (a)
which renders the Executive substantially unable to carry out,
substantially hinders the Executive's performance of, or causes the
Executive to suffer a substantial reduction in, any of the
authorities, powers, functions, responsibilities or duties associated
with the office or position held by the Executive immediately before
the Change in Control, and (b) which situation is not remedied within
10 calendar days after written notice to the Corporation from the
Executive of such determination. Provided his determination is made in
good faith, the Executive's determination will be conclusive and
binding upon the parties hereto. The Executive's determination will be
presumed to have been made in good faith, unless the Corporation
establishes by clear and convincing evidence that it was not made in
good faith;
(4) Liquidation and Merger of the Corporation or a Subsidiary: the
liquidation, dissolution, merger, consolidation or reorganization of
the Corporation or Centennial Bank or transfer of all or substantially
all of the business or assets of either the Corporation or Centennial
Bank, unless the successor or successors (by liquidation, merger,
consolidation, reorganization, transfer or otherwise) to which
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all or substantially all of the business or assets have been
transferred (directly or by operation of law) assumes all duties and
obligations of the Corporation under this Agreement;
(5) Relocation of the Executive: the Corporation or Centennial Bank
relocates its principal executive offices, or requires the Executive
to have his principal location of work changed, to any location that
is more than 25 miles from the location thereof immediately before the
Change in Control, or requires the Executive to travel away from his
office in the course of discharging his responsibilities or duties
hereunder at least 20% more (in terms of aggregate days in any
calendar year or in any calendar quarter when annualized for purposes
of comparison to any prior year) than was required of Executive in any
of the three full years immediately before the Change in Control; or
(6) Breach of this Agreement: without limiting the generality or effect of
the foregoing, any material breach of this Agreement by the
Corporation or any successor thereto.
(b) No Effect on Employee Benefits. Termination by the Corporation under
Section 1(a)(1) (termination within one year after a Change in Control),
termination by the Executive under Section 1(a)(2) (termination for Good Reason)
and termination by the Executive under Section 1(b) (termination during the
30-day period after the first anniversary of a Change in Control) will not
affect any rights the Executive may have under any benefit, compensation or
incentive agreement, policy, plan, program or arrangement of the Corporation or
a Subsidiary, which rights shall be governed by the terms thereof.
4. TERMINATION FOR WHICH NO SEVERANCE OR TERMINATION BENEFITS ARE PAYABLE
(a) No Severance for Termination for Cause. Anything in this Agreement to
the contrary notwithstanding, under no circumstance shall the Executive be
entitled to severance or termination benefits if his employment terminates for
Cause.
(1) Cause Means Commission of Any of the Following Acts: For purposes of
this Agreement, "Cause" means the Executive shall have committed any
of the following acts:
(a) Fraud, Embezzlement or Theft: an intentional act of fraud,
embezzlement or theft in connection with his duties or in the
course of his employment with the Corporation or a Subsidiary;
(b) Intentional Harm: intentional wrongful damage to property of the
Corporation or a Subsidiary, causing material harm to the
Corporation or a Subsidiary;
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(c) Disclosure of Trade Secrets: intentional wrongful disclosure of
secret processes or confidential information of the Corporation
or a Subsidiary, causing material harm to the Corporation or a
Subsidiary;
(d) Competing with the Corporation or a Subsidiary: intentional
wrongful engagement in any competitive activity during the term
of the Executive's employment. For purposes of this Agreement,
competitive activity means the Executive's participation, without
the written consent of an officer of the Corporation, in the
management of any business enterprise if (1) the enterprise
engages in substantial and direct competition with the
Corporation or a Subsidiary, (2) the enterprise's revenues
derived from any product or service competitive with any product
or service of the Corporation or a Subsidiary amounted to 10% or
more of such enterprise's revenues for its most recently
completed fiscal year, and (3) the Corporation's revenues from
the product or service amounted to 10% of the Corporation's
revenues for its most recently completed fiscal year, or a
Subsidiary's revenues from the product or service amounted to 10%
of a Subsidiary's revenues for its most recently completed fiscal
year. A competitive activity does not include mere ownership of
securities in any such enterprise and the exercise of rights
appurtenant thereto, provided the Executive's share ownership
does not give him practical or legal control of the enterprise.
