EXHIBIT 10.63
EXECUTIVE SALARY CONTINUATION AGREEMENT
This Executive Salary Continuation Agreement (the "Agreement") is made this
31st day of March, 1995 between Sierra Tahoe Bancorp (hereinafter the "Bancorp")
a California corporation and Xxxxxx X.
Xxxxxxxx (hereinafter the "Executive").
RECITALS:
WHEREAS, Bancorp deems Executive's future counsel and advice to be valuable
to it by virtue of Executive's experience as an executive officer of Bancorp's
subsidiary Truckee River Bank, the tenure of Executive's employment with Truckee
River Bank and Bancorp and further by virtue of Executive's acknowledged
reputation in the banking field; and
WHEREAS, Bancorp deems it to be in its best interest to enter into a
contract wherein it engages Executive to act as a consultant and advisor to
Bancorp after Executive's retirement and/or termination of full time employment
as hereafter specified.
NEW, THEREFORE, Bancorp and Executive agree as follows:
AGREEMENTS:
1. This Agreement is a distinct and separate agreement from any employment
agreement entered into between the parties, and shall not in any way vary the
terms of that agreement, if it exists, except as specifically provided herein.
2. If Executive continues in the employment of Bancorp until he or she
attains the age of sixty-five (65) years or in the alternative leaves after
completing five years of continuous service from the date of May 2, 1994, then
Executive shall be eligible for compensation as hereafter set forth in Schedule
A in consideration for his or her election and mutually agreed
retention to act as a consultant for a term of five years following Executive's
retirement or termination of full time employment and further in consideration
of his or her covenant not to accept employment as a consultant, advisor, or
employee of any other financial institution during the five year term.
In the event Executive terminates employment before the completion of five
years of continuous service, Executive shall be eligible for 20% of the
compensation as hereafter set forth in Schedule A for each completed year of
service. The compensation defined in Schedule A shall be deemed to be earned at
the completion of each year described in Schedule A.
In lieu of receiving a lump sum pursuant to Schedule A, Executive may
elect, within thirty (30) days of termination or retirement, to receive two
hundred and forty (240) equal monthly installments to be paid to him or her or
such other beneficiary as determined pursuant to Paragraph 8 herein. If
Executive shall have attained the age of sixty-five (65) before retirement, such
installments shall equal $50,000 on an annual basis. If Executive shall retire
or leave the service of Bancorp prior to age sixty-five (65), such installments
shall equal a pro rata share of $50,000 per annum as the vested accumulated
benefit bears to the total accumulative benefit described in Schedule A as
"total needed."
3. Bancorp agrees that upon such termination or retirement and engagement
of Executive as a consultant for Bancorp that it will pay to Executive until
death the annual amount described in Schedule A attached hereto and incorporated
herein; or after death Bancorp agrees to pay to Executive's spouse or other
person (or persons designated by Executive by the delivery by such directions in
writing to Bancorp or, in the event or failure to so designate such
beneficiaries, to the qualified personal representative, executor, or
administrator of Executive's estate) the amount of any remaining payments owed
at the time of death to Executive as set forth in Schedule A.
4. Executive agrees that he or she will devote as much time as is necessary
and required by Bancorp, but not to exceed 25 hours per month, as a consultant
to Bancorp at an hourly fee of $150.00. It is expressly understood that the
compensation paid under this Paragraph 4 and Paragraph 3 above is strictly in
consideration for the retention of Executive to act as a consultant and advisor
to Bancorp and to not undertake consulting work or to be employed by any other
financial institution during a five year term. The hourly compensation provided
for in this Paragraph 4 is in addition to the amount set forth in Paragraph 3.
Executive agrees to make himself or herself available to the management of
Bancorp and its subsidiaries, its boards of directors and other specified
individuals that management or the board may
designate for the purpose of advising and consulting with those individuals on
behalf of Bancorp and its subsidiaries. Bancorp shall reimburse Executive for
all reasonable travel and expenses incurred by Executive in the nature of
Executive's consulting or advisory work, requiring travel to locations outside
of the main office or executive offices of Bancorp. In the event Executive is
not residing in the community where Bancorp's principal offices are located,
Bancorp agrees to reimburse Executive for all travel from Executive's residence
to the main office or executive offices of Bancorp provided the same does not
exceed 200 miles one way.
