Columbia River Bank - ______________
Columbia
River Bank - ______________
This
Employment Agreement (the "Agreement") is made and entered into this 16th day
of
April, 2008 by and between Columbia River Bank, an Oregon corporation (“Bank”)
and ___________________ ("Employee").
RECITALS
(1) Bank
is a
state-chartered Oregon financial institution, and is the wholly owned subsidiary
of Columbia Bancorp (“Bancorp“). Bancorp’s principal office is at 000 Xxxx Xxxxx
Xxxxxx, Xxxxx 000, Xxx Xxxxxx, Xxxxxx 00000.
(2) Bank
desires to employ Employee as an officer of Bank on the terms and conditions
set
forth herein.
Now,
therefore, it is agreed:
1. Relationship
and Duties.
1.1 Employment
and Title.
Bank
shall employ Employee as an officer of Bank with such title as the Chief
Executive Officer of the Bank shall designate. Subject to the terms and
conditions hereof, employee shall perform such duties and exercise such
authority as are customarily performed and exercised by persons holding such
office, subject to the general direction of the Chief Executive Officer of
the
Bank and of the Boards of Directors of Bancorp and the Bank. Such services
and
duties shall be exercised in good faith and in accordance with standards of
reasonable business judgment. As used herein, references to “Bank” shall be
deemed to also refer to and include Bancorp where the context requires.
1.2 Duties;
Conflicts. Employee
shall devote his full time, attention and efforts to the diligent performance
of
his duties as an officer of the Bank. Employee will not accept employment with
any other individual, corporation, partnership, governmental authority or any
other entity, or engage in any other venture for profit which Bancorp, or any
subsidiary, parent, sister or affiliated corporation of Bancorp, considers
to be
in conflict with their best interests or to be in competition with their
business, or which may interfere in any way with Employee's performance of
his
duties hereunder.
1.3 Service
on Other Company Boards.
Nothing
in the Agreement shall prohibit Employee from serving on the board of directors
of any profit or non-profit corporation not in direct competition with Bancorp
or with any subsidiary, parent, sister or affiliated corporation of Bancorp.
In
addition, Employee may own stock in any other corporation whether or not the
stock is publicly traded; provided, that if such corporation operates a business
in competition with Bancorp Employee may not own more than five percent (5%)
of
the outstanding shares of such corporation.
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EMPLOYMENT AGREEMENT (CRB)
2. Term
of Employment.
2.1 Two-Year
Term.
The term
of employment under the Agreement shall begin on April 16, 2008 and end on
April
15, 2010.
3. Termination.
3.1 Definition.
As used
in the Agreement, "termination" shall mean the termination of Employee's
employment relation with Bank, whether initiated by Bank or by Employee, and
whether for cause or without cause.
3.2 Termination
Events. Notwithstanding
any other provisions of the Agreement, the employment of Employee shall
terminate immediately on the earlier to occur of any of the
following:
3.2.1 Employee's
death;
3.2.2 Employee's
complete disability. "Complete disability" as used herein shall mean the
inability of Employee, due to illness, accident, or other physical or mental
incapacity, to perform the services required under the Agreement for an
aggregate of ninety (90) days within any period of 180 consecutive days during
the term hereof; provided, however, that disability shall not constitute a
basis
for discharge for cause;
3.2.3 The
discharge of Employee by Bank for cause. "Cause" as used herein shall mean
(i)
Employee's gross negligence or willful misconduct as shall constitute, as a
matter of law, a breach of the covenants and obligations of Employee hereunder;
(ii) failure or refusal of Employee to comply with the provisions of the
Agreement; (iii) Employee's conviction by any duly constituted court with
competent jurisdiction of a crime (other than traffic offenses); (iv) Employee's
malfeasance or incompetence, provided that in applying this criteria Bank shall
not be unreasonable or arbitrary, and provided further that prior to effecting
a
dismissal under this Section (iv) Bank shall afford Employee with fair and
reasonable warning and with a fair and reasonable opportunity to cure any
defects in Employee's performance.
