EXHIBIT 10.1
COLUMBIA RIVER BANK
EXECUTIVE SALARY CONTINUATION AGREEMENT
THIS AGREEMENT is adopted effective June 3, 2002 by and between COLUMBIA
RIVER BANK, a state-chartered commercial bank with headquarters in The Dalles,
Oregon ("Bank") and XXXXX X. XXXXXXXXXXX (the "Executive").
R E C I T A L S
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 establish a compensation benefit program
consisting of salary continuation benefits for the Executive, to be paid 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 benefits, 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 additional compensatory incentive 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:
"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 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
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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.
"Demotion" means (1) a material reduction in the Executive's duties
coupled with the Executive's loss of his or her existing executive officer
title; or (2) a material reduction in the Executive's base salary, incentive
compensation or benefits.
"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 Termination" means the Termination of Employment before Normal
Retirement Age for reasons other than death, Disability, Termination for Cause
or following a Change of Control.
"Early Termination Date" means the month, day and year in which Early
Termination occurs.
"Effective Date" means 10/01/01.
"Holding Company" shall mean Columbia Bancorp, the parent corporation of
the Bank.
"Normal Retirement Age" means the Executive's 62nd birthday.
"Normal Retirement Date" means the later of the Normal Retirement Age or
Termination of Employment.
"Plan Year" means a twelve-month period commencing on 10/01 and ending
on 09/30 of each calendar year.
"Termination for Cause" shall have the meaning set forth in Section 5
herein.
"Termination of Employment" means that the Executive ceases to be
employed by the Bank for any reason, voluntary or involuntary, other than by
reason of a leave of absence approved by the Bank.
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SECTION 2 - Benefits During Lifetime
2.1 Normal Retirement Benefit. Upon Termination of Employment on or
after the Normal Retirement Age for reasons other than death, the Bank shall pay
to the Executive the benefit described in this Section 2.1 in lieu of any other
benefit under this Agreement.
(1) Amount of Benefit. The annual benefit under this Section 2.1 is
$73,312. Commencing at the end of the first Payment Year, and each Payment Year
thereafter, the annual benefit shall be increased 3% percent from the previous
Payment Year.
(2) Payment of Benefit. The Bank shall pay the annual benefit to the
Executive in 12 equal monthly installments commencing with the month following
the Executive's Normal Retirement Date, paying the annual benefit to the
Executive for a period of 20 years.
2.2 Early Termination Benefit. Upon Early Termination, the Bank shall
pay to the Executive the benefit described in this Section 2.2 in lieu of any
other benefit under this Agreement.
(1) Amount of Benefit. The benefit under this Section 2.2 is the Early
Termination Annual Benefit. The amount of benefit is determined from the
Executive's actual benefit accrual balance at time of employment termination
(determined by vesting the Executive 100 percent of the actual Accrual Balance
at employment termination). The benefit is determined by calculating a 20-year
fixed annuity from the Accrual Balance, crediting interest on the unpaid balance
at an annual rate of 8 percent, compounded monthly.
(2) Payment of Benefit. The Bank shall pay the annual benefit to the
Executive in 12 equal monthly installments commencing with the month following
the Normal Retirement Age, paying the annual benefit to the Executive for a
period of 20 years.
2.3 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 2.3 in lieu of any other benefit under
this Agreement.
(1) Amount of Benefit. The benefit under this Section 2.3 is the
Disability Annual Benefit. The amount of this benefit is determined by vesting
the Executive in 100 percent of the actual Accrual Balance at employment
termination. This benefit is determined by calculating a 20-year fixed annuity
from the Accrual Balance, crediting interest on the unpaid balance at an annual
rate of 8 percent, compounded monthly.
(2) Payment of Benefit. The Bank shall pay the annual benefit to the
Executive in 12 equal monthly installments commencing with the month following
the
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Termination of Employment, paying the annual benefit to the Executive for a
period of 20 years.
