EXHIBIT 10.18
COLUMBIA RIVER BANK
EXECUTIVE BONUS DEFERRAL AGREEMENT
THIS AGREEMENT is adopted effective the 3rd day of June, 2002, by and
between COLUMBIA RIVER BANK, a state-chartered commercial bank with headquarters
in The Dalles, Oregon ("Bank") and XXXXX X. XXXXXX (the "Executive").
RECITALS
WHEREAS, the Executive is an employee of the Bank;
WHEREAS, the Executive's experience and knowledge of the affairs of the
Bank and the banking industry are extensive and valuable;
WHEREAS, the Bank desires to permit Executive to defer a portion of
Executive's annual bonus, and will pay the Executive's bonus deferral plan
benefits from the Bank's general assets;
WHEREAS, it is deemed to be in the best interests of the Bank to
provide the Executive with such a benefit, on the terms and conditions set forth
herein, in order to reasonably induce the Executive to remain in the Bank's
employment; and
WHEREAS, the Executive and the Bank wish to specify in writing the
terms and conditions upon which this deferred bonus arrangement will be provided
to the Executive;
NOW, THEREFORE, in consideration of the services to be performed by the
Executive in the future, as well as the mutual promises and covenants contained
herein, the Executive and the Bank agree as follows:
SECTION 1 - Definitions
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
"Bonus" means only the bonus paid to the Executive during a Plan Year
and does not include any salary.
"Change of Control" means the transfer of shares of the Bank's voting
common stock, within twelve (12) months by the Executive's Termination of
Employment for reasons other than death, Disability or retirement, such that one
entity or one person acquires (or is deemed to acquire when applying Section 318
of the Code) "control" of the Bank's common stock. As used herein, "control"
shall mean the acquisition of twenty-five percent (25%) or more of the voting
securities of the Bank or its holding
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company by any person, or persons acting as a group within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, or to such acquisition of
a percentage between ten percent (10%) and twenty-five percent (25%) if the
Board or the Comptroller of the Currency, the FDIC, or the Federal Reserve Bank
have made a determination that such acquisition constitutes or will constitute
control of the Bank or its holding company. The term "person" refers to an
individual, corporation, bank, bank holding company, or other entity, but
excludes any Employee Stock Ownership Plan established for the benefit of
employees of the Bank, its holding company, or any of its affiliates.
"Code" means the Internal Revenue Code of 1986, as amended.
"Disability" means the Executive's suffering a sickness, accident or
injury which has been determined by the carrier of any individual or group
disability insurance policy covering the Executive, or by the Social Security
Administration, to be a disability rendering the Executive totally and
permanently disabled. The Executive must submit proof to the Bank of the
carrier's or Social Security Administration's determination upon the request of
the Bank.
"Early Retirement Age" means the Executive's age 55 with 10 completed
plan years.
"Early Retirement Date" means the month, day and year in which Early
Retirement occurs.
"Effective Date" means 10/01/01.
"Election Form" means the Form attached as Exhibit 1.
"Holding Company" shall mean Columbia Bancorp, the parent corporation
of the Bank.
"Normal Retirement Age" means the Executive's 55th birthday.
"Normal Retirement Date" means the later of the Normal Retirement Age
or Termination of Employment.
"Plan Year" means the calendar year.
"Termination of Employment" means that the Executive ceases to be
employed by the Company for any reason, voluntary or involuntary, other than by
reason of a leave of absence approved by the Company.
SECTION 2 - Deferral Election
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2.1 Initial Election. The Executive shall make an initial deferral
election under this Agreement by filing with the Bank a signed Election Form
within 120 days after the Effective Date of this Agreement. The Election Form
shall set forth the amount of Bonus to be deferred and shall be effective to
defer only Bonus earned after the date the Election Form is received by the
Bank. In order to participate in this plan to defer Bonus, the Executive must
defer a minimum of 5% and a maximum of 25% of the Executive's Bonus.
