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EXHIBIT 10.10
EMPLOYMENT AGREEMENT
PARTIES: VALLEY OF THE ROGUE BANK (the "Bank")
000 Xxxx Xxxxxx
X.X. Xxx 0000
Xxxxx Xxxxx, XX 00000
VRB BANCORP (the "Company")
000 Xxxx Xxxxxx
X.X. Xxx 0000
Xxxxx Xxxxx, XX 00000
XXXXXX XXXXXXXX ("Executive")
0000 X.X. 00xx Xx.
Xxxxxxxx, Xxxxxx 00000
DATE: February 27 , 1997
WHEREAS, the Bank desires to employ Executive and Executive wishes to
be employed by the Bank, the parties agree as follows:
AGREEMENT
1. POSITION AND TERM
1.1 Effective as of the date of arrival, which shall be no later
than June 1, 1997, the Bank shall employ Executive, and Executive
shall report for duty at the Bank as Vice President and Chief
Financial Officer of the Bank, and the Executive shall serve the Bank
in such capacity, or in such other capacity as the Bank may, in its
discretion, direct Executive to serve. Executive shall also serve as
Vice President and Chief Financial Officer of the Company, but shall
receive no additional compensation for service in those capacities.
2. EXTENT OF SERVICES
2.1 Executive shall devote her full time and attention exclusively
to the performance of the work and duties assigned to her for and on
behalf of the Bank.
2.2 Executive shall perform her duties with fidelity and to the
best of her ability and shall, at all times during employment by the
Bank and thereafter, respect the confidential nature of the
information received by her in the course of performing her duties.
2.3 Nothing contained in this Section 2 shall prohibit the
Executive from serving as a director of any other corporation not in
direct competition with the Bank (subject to the Bank's approval which
will not be unreasonably withheld), or from owning or controlling
shares of stock in any other corporation, whether or not the capital
stock thereof is publicly traded (including a corporation that is in
direct competition with the Bank, the Company or any subsidiaries or
affiliates thereof, if the stock of such competing corporation is
publicly traded and the Executive does not beneficially own more than
one percent (1%) of the outstanding shares of such stock).
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3. COMPENSATION AND BENEFIT PLANS
3.1 General. Executive shall be compensated as set forth
in this Section 3. Compensation and benefits to be provided to
Executive pursuant to this Agreement may be provided either by the
Bank, the Company or other affiliate or successor or partly by any of
them.
3.2 Base Salary. Executive shall receive an initial annual salary
("Base Salary") of $55,000. The Base Salary shall be paid in
increments equal to one-twelfth the Base Salary on the last day of
each month.
3.3 Increases in Base Salary. When the Bank reviews the
compensation of other Bank officers in accordance with the Bank's
regular practices, Executive's Base Salary shall be subject to
adjustment in accord with the Bank's compensation policies and
practices generally applicable to Bank officers. Executive's Base
Salary following any such change shall be the new Base Salary for
purposes of this Agreement. Without limiting the foregoing,
Executive's Base Salary shall be increased, effective January 1, 1998,
to $60,000.
3.4 Stock Options.
3.4.1 As of the first day of Executive's employment,
Executive shall be granted an option to purchase 5,000 shares
of the common stock of VRB Bancorp pursuant to Company's 1994
Amended Non-Qualified Stock Option Plan, the provisions of
which shall govern the terms and conditions of such option to
the extent not inconsistent with this Agreement. Executive
shall execute a form of Stock Option Agreement setting forth
the terms and conditions of such option, which agreement shall
be effective as of the first day of Executive's employment.
3.4.2 The option shall be exercisable at $12.25 per share,
and become first exercisable according to the following
schedule:
June 1, 1998 0%
June 1, 1999 0%
June 1, 2000 10%
June 1, 2001 20%
June 1, 2002 30%
June 1, 2003 40%
June 1, 2004 50%
June 1, 2005 60%
June 1, 2006 80%
June 1, 2007 100%
3.4.3 The portions of the option that become exercisable
pursuant to the foregoing schedule shall be cumulative, such
that the option may be exercised to the extent of all
exercisable portions not previously exercised.
3.4.4 Notwithstanding the foregoing schedule, the option
shall immediately become exercisable as to 100% of the shares
(i) in the event the Company or the Bank consummates any
transaction resulting in a "change of control", as that term
is defined in section 5.1 hereof, or (ii) if, within 90 days
after termination of Executive without "cause", as that term
is defined in Section 5.4 hereof, the Company or the Bank
enters into
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a definitive agreement to effect any transaction which would
result in a "change of control". The Executive shall have the
right to exercise the option pursuant to this subsection
notwithstanding any provision of the 1994 Amended
Non-Qualified Stock Option Plan to the contrary with respect
to expiration of the stock option upon termination of
employment.