3.3 Termination
by Employee. Employee
may terminate his employment with Bank with or without cause by giving thirty
(30) days written notice of termination. "Cause" as used herein shall include
Bank’s failure or refusal to comply with the provisions of the
Agreement.
3.4 Effect
of Termination. The
termination of Employee's employment shall constitute a tender by Employee
of
his resignation as an officer of Bank, and as a member of any board of directors
or board committees of Bancorp or its affiliates if Employee is a member thereof
at the time of termination.
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EXECUTIVE
EMPLOYMENT AGREEMENT (CRB)
3.5 Payment
on Termination. If
Employee's employment is terminated by Employee with or without cause, or by
Bank with or without cause, Employee shall be paid all base salary and benefits
accrued under the Agreement as of the termination date.
3.6 Performance
Bonus. If
Employee's employment is terminated by Employee with cause, or by Bank without
cause, Employee shall be paid, in addition to the amounts payable under Sections
3.5 and 3.6 of the Agreement: (i) all non-forfeitable deferred compensation,
if
any; and (ii) unpaid performance bonus payments, if any, payable under Section
4.2 of the Agreement, which shall be declared earned and payable based upon
performance up to, and shall be pro-rated as of, the date of termination.
Employee shall not be entitled to such unpaid performance bonus payments if
Employee's employment is terminated by Bank with cause, or by Employee without
cause.
4. Compensation.
4.1 Base
Salary. For
the
period beginning April 16, 2008 and ending April 15, 2010, Employee shall be
paid an annual base salary of ________, payable in equal bimonthly installments
and subject to any deductions required by law.
4.2 Performance
Bonus. Employee
shall be entitled to consideration for annual performance bonus compensation
for
each calendar year constituting a percentage of annual base salary earned from
his employment by Bank during such calendar year. Bonus compensation shall
be
subject to any deductions required by law. The Bank or Bancorp Board shall
timely, and at least once yearly, determine the amount of and the formulas
and
methods for establishing such bonus compensation. The amount of such bonus
compensation shall at all times be discretionary, and Bank may decline to award
a performance bonus to Employee in any year.
4.2.1 Employee
shall be entitled to a pro-rata performance bonus for less than a full year
of
performance if Employee's employment is terminated by Employee with cause,
or by
the Bank without cause (including termination following a change of control
as
described in Section 7.4 of the Agreement), prior to the date on which Employee
would otherwise be entitled to consideration for Employee’s annual performance
bonus. In such circumstances, such pro-rata performance bonus shall be declared
earned and payable as of the date of termination.
5. Benefits;
Purchase of Shares.
5.1 Eligibility
for General Benefits.
Employee
shall be eligible to participate in any plan of Bank or its affiliates relating
to stock options, stock purchases, profit sharing, group life insurance, medical
coverage, education and other retirement or employee benefits that Bank or
its
affiliates may adopt for the benefit of employees.
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EXECUTIVE
EMPLOYMENT AGREEMENT (CRB)
5.2 Additional
Benefits.
Employee
shall be eligible to participate in any other benefits which may be or become
applicable to Bank’s executive employees of similar rank. In addition, Employee
shall be entitled to: (i) a reasonable expense account for use in connection
with Bank business; and (ii) any other benefits which in Bank’s judgment are
commensurate with the responsibilities and functions to be performed by Employee
under the Agreement, including the payment of reasonable expenses for attendance
by Employee and Employee's spouse at annual meetings of the Oregon Bankers
Association.
5.3 Car
Allowance. Employee
may receive the use of Bank-owned vehicle in accordance with Bank
policies.
5.4 Share
Ownership. During
the term of the Agreement, including extensions, Employee shall purchase shares
of Bancorp Stock, including purchases through the exercise of stock options,
in
accordance with the share ownership policies and requirements established by
Bancorp or Bank management in effect from time to time for employees of
comparable rank.