2.4 Change of Control Benefit. Upon a Change of Control, followed within
the time periods described below by the Executive's Demotion, or Termination of
Employment for reasons other than death, Disability or retirement, the Bank
shall pay to the Executive the benefit described in this Section 2.4 in lieu of
any other benefit under this Agreement.
(1) Amount of Benefit. The benefit under this Section 2.4 is the Change
of Control Annual Benefit. The amount of this benefit is determined at the time
of Termination of Employment or Demotion as follows:
(i) if the Termination of Employment or Demotion occurs within
twelve (12) months of the Change of Control, by (a) vesting the Executive 100%
in the benefit accrual balance, and (b) adding to the accrual balance the next
scheduled three (3) plan year accrual account increases.
(ii) if the Termination of Employment or Demotion occurs within
twenty-four (24) months of the Change of Control, by (a) vesting the Executive
100% in the benefit accrual balance, and (b) adding to the accrual balance the
next scheduled two (2) plan year accrual account increases.
(iii) if the Termination of Employment or Demotion occurs within
thirty-six (36) months of the Change of Control, by (a) vesting the Executive
100% in the benefit accrual balance, and (b) adding to the accrual balance the
next scheduled one (1) plan year accrual account increase.
(2) Payment of Benefit. The Bank shall pay the annual benefit to the
Executive in 12 equal monthly installments commencing with the month following
the Termination of Employment or Demotion, paying the annual benefit to the
Executive for a period of 20 years.
2.5 Early Retirement. Notwithstanding an Early Retirement as defined
herein, the benefits payable to the Executive shall not commence until the
Executive reaches Normal Retirement Age.
(1) Definition. "Early Retirement" shall mean retirement by the
Executive on the later of: (i) the date on which the Executive reaches the age
of 55, if on such date the Executive has been continuously employed by the Bank
for at least ten (10) years; or (ii) the date on which the Executive has been
continuously employed by the Bank for ten (10) years if the Executive is over
the age of 55 on such date. At Normal Retirement Age, and each Payment Year
thereafter, the annual benefit shall be increased 3% percent from the previous
Payment Year.
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2.6 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 3 - Death Benefits
3.1 Death During Active Service. If the Executive dies while in the
active service of the Bank, the Bank shall pay to the Executive's beneficiary
the benefit described in this Section 3.1. This benefit shall be paid in lieu of
the benefits under Article 2.
(1) Amount of Benefit. The annual benefit under this Section 3.1 is the
Normal Retirement Benefit amount described in Section 2.1.1.
(2) Payment of Benefit. The Bank shall pay the annual benefit to the
Executive's beneficiary in 12 equal monthly installments commencing with the
month following the Executive's death, paying the annual benefit to the
Executive's beneficiary for a period of 20 years.
3.2 Death During Payment Period. 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.
3.3 Death After Termination of Employment But Before Payment Commences.
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 4 - Beneficiaries
4.1 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.
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4.2 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 5 - Certain Limitations
5.1 Termination for Cause. Notwithstanding any provision of this
Agreement to the contrary, the Bank shall not pay any benefit under this
Agreement if the Bank terminates the Executive's employment for: (i) gross
negligence or gross neglect of duties; (ii) commission of a felony or of a gross
misdemeanor involving moral turpitude; or (iii) 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.
5.2 Suicide or Misstatement. The Bank shall not pay any benefit under
this Agreement if the Executive commits suicide within three years after the
date of this Agreement. In addition, the Bank shall not pay any benefit under
this Agreement 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 6 - Claims and Review Procedures
6.1 Claims Procedure. A Participant or beneficiary ("claimant") who has
not received benefits under the Plan that he or she believes should be paid
shall make a claim for such benefits as follows:
(1) Initiation - Written Claim. The claimant initiates a claim by
submitting to the Bank a written claim for the benefits.
(2) Timing of Bank Response. The Bank shall respond to such claimant
within 90 days after receiving the claim. If the Bank determines that special
circumstances require additional time for processing the claim, the Bank can
extend the response period by an additional 90 days by notifying the claimant in
writing, prior to the end of the initial 90-day period, that an additional
period is required. The notice of extension must set forth the special
circumstances and the date by which the Bank expects to render its decision.