For this purpose, ownership of less than 5% of the enterprise's
outstanding voting securities shall conclusively be presumed to
be insufficient for practical or legal control, and ownership of
more than 50% shall conclusively be presumed to constitute
practical and legal control.
If the Executive is now or hereafter becomes subject to an
agreement not to compete with the Corporation or a Subsidiary, a
breach by the Executive of that other noncompetition agreement
shall be grounds for denial of severance and termination benefits
for Cause under this clause (d) of Section 4(a)(1). But if the
Executive engages in a competitive activity under circumstances
justifying denial of severance or termination benefits for Cause
under this clause (d), that shall not necessarily be grounds for
concluding that the Executive has also breached the other
noncompetition agreement to which he is or may become subject.
This clause (d) is not intended to and shall not be construed to
supersede or amend any provision of an employment or
noncompetition agreement to which the Executive is or may become
subject. This clause (d) does not grant to the Executive any
right or privilege to engage in other activities or enterprises,
whether in competition with the Corporation or a Subsidiary or
otherwise; or
(e) Termination for Cause under an Employment Agreement: any actions
that have caused the Executive to be terminated for cause under
any
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employment agreement existing on the date hereof or hereafter entered
into between the Executive and the Corporation or a Subsidiary.
(2) Definition of "Intentional": For purposes of this Agreement, no act or
failure to act on the part of the Executive shall be deemed to have
been intentional if it was due primarily to an error in judgment or
negligence. An act or failure to act on the Executive's part shall be
considered intentional if it is not in good faith and if it is without
a reasonable belief that the action or failure to act is in the best
interests of the Corporation.
(3) Termination for Cause Can Occur Solely by Formal Board Action. The
Executive shall not be deemed to have been terminated for Cause under
this Agreement unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the affirmative vote
of at least three-fourths (3/4) of the directors of the Corporation
then in office at a meeting of the Board of Directors called and held
for such purpose, which resolution shall (a) contain findings that, in
the good faith opinion of the Board, the Executive has committed an
act constituting Cause and (b) specify the particulars thereof in
detail. Notice of that meeting and the proposed termination for Cause
shall be given to the Executive a reasonable amount of time before the
Board's meeting. The Executive and his counsel (if the Executive
chooses to have counsel present) shall have a reasonable opportunity
to be heard by the Board at the meeting. Nothing in this Agreement
limits the Executive's or his beneficiaries' right to contest the
validity or propriety of the Board's determination of Cause, and they
shall have the right to contest the validity or propriety of the
Board's determination of Cause even if that right does not exist under
any employment agreement of the Executive.
(b) No Severance under this Agreement for the Executive's Death or
Disability. Anything in this Agreement to the contrary notwithstanding, under no
circumstance shall the Executive be entitled to severance payments or
termination benefits if
(1) Death: the Executive dies while actively employed by the Corporation
or a Subsidiary; or
(2) Disability: the Executive becomes totally disabled while actively
employed by the Corporation or a Subsidiary. For purposes of this
agreement, the term "totally disabled" means that because of injury or
sickness the Executive is unable to perform his duties.
The benefits, if any, payable to the Executive or his beneficiary(ies) or
estate relating to his death or disability shall be determined solely by such
benefit plans or arrangements as the Corporation or a Subsidiary may have with
the Executive relating to death or disability, not this Agreement.
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5. TERM OF AGREEMENT
The initial term of this Agreement shall be for a period of three years,
commencing May 15, 2001. On the first anniversary of the May 15, 2001 effective
date of this Agreement, and on each anniversary thereafter, the Agreement shall
be extended automatically for one additional year, but only if the Board of
Directors determines (a) that the Executive's performance has met the Board's
requirements and standards and (b) that the term shall be extended. If the Board
of Directors determines not to extend the term, it shall promptly notify the
Executive. References herein to the term of this Agreement shall refer to the
initial term, as the same may be extended. Unless sooner terminated, this
Agreement shall terminate when the Executive reaches age 65. If the Board
decides not to extend the term of this Agreement, this Agreement shall
nevertheless remain in force until its term expires. The Board's decision not to
extend the term of this Agreement shall not -- by itself -- give the Executive
any rights under this Agreement to claim an adverse change in his position,
compensation or circumstances or otherwise to claim entitlement to severance or
termination benefits under this Agreement.
