Exhibit 99.1
2006 EMPLOYMENT AGREEMENT
Columbia River Bank - Xxxxx X. XxXxxx
This Employment Agreement (the "Agreement") is made and entered into
effective the 1st day of April 2006 by and between Columbia River Bank, an
Oregon corporation ("Bank") and Xxxxx X. XxXxxx ("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.
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1.1 Employment and Title. Bank shall employ Employee as an officer
of Bank with the title of Executive Emeritus. Subject to the terms and
conditions hereof, employee shall perform such duties and exercise such
authority subject to the general direction of the President and 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 time, attention
and efforts to the diligent performance of his duties while performing 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 substantial 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.
2. TERM OF EMPLOYMENT.
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2.1 Three-Year Term. The term of employment under the Agreement
shall begin on April 1, 2006 and end on March 31, 2009.
3. TERMINATION.
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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 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 written 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.
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 Severance Payment. If Employee's employment is terminated by
Employee with cause, or by Bank without cause, Employee shall be paid all base
salary and benefits accrued under the Agreement as of the termination date, and
in addition, shall be entitled to a severance payment equal to the greater of
(i) one month's base salary (based on an annual salary figure equal to $119,000
rather than Employee's actual annual salary) multiplied by the number of full
calendar years Employee has been employed by Bank or any predecessor thereof, or
(ii) one month's base salary (based on an annual salary figure equal to $119,000
rather than Employee's actual annual salary) multiplied by twelve (12). For
purposes of Section 3.6(i) a period of continuous full-time employment for six
months or more in a calendar year shall count as a full calendar year. If for
any period Employee has been employed simultaneously by Bank and by one or more
of its affiliates, such period shall count only once in determining the
severance payment under Section 3.6(i). The severance payment provided herein
shall be paid in full within thirty (30) days of the date of Employee's
termination. Employee shall not be entitled to such severance payment if
Employee's employment is terminated by Bank with cause, in which case Employee
shall only be entitled to receive on termination a payment equal to Employee's
base salary and benefits accrued under the Agreement as of the termination date,
and no other payments.
3.7 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 nonforfeitable 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.
3.8 Effect of Disability. Notwithstanding any other provision of
the Agreement, Employee's inability to perform the services required of Employee
under the Agreement because of disability shall not constitute cause for
termination; provided, that Employee shall receive no base salary under the
Agreement for hours not worked as a result of such disability. Nothing herein
shall preclude Employee from utilizing earned and available sick leave during
any period of disability. "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.
3.9 Early Termination Option. Notwithstanding any other provision
in the Agreement or any retirement arrangement contract between the parties,
Employee may terminate his employment with the Bank without cause at any time on
or after April 1, 2006 and if Employee does so, Bank shall pay Employee the sum
of $6,000 per month (with a pro-rata payment for any partial month) for the
period beginning on the date of such termination by Employee through and
including March, 2008.
4. COMPENSATION.
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4.1 Base Salary and Hours. For the period beginning April 1, 2006
and ending March 31, 2009 Employee shall be paid an annual base salary of
$72,000, payable in equal bimonthly installments and subject to any deductions
required by law. Employee shall devote no less than one hundred twenty (120)
hours per four-week period to his duties under the Agreement; provided, that
Employee's failure or refusal to work in excess of 120 hours per such for-week
period shall not constitute cause for termination.
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.
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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.
5.2 Car Allowance. Employee shall receive no car allowance.
5.3 Additional Benefits. Employee shall be eligible to participate
in any other benefits which may be or become applicable to Bank's 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.
5.4 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.
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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, subject
to adjustment based on Employee's part-time status pursuant to the mutual
agreement of the parties. 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.
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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.
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.
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) twelve
(12) 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.
7.4.1 If following a change of control which is effective
on or before December 31, 2006 Bank terminates Employee's employment within one
(1) year 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 nonforfeitable 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.
7.4.2 If following a change of control which is effective
on or after April 1, 2006 Bank terminates Employee's employment within one (1)
year 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
nonforfeitable 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; provided, that the severance payment under
Section 3.6 shall be determined based on Employee's actual base salary at the
time of termination rather than on an annual base salary equal to $119,000.
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 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.
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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.
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 either an initial employment of Employee, insofar as
Employee's previous contract with Employer has expired, or constitutes a bona
fide advancement of Employee with the Employer under ORS 653.295 in several
respects.
9. MISCELLANEOUS.
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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.
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 National Rules For The Resolution
of Employment Disputes. 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.
9.10 Exceptions. The Bank Board or the management of Bank may, in
its discretion, make exceptions to one or more of the conditions imposed upon
Employee 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
COLUMBIA RIVER BANK
By:
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Title:
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FIRST AMENDMENT TO 2002 SPLIT DOLLAR AGREEMENT
COLUMBIA RIVER BANK - XXXXX X. XxXXXX
This Amendment (the "Amendment") is made and entered into effective the
1st day of April, 2006 by and between COLUMBIA RIVER BANK, a state-chartered
commercial bank located in The Dalles, Oregon (the "Bank"), and XXXXX X. XxXXXX
(the "Executive").
RECITALS
WHEREAS, the Executive and the Bank made and entered into a 2002 Split
Dollar Agreement (the "Agreement") on the 18th day of January, 2002; and
WHEREAS, the Executive and the Bank wish to specify in writing certain
amendments to the Agreement;
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:
1. Increase in Benefit Coverage. Effective April 1, 2006, the
coverage afforded to Insured under the Agreement shall be increased to
$215,000.00, and Insured's transferee or beneficiary shall have rights in and to
the designated proceeds whether or not Insured is terminated from employment,
and regardless of whether any such termination occurs prior to Insured's Normal
Retirement Age.
2. Ratification. Executive and the Bank hereby reaffirm and
ratify all remaining terms of the Agreement not specifically amended herein.
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Executive
COLUMBIA RIVER BANK
By:
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Title:
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FIRST AMENDMENT TO EXECUTIVE SALARY CONTINUATION AGREEMENT
COLUMBIA RIVER BANK - XXXXX X. XxXXXX
This Amendment (the "Amendment") is made and entered into effective the
1st day of April, 2006 by and between COLUMBIA RIVER BANK, a state-chartered
commercial bank located in The Dalles, Oregon (the "Bank"), and XXXXX X. XxXXXX
(the "Executive").
RECITALS
WHEREAS, the Executive and the Bank made and entered into an Executive
Salary Continuation Agreement (the "Agreement") on the 3rd day of June, 2002;
and
WHEREAS, the Executive and the Bank wish to specify in writing certain
amendments to the Agreement;
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:
1. Amendment of Section 2.1(1). Section 2.1(1) of the Agreement
is amended to provide:
"2.1(1) Amount of Benefit. The annual benefit under this
Section 2.1 is $ 23,000. 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. Ratification. Executive and the Bank hereby reaffirm and
ratify all remaining terms of the Agreement not specifically amended herein.
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Executive
COLUMBIA RIVER BANK
By:
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Title:
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