(3) Notice of Decision. If the Bank denies part or all of the claim, the
Bank shall notify the claimant in writing of such denial. The Bank shall write
the notification in a manner calculated to be understood by the claimant. The
notification shall set forth:
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(i) the specific reasons for the denial; (ii) a reference to the specific
provisions of the Plan on which the denial is based; (iii) a description of any
additional information or material necessary for the claimant to perfect the
claim and an explanation of why it is needed; (iv) an explanation of the Plan's
review procedures and the time limits applicable to such procedures, and (v) a
statement of the claimant's right to bring a civil action under ERISA Section
502(a) following an adverse benefit determination on review.
6.2 Review Procedure. If the Bank denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Bank of
the denial, as follows:
(1) Initiation - Written Request. To initiate the review, the claimant,
within 60 days after receiving the Bank's notice of denial, must file with the
Bank a written request for review.
(2) Additional Submissions - Information Access. The claimant shall then
have the opportunity to submit written comments, documents, records and other
information relating to the claim. The Bank shall also provide the claimant,
upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claimant's claim for benefits.
(3) Considerations on Review. In considering the review, the Bank shall
take into account all materials and information the claimant submits relating to
the claim, without regard to whether such information was submitted or
considered in the initial benefit determination.
(4) Timing of Bank Response. The Bank shall respond in writing to such
claimant within 60 days after receiving the request for review. If the Bank
determines that special circumstances require additional time for processing the
claim, the Bank can extend the response period by an additional 60 days by
notifying the claimant in writing, prior to the end of the initial 60-day
period, that an additional period is required. The notice of extension must set
forth the special circumstances and the date by which the Bank expects to render
its decision.
(5) Notice of Decision. The Bank shall notify the claimant in writing of
its decision on review. The Bank shall write the notification in a manner
calculated to be understood by the claimant. The notification shall set forth:
(i) the specific reasons for the denial; (ii) a reference to the specific
provisions of the Plan on which the denial is based; (iii) a statement that the
claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant
(as defined in applicable ERISA regulations) to the claimant's claim for
benefits, and (iv) a statement of the claimant's right to bring a civil action
under ERISA Section 502(a).
SECTION 7 - Amendments and Termination
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7.1 This Agreement may be amended or terminated only by a written
agreement signed by the Bank and the Executive.
7.2 Notwithstanding Section 7.1, the Bank may amend or terminate this
Agreement at any time if, pursuant to legislative, judicial or regulatory
action, 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.
SECTION 8 - Status as an Unsecured General Creditor.
8.1 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.
8.2 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 8.1 above, the Executive shall have no
right, title or
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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 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.
8.3 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 9 - Miscellaneous
9.1 Binding Effect. This Agreement shall bind the Executive and the
Bank, and their beneficiaries, survivors, executors, successors, administrators
and transferees.
9.2 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.
9.3 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.
9.4 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
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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 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.
9.5 Tax Withholding. The Bank shall withhold any taxes that are required
to be withheld from the benefits provided under this Agreement.
9.6 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.
9.7 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.
9.8 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.
9.9 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.
9.10 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.
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9.11 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.
9.12 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.
9.13 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 9.13. 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.
9.14 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
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upon the parties, and as applicable, their respective heirs, beneficiaries,
legal representatives, agents, successors and assigns, and may be entered in any
court having jurisdiction thereof. Any arbitration hereunder shall be conducted
in The Dalles, Oregon, unless otherwise agreed to by the parties.
9.15 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.
9.16 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
Xxx Xxxxxx, Xxxxxx 00000
If to the Executive: c/o Columbia River Bank
XX Xxx 0000
Xxx Xxxxxx, Xxxxxx 00000
9.17. 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.
9.18 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.
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9.19 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.
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 SALARY CONTINUATION 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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