3.5 Major Medical, Disability Income and Life Insurance. The Bank
currently offers an employee benefits program which includes medical,
disability income, and group life insurance. The Bank will provide
coverage for Executive and her immediate family, if eligible, under
the Bank's basic HMO health plan at no cost to the Executive.
Executive shall be solely responsible for the additional cost of
participating in any enhanced coverage offered by the Bank. Nothing
in this agreement, however, will require the Bank to provide
additional coverage beyond that offered to other employees. The Bank
retains the right to modify the employee benefits program offered at
any future date.
3.6 Bank 401(k) Plan. Executive shall be entitled to participate
in the Bank's 401(k) Plan in accord with plan terms on the same basis
as other employees.
3.7 Vacation. Executive shall be entitled to accrue up to four
(4) weeks of vacation during each calendar year, and shall be entitled
to a pro rated share of such vacation time for the period of her
actual employment by the Bank in 1997. Vacation time shall be
otherwise subject to the guidelines set forth in the Bank's employee
handbook, including the guidelines governing vacation accruals during
partial years of employment.
3.8 Relocation Allowance. The Bank acknowledges that Executive
will incur significant expenses in connection with relocating her
residence in order to accept employment by the Bank. Accordingly,
Executive shall be entitled to receive a non-accountable relocation
allowance of $2,500, which amount shall be paid on her first day of
employment, or as soon as practical thereafter.
4. TERMINATION OF EMPLOYMENT
4.1 Executive's employment shall be "at will" and may be
terminated by either the Bank or Executive at any time, with or
without cause, upon two weeks written notice.
4.2 For purposes of this agreement, "cause" shall mean
(a) Executive's death or disability, as "disability" is
defined in Section 6 hereof;
(b) Dishonesty, fraud, gross neglect or misconduct in
connection with the performance of Executive's duties pursuant
to this Agreement, or failure of Executive to perform her
duties in a manner consistent with the Bank's standards
respecting Executive's performance;
(c) Material breach of any fiduciary duty of Executive to
the Company or the Bank;
(d) Executive's removal from office pursuant to an order
or requirement of any state or federal regulatory agency
having jurisdiction over the Company or the Bank;
(e) Chronic drug or alcohol abuse; or
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(f) Conviction of Executive, or entry by Executive of a
plea of guilty or nolo contendere, to a felony or other crime
involving moral turpitude.
4.3 Upon termination of Executive's employment with cause, the
Bank shall pay Executive her monthly base salary and any accrued but
unpaid benefits through the effective date of such termination.
4.4 Upon termination of Executive's employment without cause, the
Bank shall pay Executive, in addition to any accrued but unpaid
benefits through the effective date of such termination, six month's
Base Salary payable in six monthly increments on the last day of each
month beginning with the month following the month in which such
termination occurs.
4.5 Without diminishing its obligation to pay Executive through
the effective date of termination under Section 4.3 or 4.4, the Bank
may, at its option, relieve Executive of some or all of her continuing
duties and responsibilities during the notice period.
4.6 In the event that, within 90 days after termination of
Executive's employment without cause, the Company or the Bank enters
into a definitive agreement which would result in a change of control,
the amount payable under Section 4.4 shall be twelve month's Base
Salary payable in twelve monthly increments on the last day of each
month beginning with the month following the month in which such
termination occurs.
5. CHANGE OF CONTROL
5.1 For purposes of this Agreement, a "Change of Control" shall
mean:
(a) the acquisition by a person (which shall include an
individual or an entity), or group of persons acting in
concert, of beneficial ownership of 50 percent or more of the
outstanding common stock of the Bank or the Company; or
(b) the consummation of any merger, consolidation, or
reorganization, to which the Company or the Bank is a party,
that results in the shareholders of the Company immediately
preceding the transaction owning, after the transaction is
consummated, less than 50% of the outstanding voting shares of
the resulting corporation; or
5.2 In the event that, following a Change of Control, the Bank or
its successor, elects, without cause, not to employ Executive, or to
terminate Executive's employment within one year following such Change
of Control, the Bank or its successor shall pay Executive an amount
equal to one year's Base Salary payable in twelve monthly increments
on the last day of each month beginning with the month following the
month in which such termination occurs.
5.3 In the event the Executive is employed by the Bank or its
successor and, within one year following a Change of Control, is
assigned a position or duties not substantially equivalent to those of
a Vice President and Chief Financial Officer, or her Base Salary is
reduced, or she is reassigned to an office more than 50 miles from
Medford, Oregon, such an event or assignment shall constitute
termination without cause pursuant to Section 5.2.
6. DISABILITY
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6.1 For purposes of this Agreement, the term "disability" shall mean
Executive's inability because of sickness or injury to perform the
essential functions of duties assigned to her, with or without
reasonable accommodation.