2.2 Election Changes.
2.2.1 Generally. Upon the Bank's approval, the Executive may modify
the amount of Bonus to be deferred annually by filing a new Election Form with
the Bank prior to the beginning of the Plan Year in which the Bonus is to be
deferred. The modified deferral election shall not be effective until the
calendar year following the year in which the subsequent Election Form is
received and approved by the Bank.
2.2.2 Hardship. If an unforeseeable financial emergency arising from
the death of a family member, divorce, sickness, injury, catastrophe or similar
event outside the control of the Executive occurs, the Executive, by written
instructions to the Bank, may reduce future deferrals under this Agreement.
SECTION 3 - Deferral Account
3.1 Establishing and Crediting. The Bank shall establish a
Deferral Account on its books for the Executive and shall credit to the Deferral
Account the following amounts:
(1) Deferrals. The amount of the Executive's Bonus, which the
Executive elects to defer according to this Agreement.
(2) Interest Prior to Payment of Benefit. At the end of each Plan
Year and immediately prior to the payment of any benefits, but only until
commencement of the benefit payments under this Agreement, interest is to be
accrued on the account balance at an annual rate of 8% compounded monthly.
(3) Interest During Payment of Benefit. After the commencement of
the benefit payments under this Agreement, interest is to be accrued on the
account balance at an annual rate equal to 8%, compounded monthly.
(4) Interest Rate Reduction. Upon Early Termination of Service
(prior to age 55 and 10 plan years of service) the Deferral Account crediting
rate applicable until all benefits are paid, shall be reduced to 4%
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3.2 Statement of Accounts. The Bank shall provide to the
Executive, within 120 days after the end of each Plan Year, a statement setting
forth the Deferral Account balance.
3.3 Accounting Device Only. The Deferral Account is solely a
device for measuring amounts to be paid under this Agreement. The Deferral
Account is not a trust fund of any kind. The Executive is a general unsecured
creditor of the Bank for the payment of benefits. The benefits represent the
mere Bank promise to pay such benefits. The Executive's rights are not subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Executive's creditors.
SECTION 4 - Benefits During Executive's Lifetime
4.1 Normal Retirement Benefit. Upon the Normal Retirement Date,
the Bank shall pay to the Executive the benefit described in this Section 4.1 in
lieu of any other benefit under this Agreement.
(1) Amount of Benefit. The benefit under this Section 4.1 is the
Deferral Account balance at the Executive's Normal Retirement Date.
(2) Payment of Benefit. The Bank shall pay the benefit to the
Executive in 240 monthly installments commencing on the first day of the month
following the Executive's Normal Retirement Date. The Bank shall credit interest
pursuant to Section 3 on the remaining account balance during any applicable
installment period.
4.2 Early Termination Benefit. Upon Termination of Employment
prior to Early Retirement Age for reasons other than death, Change of Control or
Disability, the Bank shall pay to the Executive the benefit described in this
Section 4.2 in lieu of any other benefit under this Agreement.
(1) Amount of Benefit. The benefit under this Section 4.2 is the
Deferral Account balance at the Executive's Termination of Employment plus
interest at an annual rate of 4%, compounded monthly until all benefits have
been paid. The 4% rate shall begin on the date of termination, and shall not be
applied retroactively.
(2) Payment of Benefit. The Bank shall pay the benefit to the
Executive in 120 monthly installments commencing on the first day of the month
following the Executive's Normal Retirement age. The Bank shall credit interest
pursuant to Section 3.1(4).
4.3 Disability Benefit. If the Executive terminates employment due
to Disability prior to Normal Retirement Age, the Bank shall pay to the
Executive the benefit described in this Section 4.3 in lieu of any other benefit
under this Agreement.
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(1) Amount of Benefit. The benefit under this Section 4.3 is the
Deferral Account balance at the Executive's Termination of Employment.
(2) Payment of Benefit. The Bank shall pay the benefit to the
Executive in 120 monthly installments commencing on the first day of the month
following the Executive's Termination of Employment. The Bank shall credit
interest pursuant to Section 3.1(2) on the remaining account balance during any
applicable installment period.
4.4 Change of Control Benefit. Upon a Change of Control, the Bank
shall pay to the Executive the benefit described in this Section 4.4 in lieu of
any other benefit under this Agreement.
