AMENDED AND RESTATED CHANGE OF CONTROL/SEVERANCE AGREEMENTChange of Control Agreement |
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AMENDED AND RESTATED
CHANGE OF CONTROL/SEVERANCE AGREEMENT
THIS
AMENDED AND RESTATED CHANGE OF CONTROL/SEVERANCE AGREEMENT
(this “Agreement”) dated this ___ day of
__________, 2006, by and between CASCADE FINANCIAL CORPORATION
and CASCADE BANK (hereinafter jointly referred to as
“Cascade”) and ______________________________
(“Executive”) amends and restates the Change of
Control/Severance Agreement entered into between Cascade Bank
and _________________________________ on _________________,
2001. Upon execution of this Agreement, the Change
of Control/Severance Agreement entered into in 2001 shall be
null and void and of no further force and effect.
WHEREAS,
Executive is currently serving as
______________________________ and has agreed to continue to
serve in the employ of Cascade; and
WHEREAS,
the Board of Directors of Cascade recognizes the substantial
contribution Executive has made to Cascade and wishes to
provide Executive with certain benefits for the period
provided in this Agreement in the event of a change of control
(as defined herein) of Cascade;
NOW,
THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements of the parties herein, the
parties hereto agree as follows:
1.
Certain Definitions .
(a)
“Change
of Control” as used herein will be deemed to have
occurred when there is a Change in the Ownership of Cascade
or a Change in the Ownership of a Substantial Portion of the
Assets of Cascade, as defined below:
(i)
Change in the Ownership of Cascade . For the purposes of this
Agreement, a Change in the Ownership of Cascade shall be deemed to
occur when any one person, or more than one person acting as a
group, acquires ownership of Cascade stock that, together with
stock held by such person or group, constitutes more than fifty
percent (50%) of the total fair market value or total voting power
of Cascade. A Change in Ownership of Cascade will not
occur when any one person, or more than one person acting as a
group, owning more than fifty percent (50%) of the total fair
market value or total voting power of the stock of Cascade acquires
additional stock. For the purposes of this section, an increase in
the percentage of stock owned by any one person, or more than one
person if acting as a group, as a result of a transaction in which
Cascade acquires its stock in exchange for property will be treated
as an acquisition of stock.
(ii)
Change in the Ownership of a Substantial Portion of the Assets of
Cascade . For the purposes of this Agreement, a Change in the
Ownership of a Substantial Portion of the Assets of Cascade shall
be deemed to occur on the date that any one person, or more than
one person acting as a group, acquires (or has acquired during the
twelve (12) month period ending on the date of the most recent
acquisition by such person or persons) assets from Cascade that
have a total gross fair market value equal to or more than forty
percent (40%) of the total gross fair market value of all of the
assets of Cascade immediately prior to such acquisition or
acquisitions. For the purposes of this section,
“gross fair market” value means the value of the assets
of Cascade or the value of the assets being disposed of, determined
without regard to any liabilities associated with such
assets. A Change
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1 -
in
the Ownership of a Substantial Portion of the Assets of
Cascade shall not be deemed to occur where the assets
transferred by Cascade are transferred to: (1) a shareholder
of Cascade (immediately before the asset transfer) in exchange
for or with respect to its stock; (2) an entity fifty percent
(50%) or more of the total value or voting power of which is
owned, directly or indirectly, by Cascade; (3) a person, or
more than one person acting as a group, that owns, directly or
indirectly, fifty percent (50%) or more of the total value or
voting power of all the outstanding stock of Cascade; or (4)
an entity, at least fifty percent (50%) of the total value or
voting power of which is owned, directly or indirectly, by a
person or more than one persons acting as a group, that owns,
directly or indirectly, fifty percent (50%) or more of the
total value or voting power of all the outstanding stock of
Cascade.
(b)
“Good
Reason” as used in this Agreement means the occurrence,
without Executive’s express written consent, of a
material diminution of Executive’s duties,
responsibilities or benefits, including (without limitation)
any of the following circumstances:
(i)
A
requirement that Executive be based at any location not
within forty (40) miles of Executive’s then existing
job location, providing that such new location is not closer
to Executive’s home;
(ii)
A
material demotion, or loss of title or loss of significant
authority of Executive, excluding for this purpose, an
isolated, insubstantial or inadvertent action not taken in
bad faith which is remedied by Cascade immediately after
notice thereof is given by Executive;
(iii)
A
reduction in Executive’s salary or a material adverse
change in Executive’s perquisites, benefits or
vacation, other than as part of an overall program applied
uniformly and with equitable effect to all members of the
senior management of Cascade; or
(iv)
A
successor bank or company fails or refuses to assume
Cascade’s obligations under this Agreement, as required
in Section 4(a)
hereof.
(c)
“Cause”
as used in this Agreement means termination of the employment
of Executive because of Executive’s personal
dishonesty, incompetence, willful misconduct, breach of a
fiduciary duty involving personal profit, intentional failure
to perform stated duties, insubordination, willful violation
of any law, rule, or regulation (other than traffic
violations or similar offens
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