Executive agrees that during his or her engagement he or she will keep
himself or herself informed concerning the affairs of Bancorp and its
subsidiaries by reviewing reports and other data supplied to Executive by
Bancorp. Executive agrees to review these items without charge to Bancorp.
5. The status of Executive when engaged as a consultant as contemplated by
this Agreement shall be that of independent Contractor. Bancorp shall not direct
Executive as to the method or way by which Executive shall perform his or her
counseling and/or advisory services to Bancorp or its subsidiaries.
6. In the event Executive retires at age sixty-five (65) or upon a date
mutually agreed upon thereafter; or, terminates his or her employment prior to
retirement and receives the benefits as provided in Schedule A herein, Executive
further agrees he or she will not become an owner, employee advisor or
consultant for any business which is substantially similar to or in competition
with the business of Bancorp or its subsidiaries and which competing business is
located within a 150 mile radius of any office of Bancorp or its subsidiaries.
7. In the event this Agreement has not been terminated and Executive should
die while actively employed by Bancorp (prior to his or her attaining the age of
sixty-five (65) or terminating employment), Bancorp will pay an annual sum of
$50,000.00 per year to Executive's surviving spouse in equal monthly
installments for a period of twenty (20) years. In the event Executive is not
survived by a spouse, then said amount shall be paid to those individuals named
in writing by Executive as contingent payees in the event of Executive's
spouse's death. In the event Executive dies without a spouse and has not named
contingent payees, the amount shall be paid to Executive's personal
representative upon his or her qualification as executor or administrator.
8. In the event Executive dies after retiring or terminating employment and
while engaged as a consultant, Bancorp will pay the remaining amount of unpaid
installments to Executive's spouse or other named contingent beneficiary in the
same manner as provided in Paragraph 7 above.
9. Should Executive terminate his or her employment prior to age sixty-five
(65), he or she may elect to forfeit the benefits of this Agreement in exchange
for his or her right to consult for and advise other businesses in competition
with Bancorp and shall be free of any restrictive covenants herein in such
event; provided, however, Executive shall strictly hold confidential any
customer lists or confidential and proprietary data developed and owned by
Bancorp or its subsidiaries. 10. Except as hereafter set forth, Bancorp reserves
the right to terminate this Agreement as to any unvested benefits for any reason
in its sole and absolute discretion of Bancorp; provided, however, that
Executive shall be entitled to the accrued and vested amount set forth on
Schedule A attached hereto based upon the number of years from the date of this
Agreement as set forth in the Schedule. Said vested and accrued entitlement
shall be paid in the event of termination of this Agreement by Bancorp to
Executive in one lump sum. Bancorp shall give fifteen (15) days prior written
notice to Executive of any intent to terminate this Agreement. The foregoing
notwithstanding, in the event of a successful merger, acquisition, business
combination or tender offer the acceptance of which was not recommended by a
majority of the directors of Bancorp, then in such event Executive shall be
entitled in a single lump sum payment in the total amount to which Executive
would otherwise have been entitled under the provisions of Paragraph 2 as if
Executive had served through all five years as specified on Schedule A. Also, in
such event only, Executive shall be excused and shall not be obligated to act as
a consultant as otherwise provided in this Agreement.
11. Neither Executive, Executive's spouse, nor any other beneficiary under
this Agreement shall have any power or right to transfer, assign, anticipate,
hypothecate, mortgage, or in any way exercise any control or anticipatory right
over said benefits or should any of said benefits be subject to seizure for the
payments of any debts, judgments, alimony or separate maintenance which may be
owed by Executive or his or her beneficiary or be transferable by operation of
law in the event of bankruptcy, insolvency or otherwise. In the event Executive
or any beneficiary attempts to execute or issue any assignment, computation,
hypothecation, transfer or disposal of the benefit hereunder, Bancorp's
responsibilities, liabilities, and obligations shall forthwith immediately cease
and terminate as to any benefits not vested and accrued.