6. Vacations
and Leaves.
6.1 Paid
Vacation. During
the term of the Agreement, Employee shall be entitled to annual paid vacation
benefits identical to those offered to employees of Bank holding executive
vice
president or higher positions. The timing of vacations shall be scheduled in
a
reasonable manner by Employee. Employee shall not be entitled to receive any
additional compensation from Bank on account of his failure to take a vacation,
and may not accumulate unused vacation time from one calendar year to the
next.
6.2 Leaves
With or Without Pay. The
Bank
Board may grant Employee a leave or leaves of absence, with or without pay,
at
such time or times and upon such terms and conditions as the Board may
determine.
6.3 Mandatory
Absence. In
each
calendar year Employee shall be absent from Bank for one period of two
consecutive weeks. Such period may include vacation, leave, sick leave,
attendance at seminars or conventions, or any combination thereof.
7. Change
of Control.
7.1 Survival
of Rights.
Employee's rights on termination of employment under Section 3 of the Agreement,
as well as all other rights of Employee under the Agreement or applicable law,
shall survive a change of control of Bancorp or Bank whether or not Employee
opposed or favored the change of control.
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EXECUTIVE
EMPLOYMENT AGREEMENT (CRB)
7.2 Rights
on Change of Control.
If a
change of control of Bancorp or Bank occurs while the Agreement is in effect,
Employee shall have ninety (90) days following the date such change of control
becomes effective to elect to terminate Employee’s employment with cause. If
Employee so elects to terminate, such termination shall constitute a termination
by Employee with cause, and Employee shall receive all payments and benefits
due
to Employee on termination by Employee with cause under Section 3 of the
Agreement. Notwithstanding the foregoing, if following such change of control
Employee is offered a position of employment either substantially equivalent
to
Employee’s compensation and position prior to the change of control, or an
executive officer position with significant responsibility and compensation
commensurate (and substantially equivalent to his previous compensation) with
such responsibility, and Employee elects nevertheless to termination Employee’s
employment under this Section 7.2, Employee shall be entitled to a maximum
severance payment under Section 3.6 equal to one month’s base salary as of the
date of termination multiplied by nine (9).
7.3 Base
Compensation.
Following a change of control, Bank shall not reduce Employee’s base
compensation in effect prior to the effective date of the change of control
for
a period of time equal to the greater of (i) twenty four (24) months from the
effective date of the change of control; (ii) one (1) month for each full
calendar year Employee has been employed by Bank; or (iii) the remaining term
of
the Agreement, including any extensions thereof. For purposes of this Subsection
7.3, a period of continuous full-time employment for six months or more in
a
calendar year shall count as a full calendar year.
7.4 Termination
Without Cause. If
following a change of control Bank terminates Employee’s employment within two
(2) years of the effective date of the change of control because of a reduction
in force or for any other reason, other than for cause pursuant to Section
3.3
of the Agreement, such termination shall constitute a termination by Bank
without cause, and Employee shall receive all payments and benefits due to
Employee on termination under Sections 3.5 and 3.6 of the Agreement, plus:
(i)
all non-forfeitable deferred compensation, if any; and (ii) unpaid performance
bonus payments, if any, payable under Section 4.2 of the Agreement, which shall
be declared earned and payable based upon performance up to, and shall be
pro-rated as of, the date of termination.
7.5 Options
and Stock.
If
Employee is a participant in a restricted stock plan or share option plan,
and
such plan is terminated involuntarily as a result of the change of control,
all
stock and options shall be declared fully vested and shall be paid, awarded
or
otherwise distributed. With respect to any unexercised options under any stock
option plan, such options may be exercised within the period provided in such
plan. Effective as of the date of the change of control, any holding period
established for stock paid as bonus or other compensation shall be deemed
terminated, except as otherwise provided by law.
