EXHIBIT 10.51
SENIOR MANAGER SEPARATION BENEFITS AGREEMENT
THIS SENIOR MANAGER SEPARATION BENEFITS AGREEMENT (the "Agreement") is made
and entered into as of January 10, 1996, by and between SIERRA TAHOE BANCORP, a
California Corporation (hereinafter "STB"), with its principal offices located
at 10181 Truckee Tahoe Airport Road, P.O. Box 61000, Xxxxxxx, Xxxxxxxxxx 00000
and XXXXXX X. SILVER, an individual ("BCS").
WITNESSETH
WHEREAS, BCS is currently designated a senior officer and 'at will'
employee of STB and expects to remain a senior officer and employee subject
to the policies and conditions contained within the STB Personnel Policies
and Procedures;
WHEREAS, both STB and BCS feel it is in their respective and mutual best
interests to preagree upon appropriate and reasonable separation
compensation that will be paid to BCS should STB ever determine that BCS
should, for whatever reason, be terminated from his position at STB and
leave the Company;
WHEREAS, STB and BCS agree that the benefits described herein constitute
full payment of and shall completely supersede and constitute full
satisfaction of any and all other monetary or nonmonetary benefits paid as
a result of the termination of BCS for any reason by STB except as may be
additionally required beyond the sums and benefits paid hereunder by law.
WHEREAS, nothing in this Agreement is intended to change the current at
will employment of BCS or create a contract of employment. Further, this
Agreement shall only cover situations wherein STB requests the termination
of BCS and shall not apply if BCS elects to voluntarily leave STB.
NOW, THEREFORE, in consideration of the promises set forth below and for
other good and valuable consideration, including the mutual covenants and
agreements herein contained, the receipt and sufficiency of which is hereby
acknowledged, STB and BCS hereby agree as follows:
1. Applicability of Agreement; Definition of Termination: This Agreement
coveys additional benefits not otherwise due to employees generally and shall
become operative upon
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BCS's termination of employment for any reason by STB, its affiliates and,
their respective officers or directors, so long as that termination did not
result from a final determination of the Human Resources Director and the
Personnel Committee of the Board of Directors of STB that BCS's termination
resulted from a material violation of the STB Personnel policies and
procedures (i.e. termination for cause) (hereinafter referred to as the
"Termination"). This Agreement shall not apply as to any event not covered
under the definition of the term 'Termination'. Following the defined
Termination, and the payment of benefits under this Agreement, it is
expressly agreed and understood that STB shall not be precluded from rehiring
BCS's position either now or in the future and such rehiring shall not be
deemed to nullify or change this Agreement if it is otherwise applicable.
2. Conditions For Payment of Separation Benefits. STB shall pay the
separation benefits set forth in Paragraph 3 to BCS after each of the following
requirements have been satisfied in the reasonable discretion of STB:
A. A defined Termination as set forth in Paragraph 1 has occurred and
BCS has left (or will promptly thereafter leave) the employment of
STB; and
B. BCS consent to and does expressly waive, release, indemnify and
fully hold STB, its subsidiary companies and each of their employees,
officers and directors harmless with regard to his employment at STB;
the manner of his Termination; and any other matters reasonably
related to his employment. BCS agrees to initiate no action, of any
type or kind, regarding his employment or Termination and if such an
action is initiated he agrees that such action may be promptly closed,
dismissed or summarily disallowed, or, if it shall continue, that BCS
will indemnify STB for the legal fees, costs and expenses resulting
from their defense of that action; and
C. BCS agrees to and shall maintain the confidentiality of any and all
proprietary secrets, processes and plans of STB and its subsidiaries
made known to BCS during his employment.
STB may elect to advance the separation benefits set forth in Paragraph 2 prior
to the satisfaction of each of the above requirements in this Paragraph 3, or in
anticipation of full performance by BCS, and should any requirement not be
satisfied within a reasonable period thereafter or continuously performed, BCS,
upon request of STB and presentation of proof of nonperformance and a reasonable
period to cure the continuing nonperformance, shall promptly return the
separation benefit(s) paid or granted to him and this Agreement shall terminate.