(1) Amount of Benefit. The benefit under this Section 4.4 shall be
the Deferral Account balance on the Executive's Termination of Employment.
(2) Payment of Benefit. The Bank shall pay the benefit to the
Executive in 120 monthly installments commencing on the first day of the month
following the Executive's Normal Retirement Date. The Bank shall credit interest
pursuant to Section 3.2 on the remaining account balance during any applicable
installment period.
4.4 Hardship Distribution. Upon the Board of Director's
determination (following petition by the Executive) that the Executive has
suffered an unforeseeable financial emergency as described in Section 2, the
Bank shall distribute to the Executive all or a portion of the Deferral Account
balance as determined by the Bank, but in no event shall the distribution be
greater than is necessary to relieve the financial hardship.
4.5 Excess Parachute Payment. Notwithstanding any provision of
this Agreement to the contrary, the Bank shall not pay any benefit under this
Agreement to the extent the benefit would create an excise tax under the excess
parachute rules of Section 280G of the Code.
SECTION 5 - Death Benefits
5.1 Death During Active Service. If the Executive dies while in
the employment of the Bank, the Bank shall pay to the Executive's beneficiary
the benefit described in this Section 5.1 in lieu of any other benefit under
this Agreement.
(1) Amount of Benefit. The benefit under Section 5.1 shall be the
greater of: (a) the Deferral Account balance; or (b) $_____ per year for 20
years.
(2) Payment of Benefit. The Bank shall pay the benefit to the
beneficiary in 240 monthly installments commencing on the first day of the month
following the Executive's death.
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5.2 Death During Payment of a Benefit. If the Executive dies after
any Benefit payments have commenced under this Agreement but before receiving
all such payments, the Bank shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.
5.3 Death After Termination of Employment But Before Payment of
Benefit Commencement. If the Executive is entitled to a Benefit under this
Agreement, but dies prior to the commencement of said benefit payments, the Bank
shall pay the same benefit payments to the Executive's beneficiary that the
Executive was entitled to prior to death except that the benefit payments shall
commence on the first day of the month following the date of the Executive's
death.
SECTION 6 - Certain Limitations
6.1 Termination for Cause. Notwithstanding any provision of this
Agreement to the contrary, the Bank shall not pay any benefit under this
Agreement that is in excess of the Executive's Deferrals and appropriate
interest accrued thereon if the Bank terminates the Executive's employment for:
(1) gross negligence or gross neglect of duties to the Bank; (2) commission of a
felony or of a gross misdemeanor involving moral turpitude in connection with
the Executive's employment with the Bank; or (3) fraud, disloyalty, dishonesty
or willful violation of any law or significant Bank policy committed in
connection with the Executive's employment and resulting in an adverse effect on
the Bank or the Holding Company.
6.2 Suicide or Misstatement. The Bank shall not pay any death
benefit under this Agreement exceeding the Deferral Account if the Executive
commits suicide within three years after the date of this Agreement, or if the
Executive has made any material misstatement of fact on an employment
application or resume provided to the Bank, or on any application for any
benefits provided by the Bank to the Executive.
SECTION 7 - Claims and Review Procedures
7.1 Claims Procedure. The Bank shall notify any person or entity
that makes a claim against the Agreement (the "Claimant") in writing, within 90
days of Claimant's written application for benefits, of his or her eligibility
or non-eligibility for benefits under the Agreement. If the Bank determines that
the Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial, (2) a specific reference to the
provisions of the Agreement on which the denial is based, (3) a description of
any additional information or material necessary for the Claimant to perfect his
or her claim, and a description of why it is needed, (4) an explanation of the
Agreement's claims review procedure and other appropriate information as to the
steps to be taken if the Claimant wishes to have the claim reviewed; and (5) a
time within which review must be requested. If the Bank determines that there
are special circumstances requiring additional time to make a decision, the Bank
shall notify the Claimant of the
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special circumstances and the date by which a decision is expected to be made,
and may extend the time for up to an additional 90 days.