7.6 Relocation. If
relocation is required by the acquiring institution the relocation package
option will be at the choice of the employee. He/She may pick Columbia’s
relocation package at the time of the merger or the package offered by the
acquiring company. This option is available for one year from the merger
date.
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EXECUTIVE
EMPLOYMENT AGREEMENT (CRB)
7.7 Definition.
As used
in this Section, "control" shall mean the acquisition during Employee’s
employment of twenty-five percent (25%) or more of the voting securities of
Bancorp or Bank 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 Bancorp or Bank. 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
Bancorp or any of its subsidiaries or other affiliates.
8. Post
Termination Covenants.
8.1 Non-Compete
Covenants.
If
Employee terminates his employment without cause, or if Employee's employment
is
terminated by Bank for cause, then for one year from the date of such
termination Employee will not, without the prior written consent of
Bank:
8.1.1 Undertake
full or part-time work, either as an employee or as a consultant, for another
financial institution if such work is to be done, in whole or in part, in or
from an office or other work site in Yamhill, Wasco, Hood River, Jefferson,
Deschutes, Xxxxxxx or Xxxxxxx Counties, Oregon, in Klickitat County, Washington,
or in any other county in Oregon or Washington in which Bancorp or any of its
affiliates has a place of business at the time of termination; or
8.1.2 Hire
for
any financial institution or other employer (including himself) any employee
of
Bancorp or any of its affiliates, or directly or indirectly cause such an
employee to leave his or her employment to work for another employer, if such
employee is to work in or from an office or other work site in Yamhill, Wasco,
Hood River, Jefferson, Deschutes, Xxxxxxx or Xxxxxxx Counties, Oregon, in
Klickitat County, Washington, or in any other county in Oregon or Washington
in
which Bancorp or any of its affiliates has a place of business at the time
of
termination.
8.2 Liquidated
Damages for Breach of Non-Compete Covenants; Other Remedies.
If
Employee breaches the covenants of Section 8.1, Employee shall be liable to
Bank
for liquidated damages equal to the lesser of (i) $18,000, or (ii) $1,500
multiplied by the number of months (including fractions thereof) between the
date of breach and one year from the date of Employee’s termination of
employment. For example, if the date of breach occurs six months after the
date
of Employee’s termination, liquidated damages shall be $9,000 (6 x $1,500). The
parties agree that Bank’s actual money damages upon Employee’s breach will be
difficult to compute, and further agree that the liquidated damages formula
provided herein reasonably represents Bank’s actual money damages. Employee
shall pay the liquidated damages required hereunder within ten (10) days of
the
date Bank makes written demand for such payment. Nothing herein shall preclude
Bank from enforcing any other legal or equitable remedies it may have upon
Employee’s breach, including injunctive relief. Such other remedies may be
enforced in addition to Bank’s right to liquidated damages under this Section.
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EXECUTIVE
EMPLOYMENT AGREEMENT (CRB)
8.3 Limitation.
The
covenants in Sections 8.1 and 8.2 do not apply if Employee terminates his
employment for cause, if Employee terminates his employment for any reason
within ninety (90) days after the effective date of a change of control within
the meaning of Section 7 of the Agreement, or if Employee's employment is
terminated by Bank without cause.
8.4 Additional
Covenants.
The
following provisions shall apply and be binding on Employee following Employee’s
termination of employment under all circumstances, whether termination occurred
with cause, without cause, following illness or disability, because of a change
of control, or for any other reason:
8.4.1 Employee
shall fully cooperate in the defense or prosecution of any litigation arising
from or relating to matters about which Employee has knowledge based on his
employment or other work, paid or unpaid, for Bank and its affiliates. To the
extent allowed by law Employee shall receive reasonable compensation in
connection with his performance under this Section 8.4.1;
8.4.2 Employee
shall at all times keep all confidential and proprietary information gained
from
his employment by Bank, or from other previous, present or subsequent paid
or
unpaid work for Bank and its affiliates, in strictest confidence, and will
not
disclose or otherwise disseminate such information to anyone, other than to
employees of Bank or its affiliates, except as may be required by law,
regulation or subpoena; and
8.4.3 Employee
shall not take or use for any purpose confidential or proprietary information
of
Bank or its affiliates, including without limitation customer or potential
customer lists and trade secrets.