6. THIS AGREEMENT IS NOT AN EMPLOYMENT CONTRACT
The parties hereto acknowledge and agree that (a) this Agreement is not a
management or employment agreement and (b) nothing in this Agreement shall give
the Executive any rights or impose any obligations to continued employment by
the Corporation or any Subsidiary or successor of the Corporation, nor shall it
give the Corporation any rights or impose any obligations for the continued
performance of duties by the Executive for the Corporation or any Subsidiary or
successor of the Corporation.
7. PAYMENT OF LEGAL FEES
(a) The Executive May Enforce this Agreement Through Legal Action. The
Corporation irrevocably authorizes the Executive to retain from time to time
counsel of Executive's choice to advise and represent him in the interpretation,
enforcement or defense of the parties' rights and responsibilities under this
Agreement, if:
(1) the Executive concludes that the Corporation has failed to comply with
any of its obligations under this Agreement, or
(2) if the Corporation or any or any other person takes or threatens to
take any action to declare this Agreement void or unenforceable, or
institutes any litigation or other action or proceeding designed to
deny, or to recover from, the Executive the benefits provided or
intended to be provided to the Executive under this Agreement,
including without limitation the initiation or defense of any litigation or
other legal action, whether by or against the Corporation or any director,
officer, stockholder or other person affiliated with the Corporation, in any
jurisdiction.
(b) Fees and Expenses Will Be Paid by the Corporation. The Corporation
desires that the Executive not be required to incur legal fees and the related
costs and expenses associated with the interpretation, enforcement or defense of
Executive's rights under this Agreement by
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litigation or otherwise, because the amounts thereof would substantially detract
from the benefits intended to be extended to the Executive under this Agreement.
Therefore, even if the Executive does not prevail in whole or in part in the
litigation or other legal action associated with the interpretation, enforcement
or defense of Executive's rights under this Agreement, the Corporation hereby
agrees to pay and be solely financially responsible for any and all attorneys'
and related fees, costs and expenses incurred by the Executive in the litigation
or other legal action, up to a maximum of $50,000. The fees and expenses of
counsel selected by the Executive shall be paid or reimbursed to the Executive
by the Corporation on a regular, periodic basis, upon presentation by the
Executive of a statement or statements prepared by such counsel in accordance
with counsel's customary practices. Anything herein to the contrary
notwithstanding, nothing in this Agreement authorizes the Corporation to pay or
the Executive to demand payment of fees, costs and expenses if and to the extent
payment of fees, costs and expenses constitutes a "prohibited indemnification
payment" within the meaning of Federal Deposit Insurance Corporation Rule
359.1(l)(1) [12 CFR 359.1(l)(1)].
(c) The Executive May Choose the Corporation's Counsel. Notwithstanding any
existing or previous attorney-client relationship between the Corporation and
any counsel chosen by the Executive under Section 7(a), the Corporation
irrevocably consents to the Executive's entering into an attorney-client
relationship with that counsel, and the Corporation and the Executive agree that
a confidential relationship shall exist between the Executive and that counsel.
8. WITHHOLDING OF TAXES
The Corporation or a Subsidiary may withhold from any benefits payable
under this Agreement all Federal, state, local or other taxes as may be required
by law, governmental regulation or ruling.
9. SUCCESSORS AND ASSIGNS
(a) This Agreement Is Binding on the Corporation's Successors. This
Agreement shall be binding upon the Corporation and any successor to the
Corporation, including any persons acquiring directly or indirectly all or
substantially all of the business or assets of the Corporation by purchase,
merger, consolidation, reorganization or otherwise. Any such successor shall
thereafter be deemed to be the "Corporation" for purposes of this Agreement. But
this Agreement and the Corporation's obligations under this Agreement are not
otherwise assignable, transferable or delegable by the Corporation. By agreement
in form and substance satisfactory to the Executive, the Corporation shall
require any successor to all or substantially all of the business or assets of
the Corporation expressly to assume and agree to perform this Agreement in the
same manner and to the same extent the Corporation would be required to perform
if no such succession had occurred.