7.2 Review Procedure. If the Claimant is determined by the Bank
not to be eligible for benefits, or if the Claimant believes that he or she is
entitled to greater or different benefits, the Claimant shall have the
opportunity to have such claim reviewed by the Bank by filing a petition for
review with the Bank within 60 days after receipt of the notice issued by the
Bank. Said petition shall state the specific reasons which the Claimant believes
entitle him or her to benefits or to greater or different benefits. Within 60
days after receipt by the Bank of the petition, the Bank shall afford the
Claimant (and counsel, if any) an opportunity to present his or her position to
the Bank in writing, and the Claimant (or counsel) shall have the right to
review the pertinent documents. The Bank shall notify the Claimant of its
decision in writing within the 60-day period, stating specifically the basis of
its decision, written in a manner to be understood by the Claimant and the
specific provisions of the Agreement on which the decision is based. If, because
of the need for a hearing, the 60-day period is not sufficient, the decision may
be deferred for up to another 60 days at the election of the Bank, but notice of
this deferral shall be given to the Claimant.
SECTION 8 - Beneficiaries
8.1 Beneficiary Designations. The Executive shall designate a
beneficiary by filing a written designation with the Bank. The Executive may
revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Executive and
received by the Bank during the Executive's lifetime. The Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Executive, or if the Executive names a spouse as beneficiary and
the marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.
8.2 Facility of Payment. If a benefit is payable to a minor, to a
person declared incompetent, or to a person incapable of handling the
disposition of his or her property, the Bank may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incompetent person or incapable person. The Bank may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge the
Bank from all liability with respect to such benefit.
SECTION 9 - Amendments and Termination
9.1 This Agreement may be amended or terminated only by a written
agreement signed by the Bank and the Executive.
9.2 Notwithstanding Section 9.1, the Bank may amend or terminate
this Agreement at any time if, pursuant to legislative, judicial or regulatory
action,
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continuation of the Agreement would (i) cause benefits to be taxable to the
Executive prior to actual receipt, or (ii) result in significant financial
penalties or other significantly detrimental ramifications to the Bank or the
Holding Company, other than the financial impact of paying the benefits. In no
event shall this Agreement be terminated under this section without payment to
the Executive of the Deferral Account balance attributable to the Executive's
Deferrals and interest credited on such amounts.
SECTION 10 - Status as an Unsecured General Creditor.
10.1 Notwithstanding anything contained herein to the contrary: (i)
the Executive shall have no legal or equitable rights, interests or claims in or
to any specific property or assets of the Bank as a result of this Agreement;
(ii) none of the Bank's assets shall be held in or under any trust for the
benefit of the Executive or held in any way as security for the fulfillment of
the obligations of the Bank under this Agreement; (iii) all of the Bank's assets
shall be and remain the general unpledged and unrestricted assets of the Bank;
(iv) the Bank's obligation under this Agreement shall be that of an unfunded and
unsecured promise by the Bank to pay money in the future; and (v) the Executive
shall be an unsecured general creditor with respect to any benefits which may be
payable under the terms of this Agreement. Notwithstanding subparagraphs (i)
through (v) above, the Bank and the Executive acknowledge and agree that, in the
event of a Change in Control, upon request of the Executive, or in the Bank's
discretion if the Executive does not so request and the Bank nonetheless deems
it appropriate, the Bank shall establish, concurrent with this agreement, a
Rabbi Trust or multiple Rabbi Trusts (the "Trust" or "Trusts") upon such terms
and conditions as the Bank, in its sole discretion, deems appropriate and in
compliance with applicable provisions of the Code, in order to permit the Bank
to make contributions and/or transfer assets to the Trust or Trusts to discharge
its obligations pursuant to this Agreement. The principal of the Trust or Trusts
and any earnings thereon shall be held separate and apart from other funds of
the Bank to be used exclusively for discharge of the Bank's obligations pursuant
to this Agreement and shall continue to be subject to the claims of the Bank's
general creditors until paid to the Executive in such manner and at such times
as specified in this Agreement.