3. Separation Benefits. STB shall, in addition to any final salary,
vacation, personal leave, retirement plan and other monetary or nonmonetary
benefit(s) covered under one or more separate agreement(s) and otherwise due or
applicable to BCS upon Termination (except benefits due under an agreement or
policy concerning office closure or reduction in force laws so long as less than
the sums being paid hereunder), pay to BCS upon Termination
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one of the following benefits, at the election and option of BCS:
A. A lump sum payment equal to SIX (6) months of monthly salary, less
any and all applicable taxes, deductions arising from benefit
elections or any other sums required to be deducted by law, rule or
regulation. If this option is elected, and BCS elects continued health
coverage under COBRA, STB will require BCS to pay the full rate
allowed by COBRA for any continued health insurance coverage elected
at the time of Termination; or
B. Continuation of monthly salary for SIX (6) months, less any and all
applicable taxes, deductions arising from benefit elections or other
sums required to be deducted by law, rule or regulation. If this
option is elected, and if BCS elects to continue health insurance
coverage under COBRA, STB will continue to charge BCS's the applicable
employee coverage rate for Six (6) months if said applicable employee
rate may be properly granted to BCS without violating any existing
policy or law and if said rate is lower than the COBRA rate that may
be assessed.
The payment option elected shall be deemed the "Separation Benefit". Said
Separation Benefit shall result in a waiver of any other separation benefits due
to BCS following the Termination as more fully set forth in Paragraph 4.
4. Express Waiver and Release of Other Separation Benefits. By executing
this Agreement, BCS agrees that the Separation Benefit paid pursuant to this
Agreement, provided the payments or benefits at least equal those payments or
benefits that must be paid to terminated employees by law, shall be deemed to be
the equivalent and substitute for any legally or customarily required separation
payments due to BCS and STB shall be given full credit for sums paid hereunder
as to any legal or customarily requirements to pay separation and payments
hereunder shall be deemed to have fully satisfied STB's obligations with regard
to any legally or customarily mandated separation payments due to BCS upon his
termination, including, but not limited to, any laws or customs regarding
reduction in force or job-site closing. If additional sums are legally required,
or are adjudicated as required, this Agreement shall be deemed to be
automatically amended to credit against the sums due the amount paid hereunder
and this Agreement shall be deemed to include any additionally required benefits
or payments.
5. Reserved.
6. Binding Effect of Agreement. This Agreement shall inure to the
benefit of and be binding upon the heirs, administrators, personal
representatives, successors and assigns of BCS and STB, as the case may be.
7. No Contest; Reimbursement of Benefits: The parties hereby mutually
agree that in the event that BCS contests this Agreement, or any of the
provisions hereunder, by the
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filing or commencement of any action or proceeding relating to his employment
or Termination of any kind or nature whatsoever against STB, its parent
company or affiliate companies or is re-employed by STB involuntarily by
court order, or an enforceable judgment is obtained against STB, then STB
shall have the absolute right: (i) to enforce repayment in full on the date
of such re-employment of all sums paid to BCS hereunder, which sums shall
include the payment or value of any benefits received by BCS hereunder, as a
credit in offset, reduction and satisfaction of all or any portion of such
judgment, or, (ii) if there is no judgment, against wages due to BCS.
8. Captions: The captions set forth herein are included solely for ease
and convenience of reference and are not to be considered or construed in the
interpretation of this Agreement.
9. Entire Agreement: This Agreement constitutes and contains the entire
agreement between the parties and no statement or representation of either party
hereto, their agents, officers, directors or employees made outside of this
Agreement and not contained herein shall form a part of this Agreement or be
binding upon the other party. This Agreement shall not be changed, modified,
altered or amended, except by written instrument signed by the parties hereto.
10. Governing Law: This Agreement shall be construed and governed in
accordance with the laws of the State wherein BCS is predominantly employed,
with venue appropriate in the County wherein BCS is predominantly employed. Any
provision of this Agreement prohibited by law shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement. In the event of
any litigation or action being commenced with regard to this Agreement, the
prevailing party shall be awarded their reasonable attorneys fees, costs and
expenses.
11. Informed Consent and Waiver: BCS has executed this Agreement on a
fully informed, voluntary basis. BCS understands and agrees that the separation
benefit provided for herein will preclude BCS's right to seek other separation
benefits, except as allowed by law, and that BCS has been given the right and
opportunity to consult with an advisor or attorney prior to the execution of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have made, executed and delivered this
Agreement as of the day and year first above written.
/s/ Xxxxxx X. Silver
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XXXXXX X. SILVER
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SIERRA TAHOE BANCORP,
a California Corporation
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Its: President/CEO
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