(b) This Agreement Is Enforceable by the Executive and His Heirs. This
Agreement will inure to the benefit of and be enforceable by the Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees and legatees.
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(c) This Agreement Is Personal in Nature and Is Not Assignable. This
Agreement is personal in nature. Without written consent of the other party,
neither party shall assign, transfer or delegate this Agreement or any rights or
obligations under this Agreement except as expressly provided in this Section 9.
Without limiting the generality or effect of the foregoing, the Executive's
right to receive payments hereunder is not assignable or transferable, whether
by pledge, creation of a security interest, or otherwise, except for a transfer
by Executive's will or by the laws of descent and distribution. If the Executive
attempts an assignment or transfer that is contrary to this Section 9, the
Corporation shall have no liability to pay any amount to the assignee or
transferee.
10. NOTICES
All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered by hand or
mailed, certified or registered mail, return receipt requested, with postage
prepaid to the following addresses or to such other address as either party may
designate by like notice.
(a) If to the Corporation, to:Centennial Bancorp
One S.W. Columbia St., Suite 900
Xxxxxxxx, Xxxxxx 00000
Attn: Corporate Secretary
(b) If to the Executive, to: ________________________________
________________________________
________________________________
and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.
11. CAPTIONS AND COUNTERPARTS
The headings and subheadings used in this Agreement are included solely for
convenience and shall not affect the interpretation of this Agreement.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same agreement.
12. AMENDMENTS AND WAIVERS
No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in a writing or writings
signed by the Executive and by the Corporation. No waiver by either party hereto
at any time of any breach by the other party hereto or compliance with any
condition or provision of this Agreement to be performed by such other party
will be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or representations, oral
or otherwise, expressed
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or implied with respect to the subject matter hereof have been made by either
party that are not set forth expressly in this Agreement.
13. SEVERABILITY
The provisions of this Agreement shall be deemed severable. The invalidity
or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions of this Agreement. Any provision held to
be invalid or unenforceable shall be reformed to the extent (and only to the
extent) necessary to make it valid and enforceable.
14. GOVERNING LAW
The validity, interpretation, construction and performance of this
Agreement shall be governed by and construed in accordance with the substantive
laws of the State of Oregon, without giving effect to the principles of conflict
of laws of such State.
15. ARBITRATION
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in accordance with the
rules of the American Arbitration Association then in effect. Judgment may be
entered on the arbitrator's award in any court having jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first written above.
CENTENNIAL BANCORP EXECUTIVE
By:
----------------------------------- ---------------------------------
Xxx X. Xxxxxxxxx, President & CEO
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SCHEDULE TO EXHIBIT 10.21
Form of Severance Agreement
The Severance Agreements between Centennial Bancorp and the officers named
below dated May 15, 2001 are identical in all material respects (except as noted
below) other than with respect to their employment position, which is as follows
for each officer:
Xxxxxx X. Xxxxxxx Senior Vice President
Xxxxx X. Xxxxxxxx Senior Vice President
Xxxxxx X. Xxxxxxx Executive Vice President
Xxxxx X. Xxxxxxxxx Executive Vice President
Xxxxxx X. Xxxxxxx Executive Vice President
Xxxx X. XxXxxxxxxx Executive Vice President
Xxxxxxx X. Xxxxx Senior Vice President
Xxxxxxx X. Xxxx Executive Vice President
Xxxxxx X. Xxxxxxxx General Counsel
In addition, Xx. Xxxxxxx'x Severance Agreement also includes the following
additional language in the recitals:
WHEREAS, the Executive has served as President and Chief Executive
Officer of Centennial Mortgage Company, and after the merger of Centennial
Mortgage Company with and into Centennial Bank the Executive will continue
to serve as an executive of Centennial Bank, and the Executive acknowledges
and agrees that the merger of Centennial Mortgage Company with and into
Centennial Bank and the associated change in the Executive's employment
status shall not entitle the Executive to severance or termination benefits
under this Agreement.