10.2 Bank reserves the right to determine, in its sole and absolute
discretion, whether, to what extent and by what method, if any, to provide for
the payment of the amounts which may be payable to the Executive, under the
terms of this Agreement. In the event that the Bank elects to fund this
Agreement, in whole or in part, through the use of life insurance or annuities,
or both, the Bank shall determine the ownership and beneficial interests of any
such policy of life insurance or annuity. The Bank further reserves the right,
in its sole and absolute discretion, to terminate any such policy, and any other
devise used to fund its obligations under this Agreement, at any time, in whole
or in part. Consistent with Section 10.1 above, the Executive shall have no
right, title or interest in or to any funding source or amount utilized by the
Bank pursuant to this Agreement, and any such funding source or amount shall not
constitute security for the performance of the Bank's obligations pursuant to
this Agreement. In connection with the foregoing, the Executive agrees to
execute such documents and undergo such medical
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examinations or tests which the Bank may request and which may be reasonably
necessary to facilitate any funding for this Agreement including, without
limitation, the Bank's acquisition of any policy of insurance or annuity.
10.3 Notwithstanding any other provision of the Agreement, the
Board of Directors of the Bank or the Holding Company may, its sole and absolute
discretion: (i) accelerate the payment of the amounts due under the terms of
this Agreement, provided that the Executive consents to the revised payout terms
determined appropriate by the Board of Directors; (ii) modify other terms or
conditions of the Agreement, as the Board of Directors deems necessary or
appropriate, in response to changes in legislation, to rules, regulations or
rulings issued under the Internal Revenue Code, or to other similar events
having a substantial impact on the costs and benefits to the Bank of its
obligations under the Agreement, provided that the Executive shall receive a
substantially equivalent benefit in the event that a benefit existing under the
Agreement is canceled as a result of such modification.
SECTION 11 - Miscellaneous
11.1 Binding Effect. This Agreement shall bind the Executive and
the Bank, and their beneficiaries, survivors, executors, successors,
administrators and transferees.
11.2 No Guarantee of Employment. This Agreement is not an
employment policy or contract. It does not give the Executive the right to
remain an employee of the Bank, nor does it interfere with the Bank's right to
discharge the Executive. It also does not require the Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.
11.3 Non-Transferability. Benefits under this Agreement cannot be
sold, transferred, assigned, pledged, attached or encumbered in any manner. In
particular, the Executive shall have no power or right to transfer, assign,
anticipate, hypothecate, modify or otherwise encumber any part or all of the
amounts payable hereunder, nor, prior to payment in accordance with the terms of
this Agreement, shall any portion of such amounts be: (i) subject to seizure by
any creditor of the Executive, by a proceeding at law or in equity, for the
payment of any debts, judgments, alimony or separate maintenance obligations
which may be owed by the Executive; or (ii) transferable by operation of law in
the event of bankruptcy, insolvency or otherwise. Any such attempted assignment
or transfer shall be void.
11.4 Reorganization. This Agreement shall be binding upon and inure
to the benefit of the Executive and the Bank. Accordingly, the Bank shall not
merge or consolidate into or with another corporation, or reorganize or sell
substantially all of its assets to another corporation, firm or person, unless
and until such succeeding or continuing corporation, firm or person agrees to
assume and discharge the obligations of the Bank under this Agreement. In the
alternative, the Holding Company may agree to assume and discharge the
obligation of the Bank under this Agreement. Upon the
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occurrence of such event, the term "Bank" as used in this Agreement shall be
deemed to refer to such surviving or successor firm, person, entity or
corporation, or the Holding Company, as the case may be.
11.5 Tax Withholding. The Bank shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
11.6 Applicable Law. The laws of the State of Oregon, other than
those laws denominated choice of law rules, federal law in the case of
preemption, and where applicable, the rules and regulations of any regulatory
agency or governmental authority having jurisdiction over the Bank or the
Holding Company, shall govern the validity, interpretation, construction and
effect of this Agreement.
11.7 Unfunded Arrangement. The Executive and beneficiary are
general unsecured creditors of the Bank for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Bank to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Executive's life is a general
asset of the Bank to which the Executive and beneficiary have no preferred or
secured claim.
