THIS EMPLOYMENT
AGREEMENT (“Agreement”) is dated as of the 19 day
of June, 2008, by and between WSB FINANCIAL GROUP, INC. and
WESTSOUND BANK (hereinafter jointly referred to as
“Westsound”) and TERRY A. PETERSON
(“Executive”) and is effective retroactively to
April 15, 2008. Westsound and Executive are sometimes
collectively referred to herein as “the
Parties.”
WHEREAS, Executive
has been recruited to serve as the new President and Chief
Executive Officer of Westsound substantially under the terms of the
Term Sheet dated March 2008; and
WHEREAS, the
Parties now wish to enter into a definitive agreement setting forth
the terms and conditions of Executive’s employment with
Westsound;
NOW THEREFORE, in
consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as
follows:
1. Term
of Employment . Subject to earlier termination of
Executive’s employment pursuant to paragraphs 8 and 9,
Westsound hereby employs Executive, and Executive hereby accepts
such employment, for the period commencing on April 15, 2008
(the “Effective Date”) and ending April 30, 2011
(the “Term of Employment”); provided, however, that the
Term of Employment shall be automatically extended for an
additional year on the first anniversary of the Effective Date and
on each anniversary of the Effective Date thereafter, unless
written notice of non-extension is provided by either party to the
other party at least one hundred twenty (120) days prior to
the applicable succeeding anniversary date.
2.
Duties . Executive is engaged as President and Chief
Executive Officer of Westsound Bank and WSB Financial Group, Inc.,
and is responsible for the overall operation and conduct of
Westsound’s business, in accordance with the laws of the
State of Washington and the federal government and pursuant to the
general guidelines and directions as established from time to time
by the Board of Directors of Westsound (the “Board”).
As long as Executive serves as President and CEO of Westsound Bank
and WSB Financial Group, Inc., he shall be nominated to serve as a
member of the Board of Directors of Westsound Bank and WSB
Financial Group, Inc.
3. Exclusive
Services and Best Efforts . Executive shall render services
solely on behalf of Westsound, and in no event shall he render
services directly to a customer of Westsound for the individual
gain of Executive, without Westsound’s prior written consent.
Executive shall devote his full time, attention and energies,
during regular business hours, to the business of Westsound.
Executive further agrees that he shall perform any and all duties
to the
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Keller
Rohrback l.l.p.
Suite 3200
1201 Third Avenue
Seattle, Washington
98101-3052
(206) 623-1900
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best of his
abilities. In addition to any other responsibilities which
Westsound may from time to time require him to perform, Executive
shall:
(a) Use
his diligent efforts to promote the business and further the goals
of Westsound;
(b) Conduct
his business so as to maintain and increase the goodwill and
reputation of Westsound and its business;
(c) Comply
with all codes of ethics, personnel and other policies of
Westsound, federal, state and local laws and regulations, including
but not limited to those related to banking and securities, and the
rules of the NASDAQ Stock Market (“NASDAQ”);
(d) Not
render to others, during his employment with Westsound, services of
any kind or promote, participate or engage in any other business
activity which would interfere with the performance of his duties
under this Agreement, including, without limitation, providing
consulting services or otherwise engaging in business with any
person or entity which directly or indirectly competes with
Westsound, unless he first obtains Westsound’s prior written
consent to engage in such outside activities.
Anything herein to
the contrary notwithstanding, nothing shall preclude the Executive
from (i) serving on the boards of directors of a reasonable
number of other corporations or the boards of a reasonable number
of trade associations and/or charitable organizations (subject to
the reasonable approval of the Board), (ii) engaging in
charitable activities and community affairs, and
(iii) managing Executive’s personal investments and
affairs, provided that such activities do not materially interfere
with the proper performance of Executive’s duties and
responsibilities as an executive officer of Westsound.
4.
Compensation . Westsound shall pay Executive, as
compensation for his full-time services during the Term of
Employment, the following:
(a)
Base Salary . Executive shall receive a base salary of
$300,000 per annum (“Base Salary”), partial years
prorated, payable in substantially equal periodic payments, which
shall be made no less frequently than monthly during the period of
the Executive’s employment hereunder. Executive’s Base
Salary shall be reviewed and set annually by the Compensation
Committee. Notwithstanding anything to the contrary in this
paragraph 4(a), Executive’s Base Salary shall be at least
$300,000 per annum during the term of this Agreement.
(b)
Bonus; Incentives . Executive shall receive an annual
discretionary bonus or cash incentives based on an incentive pay
plan established from time to time by the Compensation Committee
with the approval of the Board of Directors (“Bonus”).
In determining the amount of the Bonus, if any, the Compensation
Committee shall consider earnings, asset quality, factors affecting
shareholder value and such other factors as the Compensation
Committee shall deem appropriate. Any discretionary bonus shall be
paid not later than 2 1/2 months after the year in which the Executive
obtains a legally binding right to the bonus. If the
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Keller
Rohrback l.l.p.
Suite 3200
1201 Third Avenue
Seattle, Washington
98101-3052
(206) 623-1900
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discretionary
bonus cannot be paid by that date, then it shall be paid on the
next following April 15, or such other date during the year as
permitted under Section 409A.