8.5 Advancement
of Employee. Employee
acknowledges and agrees that the Agreement constitutes a bona fide advancement
of Employee with the Employer under ORS 653.295 in several respects, including
without limitation an increase in base salary and benefits.
9. Miscellaneous.
9.1 Recitals;
Law; Amendments.
Each and
every portion of the Agreement is contractual and not a mere recital, and all
recitals shall be deemed incorporated into the Agreement. The Agreement shall
be
governed by and interpreted according to Oregon law and any applicable federal
law. The Agreement may not be amended except by a subsequent written agreement
signed by all parties hereto.
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EXECUTIVE
EMPLOYMENT AGREEMENT (CRB)
9.2 Entire
Agreement.
The
Agreement contains the entire understanding and agreement of the parties with
respect to the parties' relationship, and all prior negotiations, discussions
or
understandings, oral or written, are hereby integrated herein. No prior
negotiations, discussions or agreements not contained herein or in such
documents shall be binding or enforceable against the parties.
9.3 Counterparts.
The
Agreement may be signed in several counterparts. The signature of one party
on
any counterpart shall bind such party just as if all parties had signed that
counterpart. Each counterpart shall be considered an original. All counterparts
of the Agreement shall together constitute one original document.
9.4 Successors
and Assigns. All
rights and duties of Bank under the Agreement shall be binding on and inure
to
the benefit of Bank’s successors and assigns, including any person or entity
which acquires a controlling interest in Bank and any person or entity which
acquires all or substantially all of Bank’s assets. Bank and any such successor
or assign shall be and remain jointly and severally liable to Employee under
the
Agreement. Employee may not assign or transfer Employee's rights or interests
in
or under the Agreement other than by a will or by the laws of descent and
distribution. The Agreement shall inure to the benefit of and be enforceable
by
Employee's estate or legal representative.
9.5 Waiver.
Any
waiver by any party hereto of any provision of the Agreement, or of any breach
thereof, shall not constitute a waiver of any other provision or of any other
breach. If any provision, paragraph or subparagraph herein shall be deemed
invalid, illegal or unenforceable in any respect, the validity and
enforceability of the remaining provisions, paragraphs and subparagraphs shall
not be affected.
9.6 Arbitration.
Any
dispute, controversy, claim or difference concerning or arising from the
Agreement or the rights or performance of either party under the Agreement,
including disputes about the interpretation or construction of the Agreement,
shall be settled through binding arbitration in the State of Oregon and in
accordance with the rules of the American Arbitration Association. A judgment
upon the award rendered in such arbitration may be entered in any court of
competent jurisdiction.
9.7 Employee
Handbook. Employee
agrees to be bound by the terms and conditions of any employee handbook of
Bank
or its affiliates as may be in effect from time to time, except that in the
event of a conflict between such employee handbook and the Agreement, the
Agreement shall control.
9.8 Captions.
All
captions, titles and headings in the Agreement are for convenience only, and
shall not be construed to limit any term of the Agreement.
9.9 Definition.
When
used herein in reference to a corporation, “affiliate” shall mean, without
limitation, any parent or subsidiary of the corporation and any entity
controlled by the corporation.
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EXECUTIVE
EMPLOYMENT AGREEMENT (CRB)
9.10 Exceptions.
The Bank
Board or the management of Bank may, in its discretion, make exceptions to
one
or more of the conditions contained in the Agreement, provided that any such
exceptions must be approved in writing.
9.11 Prior
Contracts.
The
Agreement replaces and supersedes all prior written employment agreements and
amendments thereof between the parties.
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Employee
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Date:
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COLUMBIA
RIVER BANK
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By:
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Title:
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EXECUTIVE
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