11.8 Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties with respect to the
subject matter of this Agreement and contains all of the covenants and
agreements between the parties with respect thereto. Each party to this
Agreement acknowledges that no other representations, inducements, promises, or
agreements, oral or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not set forth herein, and that no other
agreement, statement, or promise not contained in this Agreement shall be valid
or binding on either party. No rights are granted to the Executive by virtue of
this Agreement other than those specifically set forth herein.
11.9 Administration. The Bank shall have powers which are necessary
to administer this Agreement, including but not limited to: (i) establishing and
revising the method of accounting for the Agreement; (ii) maintaining a record
of benefit payments; (iii) establishing rules and prescribing any forms
necessary or desirable to administer the Agreement; and (iv) interpreting the
provisions of the Agreement.
11.10 Named Fiduciary. The Bank shall be the named fiduciary and
plan administrator under this Agreement. It may delegate to others certain
aspects of the management and operational responsibilities including the
employment of advisors and the delegation of ministerial duties to qualified
individuals.
11.11 Paragraph Headings. The paragraph headings used in this
Agreement are for convenience only, and shall not affect or be used in
connection with the interpretation of this Agreement.
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11.12 No Strict Construction. The language used in this Agreement
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be applied against any
person.
11.13 Opportunity To Consult With Independent Advisors. The
Executive acknowledges that he or she has been afforded the opportunity to
consult with independent advisors of his choosing including, without limitation,
accountants or tax advisors and counsel regarding both the benefits granted to
him under the terms of this Agreement and the (i) terms and conditions which may
affect the Executive's right to these benefits and (ii) personal tax effects of
such benefits including, without limitation, the effects of any federal or state
taxes, Section 280G of the Code, and any other taxes, costs, expenses or
liabilities whatsoever related to such benefits, which in any of the foregoing
instances the Executive acknowledges and agrees shall be the sole responsibility
of the Executive notwithstanding any other term or provision of this Agreement.
The Executive further acknowledges and agrees that the Bank shall have no
liability whatsoever related to any such personal tax effects or other personal
costs, expenses, or liabilities applicable to the Executive and further
specifically waives any right for himself or herself, and his or her heirs,
beneficiaries, legal representatives, agents, successor and assign to claim or
assert liability on the part of the Bank related to the matters described above
in this Section 11.13. The Executive further acknowledges that he or she has
read, understands and consents to all of the terms and conditions of this
Agreement, and that he or she enters into this Agreement with a full
understanding of its terms and conditions.
11.14 Arbitration of Disputes. All claims, disputes and other
matters in question arising out of or relating to this Agreement or the breach
or interpretation thereof, other than those matters which are to be determined
by the Bank in its sole and absolute discretion, shall be resolved by binding
arbitration before a representative member, selected by the mutual agreement of
the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"),
located in Portland, Oregon. In the event JAMS is unable or unwilling to conduct
the arbitration provided for under the terms of this Paragraph, or has
discontinued its business, the parties agree that a representative member,
selected by the mutual agreement of the parties of the American Arbitration
Association ("AAA") located in Portland, Oregon, shall conduct the binding
arbitration referred to in this Paragraph. Notice of the demand for arbitration
shall be filed in writing with the other party to this Agreement and with JAMS
(or AAA, if necessary). In no event shall the demand for arbitration be made
after the date when institution of legal or equitable proceedings based on such
claim, dispute or other matter in question would be barred by the applicable
statute of limitations. The arbitration shall be subject to such rules of
procedure used or established by JAMS, or if there are none, the rules of
procedure used or established by AAA. Any award rendered by JAMS or AAA shall be
final and binding upon the parties, and as applicable, their respective heirs,
beneficiaries, legal representatives, agents, successors and assigns, and may be
entered in any court having
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jurisdiction thereof. Any arbitration hereunder shall be conducted in The
Dalles, Oregon, unless otherwise agreed to by the parties.