12. Nothing contained in this Agreement shall be construed to alter,
abridge or in any manner affect the rights and privileges of Executive to
participate in and be covered by any pension, profit sharing or other retirement
plan(s); group insurance; bonus or similar employment benefits plans; or the
benefits which Bancorp may now have or hereafter adopt for its general
employees.
13. Bancorp reserves the absolute right in its sole and exclusive
discretion either to: (i) fund by cash, insurance or otherwise the obligation
undertaken by this Agreement; or (ii) to not fund the obligation in advance.
Should Bancorp elect to fund in advance the obligations anticipated under this
Agreement in whole or in part through the medium of life insurance or annuities
or both, then Bancorp shall be deemed the sole owner and beneficiary of the
policy. Bancorp reserves the absolute right in its sole discretion to terminate
such life insurance or annuities as well as any other funding program at any
time in whole or in part and cancel any advance funding mechanism. At no time
shall Executive be deemed to have any right, title or interest in any specified
asset or assets of Bancorp used to fund obligations hereunder including but not
by way of restriction any insurance or annuity contract(s) or the proceeds
thereof.
14. Any advance funding of obligations hereunder by use of insurance
products shall not in any way be considered to be security for the performance
of the obligations of this Agreement. The obligation of Bancorp shall be
considered to be paid from current available resources and otherwise unsecured.
15. If Bancorp purchases a life insurance or annuity policy on the life of
Executive to fund any obligations under this Agreement, Executive agrees to
cooperate with the issuance of such policy(ies) and sign any and all documents
which may be required for that purpose and to undergo any medical examination or
test which may be required or necessary.
16. This Agreement shall not be construed as giving Executive or his or her
beneficiary any greater rights or higher priority than those of any other
unsecured creditor of Bancorp.
17. This Agreement shall be binding upon and inure to the benefit of
Executive and his or her personal representatives, agents and assigns. To the
extent consistent herewith, this Agreement shall also inure to any successor
organization which shall succeed to substantially all of the stock or assets of
Bancorp.
18. Executive reserves the right to change the name of his or her named
primary and contingent beneficiaries by separate letter from time to time or
upon properly notifying Bancorp or its successor of this document in writing as
to the successor beneficiary of such benefits. Bancorp reserves the right to
require a spouse's signature thereon if in the opinion of counsel such a consent
is required.
19. In the event Executive, within two years of the execution of this
Agreement, takes his or her own life, any and all amounts unpaid under this
Agreement shall be deemed to have fully lapsed and terminated prior to such an
event and Bancorp shall have no liability to Executive or any other persons who
otherwise would be entitled to benefits under this Agreement.
IN WITNESS WHEREOF, we have executed this Agreement.
SIERRA TAHOE BANCORP
By: /s/ Xxxxxxx Xxxx
Its Chief Executive Officer
Accepted and Agreed:
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Truckee River Bank
SALARY CONTINUATION PLAN
CALCULATION OF ANNUAL CONTRIBUTION
Xxxxx Xxxxxxxx
Date of Retirement.................. 02.23.2009
Plan Commencement................... 05.01.1994
Retirement Benefit.................. $50,000 per year for 20 years
Discount Rate .................. 10 percent
Years to Accrue..................... 14 years 10 months
SCHEDULE A
ACCRUAL PER YEAR Accumulated
1994...................... 8,767 8,767
1995...................... 14,292 23,059
1996...................... 15,789 38,848
1997...................... 17,442 56,289
1998...................... 19,268 75,558
1999...................... 21,286 96,843
2000...................... 23,515 120,358
2001...................... 25,977 146,335
2002...................... 28,697 175,032
2003...................... 31,702 206,734
2004...................... 35,022 241,756
2005...................... 38,689 280,445
2006...................... 42,740 323,185
2007...................... 47,216 370,400
2008...................... 52,160 422,560
2009...................... 9,210 431,770
TOTAL NEEDED $ 431,769
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