Exhibit 10.8
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT (the “Agreement”) is deemed effective this
8 th day of January, 2003, by and
between INLAND NORTHWEST BANK, a Washington-state chartered
commercial bank (“Bank”) and HOLLY A. AUSTIN
(“Employee”).
Section 1. Employment
.
1.1 Subject to the terms and conditions set forth in
this Agreement, Bank employs Employee and Employee agrees to render
Employee’s exclusive services to Bank during the Employment
Term, as defined in Section 3.1 Employment Term
(“Employment Term”) as the Cashier and Secretary of the
Bank or in such other executive position with the same level of
compensation and benefits as the Board of Directors of the Bank may
direct.
1.2 Employee accepts employment and agrees to devote
her full business and professional time and energy to Bank, and to
perform her duties and responsibilities in an efficient,
trustworthy and businesslike manner. Employee shall not render
services of a business, professional or commercial nature to any
other person, firm or corporation, whether for compensation or
otherwise, without the written approval of the Bank.
Section 2.
Compensation .
2.1 Fixed Salary
. During the Employment
Term the Employee shall receive compensation (the “Fixed
Salary”) payable in equal monthly installments at the annual
rate of $78,476. Any adjustments in that Fixed Salary shall be
effective as of the Employee’s anniversary date. The Employee
then shall receive the adjusted Fixed Salary for the twelve month
period beginning on the anniversary date. In no event shall the
Fixed Salary for any twelve-month period be less than the Fixed
Salary during the preceding twelve-month period.
2.2 Incentive Programs
. In addition to the
Fixed Salary provided in Section 2.1 Fixed Salary ,
Bank may pay to Employee from time to time such bonus or other
incentive compensation, in cash or other forms, as the Board of
Directors of the Bank in its judgment may determine; the Employee
shall be eligible to participate in incentive programs for senior
management.
2.3 Expenses .
Bank shall reimburse Employee for
all reasonable business expenses incurred by Employee in the course
of the performance of her duties that are consistent with the
policies and procedures of Bank as in effect from time to time.
Employee shall submit expense reports with substantiating vouchers
as Bank shall reasonably require; payment of such expenses shall
require approval by another designated officer of Bank.
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2.4 Vacation .
Employee shall be entitled to four
(4) weeks paid vacation per year worked during the Employment
Term as well as holiday pay for those holidays recognized by the
Federal Reserve Bank and the State of Washington. Vacation time
remaining unused at the end of each year of the Employment Term
shall not accrue.
2.5 Other Benefits
. Employee shall be
eligible to be a full participant in any pension plan, profit
sharing plan, group life, disability, health or other insurance
plan, vision medical plan, dental plan, incentive stock option plan
and any other employee benefit plan or arrangement provided to
executive officers of Bank at Bank’s expense.
Section 3. Term and
Termination .
3.1 Employment Term
. The Employment Term
shall commence on the date of this Agreement and shall not have a
fixed period of duration. The Bank has the right, however, at any
time to notify the Employee, in writing, that the Bank will
establish an employment term of twelve (12) months to commence
no earlier than the day following date of receipt of the notice by
the Employee. The notice may be given without a determination of
cause and does not constitute a termination of this Agreement. The
Fixed Salary for the Employee, as then in effect, shall continue
without change during the twelve-month period unless adjusted by
the Directors in accordance with Section 2.1 Fixed
Salary . The Employment Term, as used in other sections of this
Agreement, shall be either the Employee’s continuous
employment or the twelve month period set forth in the notice. If
the Employee resigns during the twelve month period set forth in
the notice, then the provisions of Section 3.2 Termination
at Will shall apply for the remainder of the twelve month
period.
3.2 Termination at Will
. If the Bank, through
action taken by its Board of Directors, has determined that the
Employee shall not continue her employment with the Bank in any
capacity, then the Employee will be notified of her termination in
the notice referred to in Section 3.1 Employment Term .
No cause for such termination shall be required. If this Agreement
has been terminated in this manner, then the Employee shall receive
a Severance Payment in an amount equal to her then existing, annual
Fixed Salary payable in twelve (12) equal monthly
installments. The Bank also will continue existing medical benefits
or programs for a period of one year unless such benefits or
programs are terminated or allowed to lapse for all participants.
Employee also shall receive any payments or benefits which have
accrued or to which Employee may be entitled as of the date of
termination, including bonus and other incentive plans in which
employee was participating. The Employee shall not be entitled to
any other rights and benefits that are set forth in this
Agreement.