11.15 Attorneys' Fees. In the event of any arbitration or litigation
concerning any controversy, claim or dispute between the parties hereto, arising
out of or relating to this Agreement or the breach hereof, or the interpretation
hereof, the prevailing party shall be entitled to recover from the losing party
reasonable expenses, attorneys' fees and costs incurred in connection therewith
or in the enforcement or collection of any judgment or award rendered therein.
The "prevailing party" means the party determined by the arbitrator(s) or court,
as the case may be, to have most nearly prevailed, even if such party did not
prevail in all matters, not necessarily the one in whose favor a judgment is
rendered.
11.16 Notice. Any notice required or permitted of either the
Executive or the Bank under this Agreement shall be deemed to have been duly
given, if by personal delivery, upon the date received by the party or its
authorized representative; if by facsimile, upon transmission to a telephone
number previously provided by the party to whom the facsimile is transmitted as
reflected in the records of the party transmitting the facsimile and upon
reasonable confirmation of such transmission; and if by mail, on the third day
after mailing via U.S. first class mail, registered or certified, postage
prepaid and return receipt requested, and addressed to the party at the address
given below for the receipt of notices, or such changed address as may be
requested in writing by a party.
If to the Bank: Columbia River Bank
000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxx, Xxxxxx 00000
If to the Executive: c/o Columbia River Bank
XX Xxx 0000
Xxx Xxxxxx, Xxxxxx 00000
11.17. Nonwaiver. The failure of either party to enforce at any time
or for any period of time any one or more of the terms or conditions of this
Agreement shall not be a waiver of such term(s) or condition(s) or of that
party's right thereafter to enforce each and every term and condition of this
Agreement.
11.18 Partial Invalidity. If any terms, provision, covenant, or
condition of this Agreement is determined by an arbitrator or a court, as the
case may be, to be invalid, void, or unenforceable, such determination shall not
render any other term, provision, covenant or condition invalid, void or
unenforceable, and the Agreement shall remain in full force and effect
notwithstanding such partial invalidity.
11.19 Modifications. Any modification of this Agreement shall be
effective only if it is in writing and signed by each party or such party's
authorized representative.
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IN WITNESS WHEREOF, the Executive and the Bank have signed this
Agreement.
COLUMBIA RIVER BANK
By:________________________________ ______________________________
Chairman of the Board Executive
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COLUMBIA RIVER BANK
EXECUTIVE BONUS DEFERRAL AGREEMENT
BENEFICIARY DESIGNATION
Executive: _______________
I designate the following as beneficiary of any death benefits under
this Agreement:
Primary:
________________________________________________________________________________
________________________________________________________________________________
Contingent:
________________________________________________________________________________
________________________________________________________________________________
(Note: To name a trust as beneficiary, please provide the name of the
trustee(s) and the exact name and date of the trust agreement.)
I understand that I may change these beneficiary designations by filing
a new written designation with the Bank. I further understand that the
designations will be automatically revoked if the beneficiary predeceases me,
or, if I have named my spouse as beneficiary and our marriage is subsequently
dissolved.
Signature ________________________
Date ____________________________
Received by the Bank this ______ day of _________________, 200_.
By _______________________________
Title ____________________________
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COLUMBIA RIVER BANK
EXECUTIVE BONUS DEFERRAL AGREEMENT
Deferral Election
I elect to defer my Bonus received under this Agreement with the Bank,
as follows:
Amount of Deferral _________
Duration _________
[Initial and Complete one]
____ I elect to defer ______% of my Bonus.*
____ I elect to defer $_____________ of my Bonus.*
[Option: *Executive must defer a minimum amount equal to 10 percent of
the Executive's Bonus.]
[Initial One]
____ One Year only
____ For ______ [Insert number] Years
____ Until Termination of Employment
____ Until _____________________, [Insert date]
Upon the Bank's approval, I understand that I may change the amount and
duration of my deferrals by filing a new election form with the Bank; provided,
however, that any subsequent election will not be effective until the calendar
year following the year in which the new election is received by the Bank.
Signature _________________________
Date ____________________________
Accepted by the Bank this ________ day of ___________________, 200__.
By ________________________________
Title _____________________________
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