PACIFIC CONTINENTAL CORPORATION/PACIFIC CONTINENTAL BANK CHANGE IN CONTROL SALARY CONTINUATION AGREEMENT

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Exhibit 10.10

PACIFIC CONTINENTAL CORPORATION/PACIFIC CONTINENTAL BANK

CHANGE IN CONTROL

SALARY CONTINUATION AGREEMENT

THIS CHANGE IN CONTROL/SALARY CONTINUATION AGREEMENT (this "AGREEMENT") is

entered into as of this 17th day of August, 2005, by and between PACIFIC

CONTINENTAL CORPORATION, an Oregon corporation (the "COMPANY"), its wholly owned

subsidiary PACIFIC CONTINENTAL BANK, an Oregon state-chartered bank (the

"BANK"), and BASANT SINGH ("EXECUTIVE"). This Agreement will be effective as of

the Effective Date determined pursuant to the Plan and Agreement of Merger dated

as of the date hereof among the Company, the Bank, NWB Financial Corporation and

Northwest Business Bank (the "MERGER AGREEMENT"). If the Merger Agreement is

terminated for any reason, this Agreement will be null and void and of no

effect.

The Company, the Bank and Executive agree as follows:

1. DEFINITIONS.

1.1 Cause. "CAUSE" means any one or more of the following:

a. Removal or discharge of Executive pursuant to order

of any federal banking authority;

b. Executive perpetrates fraud, dishonesty, or other act

of misconduct in the rendering of services to the

Company or the Bank or to customers of the Company or

the Bank, or if Executive engages in conduct which,

in the opinion of the Board of Directors, materially

interferes with the performance of Executive's duties

or harms the reputation of the Company or the Bank by

reason of the adverse reaction of the community to

such conduct;

c. Executive conceals from, or knowingly fails to

disclose to, any federal banking regulatory authority

or the Board of Directors any material matters

affecting the viability of the Company or the Bank;

or

d. Executive fails (or refuses) to faithfully or

diligently perform any of the usual and customary

duties of his employment and either fails to remedy

the lapse or formulate a plan for its correction with

the Company or the Bank (if such failure is not

susceptible to immediate correction) within thirty

(30) days after notice to Executive explaining in

detail the allegations and recommended correction.

Notwithstanding the foregoing, Executive shall not be terminated

without:

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a. Ten days written notice setting forth Company's

intention to terminate for Cause;

b. An opportunity for Executive to rebut termination for

Cause within five business days after receiving

notice; and

c. A final finding, in good faith, by the Board of

Directors that Cause existed.

1.2 Change in Control. "CHANGE IN CONTROL" means a change "in the

ownership or effective control" or "in the ownership of a

substantial portion of the assets" of the Company or the Bank,

within the meaning of Section 280G of the Internal Revenue

Code of 1986, as amended; provided however, that an internal

reorganization of the Company or the Bank shall not constitute

a Change in Control.

1.3 Change in Control Payment. "CHANGE IN CONTROL PAYMENT" has the

meaning assigned in Section 3 of this Agreement.

1.4 Compensation. "COMPENSATION" Means Executive's highest base

compensation, together with bonuses earned pursuant to the

Company and/or Bank's then-existing bonus plan(s), for each of

the three most recent calendar years, including the current

calendar year. For purposes of the current calendar year

determination, Executive's base compensation will be

annualized and it will be assumed that Executive will earn the

maximum bonus amount payable pursuant to the Company and/or

Bank's then-existing bonus plan(s).

1.5 Disability. "DISABILITY" means a physical or mental impairment

that renders Executive incapable of substantially performing

the usual and customary duties of his employment for a period

of 90 consecutive days, unless with reasonable accommodation

Executive could continue to perform such duties, and making

these accommodations would not pose an undue hardship on the

Company or the Bank. Disability shall be determined by the

definition and procedure set forth in the Company disability

plan.

1.6 Employment Agreement. "EMPLOYMENT AGREEMENT" has the meaning

assigned in Section 5 of this Agreement.

1.7 Good Reason. "GOOD REASON" means only any one or more of the

following:

a. Reduction of Executive's Post Change in Control

Salary or elimination of any significant compensation

or benefit plan benefiting Executive, unless the

reduction or elimination is generally applicable to

substantially all similarly situated employees (or

similarly situated employees of a successor or

controlling entity of the Company or the Bank)

formerly benefited;

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b. The Post Change in Control assignment to Executive

without his consent of any authority or duties

materially inconsistent with Executive's position as

of the date of the Change of Control; or

c. A relocation or transfer of Executive's principal

place of employment that would require Executive to

commute on a regular basis more than 30 miles each

way from his present place of employment.

1.8 Parachute Payment Amount. "PARACHUTE PAYMENT AMOUNT" has the

meaning assigned in Section 5 of this Agreement.

1.9 Post Change in Control Salary. For purposes of Section 4 of

this Agreement, "POST CHANGE IN CONTROL SALARY" means, for the

Salary Continuation Period, the base compensation and

bonus(es) that Executive would have been entitled to if

his/her employment had not been terminated. For purposes of

determining the bonus(es) that Executive would have been

entitled to, it will be assumed that Executive would have

earned the maximum bonus amount payable pursuant to the

Company and/or Bank's bonus plan(s) in existence at the time

of the Change in Control.

1.10 Salary Continuation Payment. "SALARY CONTINUATION PAYMENT" has

the meaning assigned in Section 4 of this Agreement.

1.11 Salary Continuation Period. "SALARY CONTINUATION PERIOD" has

the meaning assigned in Section 4 of this Agreement.

1.12 Termination Event After Change in Control. A "TERMINATION

EVENT AFTER CHANGE IN CONTROL" shall be deemed to occur upon,

and only upon, any one or more of the following:

a. Termination of Executive's employment by Executive

for Good Reason within the Salary Continuation

Period;

b. Termination of Executive's employment by the Bank

and/or the Company other than for Cause or

Disability, or death within the Salary Continuation

Period; or

c. Termination of Executive's employment or of this

Agreement by the Bank and/or the Company other than

for Cause, Disability or death prior to a Change in

Control if such termination occurs within twelve (12)

months before the execution of a definitive agreement

providing for a Change in Control.

1.13 Trade Secret. "TRADE SECRET" means information, including a

drawing, cost data, customer list, formula, pattern,

compilation, program, device, method, technique or process

that:

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a. Derives independent economic value, actual or

potential, from not being generally known to the

public or to other persons who can obtain economic

value from its disclosure or use; and

b. Is the subject of efforts that are reasonable under

the circumstances to maintain its secrecy.

2. COMMITMENT OF EXECUTIVE. In the event that any person extends any

proposal or offer that is intended to or may result in a Change in

Control, Executive shall, at the Company's or the Bank's request,