6.2 The parties agree that Executive's availability to perform
services required of her position on an ongoing basis is an essential
function of her job. If, because of a disability, Executive becomes
unable to perform her duties for an aggregate of six (6) months in any
twelve (12) month period, or for any consecutive three (3) months in
circumstances where Executive's medical prognosis is that she will be
unable to resume performance of her duties within an additional three
(3) months, then the Bank may thereafter terminate Executive's
employment upon thirty (30) days' written notice to Executive.
7. CONFIDENTIALITY
The parties acknowledge that in the course of Executive's duties she
will have access to and become familiar with certain proprietary and
confidential information of the Bank and other information about the Bank not
known by its actual or potential competitors. Executive acknowledges that such
information constitutes valuable, special, and unique assets of the Bank's
business, even though such information may not be of a technical nature and may
not be protected under applicable trade secret or related laws. Executive
agrees that she will hold in a fiduciary capacity and will not use for herself
and will not reveal, communicate, or divulge during the period of her
employment with the Bank or at any time thereafter, and in any manner
whatsoever, any such data and confidential information of any kind, nature, or
description concerning any matters affecting or relating to the Bank's
business, its customers, or its services, to any person, firm, or company other
than the Bank or persons, firms, or companies designated by the Bank.
Executive agrees that all memoranda, notes, records, papers, customer files,
and other documents, and all copies thereof relating to the Bank's operations
or business, or matters related to any of the Bank's customers, some of which
may be prepared by Executive, and all objects associated therewith in any way
obtained by Executive, shall be Bank's property.
8. GENERAL PROVISIONS
8.1. Modification. This Agreement may not be changed, modified,
released, discharged, abandoned, or otherwise amended, in whole or in
part, except by an instrument in writing, signed by Executive and an
authorized officer of the Bank. Executive acknowledges and agrees
that any subsequent change or changes in her duties or compensation
will not affect the validity or scope of this Agreement.
8.2. Arbitration. Any controversy, claim, dispute or difference
arising out of the interpretation, construction or performance of this
Agreement or Executive's employment with the Bank or the termination
thereof, against the Bank, its parent, subsidiary, affiliated or
related corporations, or its officers, managers, employees or agents,
including, but not limited to, statutory claims under federal and
state laws against discrimination such as Title VII of the Civil
Rights Act of 1964, as amended, the Age Discrimination in Employment
Act, the Americans With Disabilities Act, the Family and Medical Leave
Act, the 1966 Civil Rights Act, the Oregon Civil Rights Act, and
common law claims for breach of contract, breach of covenant of good
faith and fair dealing, wrongful termination, intentional interference
with contractual relations, or intentional or negligent infliction of
emotional distress shall be settled by arbitration in the State of
Oregon under the rules and auspices of the employment dispute rules of
the American Arbitration Association, and judgment upon the award
entered in such arbitration may be entered in any court having
jurisdiction thereof.
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8.3. Jurisdiction. This Agreement has been made in and shall be
governed by the substantive laws of the State of Oregon, without
regard to its choice of law rules.
8.4. Successors and Assigns. All rights and duties of the Bank
under this Agreement shall be binding on and inure to the benefit of
its successors, assigns or any company which purchases or otherwise
acquires it or all or substantially all of its operating assets by any
method. This Agreement shall not be assignable by the Executive other
than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's
estate or personal representative.
8.5. Integration This Agreement contains the entire agreement
of the parties relating to the subject matter and may not be amended
except by an instrument in writing signed by the parties.
8.6. Notices. All notices required or permitted under this
Agreement shall be in writing and may be personally served or mailed
by registered or certified U.S. mail, postage prepaid. Notices to the
Bank shall be served on or mailed to the Bank's Executive Vice
President, Chief Operating Officer at Valley of the Rogue Bank, X.X.
Xxx 0000, Xxxxx Xxxxx, Xxxxxx 00000, or to such other person or
location as the Bank shall advise Executive in writing. Notices to
Executive shall be served on or mailed to her at such address as
Executive shall advise the Bank in writing.
8.7. Severability. If any provision of this Agreement shall be
found, in any action, suit or proceeding, to be invalid or
ineffective, the validity and effect of the remaining provisions shall
not be affected.
8.8. Waiver. No waiver of any right arising out of a breach of any
covenant, term or condition of this Agreement shall be a waiver of any
right arising out of any other or subsequent breach of the same or any
other covenant, term or condition or a waiver of the covenant, term or
condition itself.
8.9. Performance by the Bank References to, and obligations of,
the Bank in this Agreement shall include the Company, as applicable.
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9. EXECUTION
The parties have executed this Agreement as of the date appearing in
the caption of this Agreement, to be effective upon the Effective Date stated
in Section 1 above.
VALLEY OF THE ROGUE BANK
By: /s/ Xxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
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Xxx Xxxxxxxx Xxxxxx Xxxxxxxx
Executive Vice President
VRB BANCORP
By: /s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx
Executive Vice President
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