3.3 Termination for Illness
and Incapacity . Employee shall receive full
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compensation during any period of illness,
disability or incapacity during the Employment Term. Bank may
terminate the Employment Term as provided in Section 3.2
Termination at Will in the event Employee suffers an illness
or incapacity of such character as to substantially disable her
from performing her duties for a period of more than ninety
(90) consecutive days or one hundred eighty (180) days in
the aggregate in any twelve-month period.
Any payments pursuant to a salary
continuation or disability insurance plan of Bank shall be deducted
from any compensation paid to Employee under this Agreement during
the period of her illness, disability or incapacity, but such
deductions shall only be made with respect to payments in the
corresponding periods for which compensation is paid to Employee
pursuant to this Agreement. Nothing contained in this Agreement
shall limit or abrogate any insurance or other benefits available
to Employee under any present or future salary continuation or
disability insurance plans of Bank.
3.4 Termination Upon
Employee’s Death . If Employee dies during the Employment Term,
Bank shall pay to the estate of Employee the compensation
(including a pro rata portion of all incentive compensation to
which Employee may be entitled) which would otherwise accrue or be
available to Employee up to the end of the month in which her death
occurred. Nothing contained in this Agreement shall limit or
abrogate any insurance or other benefits available to the
Employee.
3.5 Other Terminations
. This Agreement also may
be terminated as follows:
(i) By Employee upon written notice
delivered by Employee to Bank;
(ii) As Bank and Employee shall
mutually agree in writing; or
(iii) For Cause, upon written notice
from Bank to Employee setting forth the “cause” for
termination. “Cause” as used in this agreement shall
mean any one or more of the following:
(a) Disobedience of orders or
directives of the Board of Directors of the Bank, clearly given, in
accordance with the terms of this Agreement, or interference with
the performance by other employees of Bank of their duties pursuant
to such orders or directives, if such disobedience or interference
shall be either (i) of such a nature that no reasonable doubt
can exist as to its material adverse effect on Bank, or
(ii) continued after specific instructions to stop shall have
been given by the Board of Directors of the Bank; or
(b) Material acts of dishonesty
related to the business of Bank or its relationships with
employees, suppliers, contractors, customers or those with whom
Bank does business; or
(c) Refusal or failure to furnish
significant information concerning Bank business as clearly and
reasonably requested by or under the authority of the Board of
Directors of the Bank or material falsification of such
information; or
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(d) Any other action or course of
conduct which has or reasonably will have an adverse effect on Bank
or its business or financial position, if such action or course of
conduct shall be either (i) of such a nature that no
reasonable doubt can exist as to its material adverse effect on
Bank, or (ii) continued after specific instructions to stop
shall have been given by or under the specific authority of the
Board of Directors of the Bank; or
(e) Conviction in a court of the
United States or of any state of a felony or serious crime
involving acts of Employee constituting fraud, moral turpitude,
intentional dishonesty or similar conduct.
3.6 Termination by Employee or
for Cause . In the
event this Agreement is terminated by voluntary resignation of the
Employee (excluding Employee’s voluntary termination
following notice from Bank as set forth in Section 3.1
Employment Term ) or For Cause, the pay and other benefits
described in Section 3.2 Termination at Will will not
be provided. If Employee resigns because the Bank has eliminated
Employee’s position and replaced the Employee with another
person in that position or has assigned Employee to another
position that does not have equivalent duties and responsibilities,
the Employee will receive the Severance Payment and benefits
provided in Section 3.2 Termination at Will for the
remainder of the Employment Term, subject to the obligations of the
Employee set forth in Sections 5 Obligations of Employee upon
Termination and 8 Covenant Not to Compete .
3.7 Termination of
Obligations . Upon
the termination of this Agreement as provided above, all
obligations of either Bank (except as herein expressly provided) or
Employee for future performance arising out of this Agreement or
the employment relationship shall terminate; provided, however,
that the provisions of Sections 5 Obligations of Employee upon
Termination , 6 Nondisclosure , 7 Services Unique
, 8 Covenant Not to Compete , and 9 Remedies shall
not be affected by termination of this Agreement.
Section 4 Provisions
Regarding Change of Control . The following provisions shall be effective as
of and after the date on which a Change of Control, as defined in
Section 4.1 Change of Control , occurs:
4.1 Change of
Control . For the p