(c)
Benefit Plans . During the Term of Employment, Executive
shall be entitled to participate in any and all employee benefit
plans, including, but not be limited to the Westsound Bank
401(k) Plan, the WSB Financial Group, Inc. 1999 Stock Option
Plan, and employee welfare and health benefit plans which may be
established by Westsound from time to time for the benefit of all
executives of Westsound. Executive shall be required to comply with
the conditions attendant to coverage by such plans and shall comply
with and be entitled to benefits only in accordance with the terms
and conditions of such plans as they may be amended from time to
time.
(d)
Vacations; Leave . The Executive shall be entitled to
(i) an annual paid vacation of not less than four
(4) weeks (20 business days) per year and otherwise in
accordance with the policies established by the Board for executive
officers, and (ii) voluntary leaves of absences, with or
without pay, from time to time at such times and upon such
conditions as the Board may determine.
5.
Business Expenses . Westsound will pay or reimburse
Executive for reasonable and necessary business expenses incurred
by Executive, which are directly related to the performance of his
duties of employment, including travel, professional memberships
and professional development, subject to documentation by Executive
and approval of the Chairman of the Audit Committee. Westsound will
pay Executive’s dues to such clubs as the Board deems
appropriate and beneficial to Westsound.
6.
Automobile . Executive shall provide his own automobile, and
Westsound shall provide him an automobile allowance of $600 per
month for use of such automobile incident to his duties as
President and Chief Executive Officer of Westsound. The automobile
allowance may be increased from time to time as deemed appropriate
by the Board.
7.
Working Facilities . Executive shall be furnished with such
working facilities as are reasonably required by Executive to
perform his duties as President and Chief Executive Officer of
Westsound, which working facilities shall include, but not be
limited to, an office and secretarial and staff support.
8.
Separation From Service . Notwithstanding paragraph 1, this
Agreement may be terminated by Westsound upon written notice to
Executive, and by Executive upon ninety (90) days written
notice to Westsound. If Executive resigns from Westsound, he will
receive only his compensation, benefits earned and expenses
reimbursable through the date this Agreement is terminated. If
Executive’s employment is terminated by Westsound, he shall
receive the compensation provided hereafter.
(a)
Termination Without Cause . If Executive is involuntarily
separated from service by Westsound, except for cause as provided
in paragraph 8(b), subject to paragraphs 24 and 25, Executive shall
receive as a severance benefit a severance payment equal to six
(6) months’ W-2 income before salary deferrals and
excluding gains, if any, from exercise of stock
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Keller
Rohrback l.l.p.
Suite 3200
1201 Third Avenue
Seattle, Washington
98101-3052
(206) 623-1900
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options, which
amount shall be increased by one (1) month’s W-2 income
for each month of employment after six (6) months up to a
maximum of twelve (12) months. Such payment shall be subject
to applicable payroll withholding, and payable in a lump sum
immediately following termination, provided the timing of any such
payment shall be made in compliance with Section 409A of the
Internal Revenue Code of 1986, as amended
(“Code”).
(b)
Termination for Cause . The compensation payable upon
separation from service, as provided in paragraph 8(a), shall not
be payable in the event that the Executive is involuntarily
separated from service for cause. Involuntary separation from
service shall be determined to be for cause only in the event:
(i) Executive is convicted of a felony or crime involving
moral turpitude, or charged with a felony or crime involving moral
turpitude if the Board, in its sole discretion, determines that the
adverse publicity/notoriety stemming from such charge will make it
difficult for Executive to perform his duties and/or Westsound to
carry on its normal business activities; (ii) Executive fails
or refuses, after written request, to comply with any material
policies adopted by the Board; (iii) Executive is terminated
for fraud, embezzlement, or willful misconduct (including, but not
limited to, violation of Westsound’s anti-discrimination and
harassment policies); or (iv) Executive is removed from office
by the Board in order to comply with a requirement, request or
recommendation from the Supervisor of Banking for the State of
Washington or the Federal Deposit Insurance Corporation
(“FDIC”).
(c)
Death or Disability . This Agreement will terminate
immediately upon Executive’s death. If Executive is unable to
perform his duties and obligations under this Agreement as a result
of a Disability and cannot continue to perform his duties with
reasonable accommodation, the Board may terminate this Agreement.
If termination occurs due to Executive’s death, his estate
will be entitled to receive the compensation, benefits earned, and
expenses reimbursable through the date this Agreement is
terminated. If termination occurs due to Executive’s
Disability, he shall continue to receive his Base Salary until
payments under Westsound’s long-term disability insurance
plan commence, or in the event Westsound has no long-term
disability insurance plan on the date of disability,
Executive’s Base Salary shall continue for a period of six
(6) months.
9. Change
of Control . Notwithstanding paragraph 1, if after a Change of
Control, (i) Executive is involuntarily separated from service,
except for cause pursuant to paragraph 8(b), or (ii) Executive
voluntarily separates from service for Good Reason within twelve
(12) months after such Change of Control, subject to
paragraphs 24 and 25, Executive shall receive an amount equal to
two (2) times his Base Salary plus Bonus before salary
deferrals over the twelve (12) month period prior to the Change of
Control, reduced by any amount received under paragraph 8(a),
payable in a lump sum within 30 days of the Executive’s
separation from service, subject to applicable payroll withholding;
provided, however, that if Executive is a Specified Employee as of
the date Executive’s employment terminated, then any amounts
that are not considered separation pay under Code Section 409A
will be paid to Ex
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