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Exhibit 10.20
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement")
is made and entered into effective the 1st day of January, 2007
(the "Effective Date"), by and between NORTHRIM BANCORP, INC. and
its wholly owned subsidiary, NORTHRIM BANK, a state-chartered
commercial bank, with its principal office in Anchorage, Alaska
(collectively, the "Employer"), and Victor P. Mollozzi (the
"Loan Officer").
In consideration of the mutual
promises made in this Agreement, the parties agree as follows:
1. Employment.
Employer employs Loan Officer and
Loan Officer accepts employment with Employer as Senior Vice
President, Senior Credit Officer .
2. Term.
The term of this Agreement (the
"Term") shall commence on the Effective Date and shall continue
through December 31, 2007; provided, however , that on
January 1, 2008 and each succeeding January 1, the Term
shall automatically be extended for one additional year unless, not
later than ninety (90) days prior to any such January 1,
either party shall have given written notice to the other that it
does not wish to extend the Term. In the event the Term is not
extended, Loan Officer shall have no rights to any of the severance
payments or benefits continuation described in Section 5
except as specifically provided for in Section 5(a).
3. Duties.
The Loan Officer will render such
lending activity and administrative services and perform such tasks
in connection with the operation of the Employer as is customary
for his position, subject to the direction of Employer’s
President and other senior officers. Loan Officer shall devote
necessary time, attention and effort to Employer’s business
in order to properly discharge his responsibilities under this
Agreement.
4. Compensation,
Benefits, Reimbursement and Bonus.
a. Base Salary. In consideration for all services
rendered by Loan Officer during the term of this Agreement,
Employer shall pay Loan Officer an annual base salary (before all
customary and proper payroll deductions) of $158,620 , as
adjusted from time to time ("Base Salary"). The Board of Directors
of the Employer shall review Loan Officer’s salary each year,
in a manner consistent with that used for all management employees
of the Employer, and in its sole discretion may adjust such salary
commensurate with the Loan Officer’s performance under this
Agreement.
b. Incentive Compensation . Under the
Employer’s Executive Incentive Compensation Plan, Loan
Officer shall be eligible to receive an annual bonus based on
performance as defined by the Board of Directors. Loan
Officer’s annual target bonus will equal 25% of
Base
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Salary. This is the amount payable for ambitious, but expected,
results as determined by the Board of Directors. Loan
Officer’s bonus may be more or less than this amount at the
Board of Directors discretion but may not exceed 35% of Base
Salary.
c. Stock Options. Loan Officer shall be eligible for
stock option grants under the Employer’s Stock Incentive
Plan. The timing and size of awards will be at the discretion of
the Board of Directors.
d. SERP and Deferred Compensation. Loan Officer shall
also be entitled to receive an annual contribution equal to
5% of annual Base Salary in accordance with the
Employer’s Supplemental Executive Retirement Plan, as may be
adjusted at the discretion of the Board of Directors from time to
time. The Loan Officer may also participate in the Employer’s
Deferred Compensation Plan.
e. Supplemental Retirement Deferred Compensation.
Loan Officer shall also participate in the Company’s
Supplemental Retirement Deferred Compensation Plan, in accordance
with such plan.
f. Other Benefits. Throughout the term of this
Agreement, Employer shall provide Loan Officer with reasonable
health insurance, disability and other employee benefits.
g. Expenses. Employer shall reimburse Loan Officer
for his reasonable expenses (including, without limitation, travel,
entertainment, and similar expenses) incurred in performing and
promoting the business of Employer. Loan Officer shall present from
time to time itemized accounts of any such expenses as required by
Employer, subject to any limits of company policy and the rules and
regulations of the Internal Revenue Service.
5. Termination of
Agreement.
a. Termination Due to a Change in Control . If
(A) Employer (either Northrim BanCorp, Inc. or Northrim Bank)
is subjected to a Change of Control (as defined in
Section 5(f)(i)), and (B) Employer or its assigns terminates
Loan Officer’s employment without Cause (either during the
annual term of this Agreement or by refusing to extend this
Agreement when the annual termination occurs every
December 31) within 730 days of such Change of Control,
then Employer shall pay Loan Officer in a lump sum: (i) all
Base Salary earned and all reimbursable expenses incurred under
this Agreement through such termination date; (ii) a pro rata
portion of any annual target bonus for the year of termination; and
(iii) an amount equal to one (1) times Loan
Officer’s highest Base Salary over the prior three
(3) years, plus an amount equal to one (1) times the
target bonus or one (1) times the average bonus paid over the prior
three (3) years, whichever is greater; and (iv) benefits
described in Sections 5(b)(I) and (II) below. The amounts
described in 5(a)(i) and (ii) herein shall be paid no later than
45 days after the day on which employment is terminated. The
amount described in 5(a)(iii) herein shall be paid on the first day
of the month following a period of six (6) months after the
termination of employment, provided that the payment may be made
sooner if either (i) the amount does not exceed two times the
lesser of (a) the Loan Officer’s annual compensation for
the year prior to the year in which employment is terminated; or
(b) the maximum amount that may be taken into account under a
qualified plan pursuant to Internal Revenue Code
Section 401(a)(17) for such year (the "IRC Safe Harbor") or
(ii) at the Loan Officer’s election, the amount
described in Section 5(a)(iii) is reduced to fit within
the
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IRC Safe Harbor. No payment will be made pursuant to
Section 5(a)(iii) until the Loan Officer has signed an
agreement, in a form acceptable to Employer, that releases and
holds Employer harmless from all known and unknown claims and
liabilities arising out of Loan Officer’s employment with
Employer or the performance of this Agreement ("Release
Agreement").
b. Termination by Employer Without Cause . If
Employer terminates Loan Officer’s employment without Cause,
Employer shall pay Loan Officer in a lump sum: (i) all Base
Salary earned and all reimbursable expenses incurred under this
Agreement through such termination date, plus a pro rata portion of
any annual target bonus for the year of termination; and
(ii) an amount equal to one (1) times Loan
Officer’s highest Base Salary over the prior three
(3) years, plus an amount equal to one (1) times the
target bonus or one (1) times the average bonus paid over the
prior three (3) years, whichever is greater. The amount
described in 5(b)(i) herein shall be paid no later than
45 days after the day on which employment is terminated. The
amount described in 5(b)(ii) herein shall be paid on the first day
of the month following a period of six (6) months after the
termination of employment, provided that the payment may be made
sooner if either (i) the amount does not exceed the IRC Safe Harbor
or (ii) at the Loan Officer’s election, the amount
described in Section 5(a)(ii) is reduced to fit within the IRC
Safe Harbor. No payment will be made pursuant to
Section 5(a)(ii) until the Executive has signed a Release
Agreement.
(I) Benefits Continuation. In addition, Loan
Officer shall be entitled to health and dental insurance benefits
for a period of eighteen (18) months following the termination
of this Agreement. These benefits will be provided at
Employer’s expense, but such period shall count towards the
Employer’s continuation of coverage obligation under
Section 4980B of the Internal Revenue Code ("COBRA").
(II) Age and Service Credit. Loan Officer shall
also be entitled to receive age credit and credit for period of
service towards all pension/SERP plans for the remaining period of
time covered by this Agreement. If Loan Officer is hired by
Employer, its assigns, any company in control of Employer, or any
company controlled by Employer during the period covered by this
Agreement, then Loan Officer will be entitled to be treated for all
purposes relating to future compensation, benefits, and retirement,
as if this Agreement had never been terminated and as if Loan
Officer had performed his responsibilities as a Loan Officer
throughout the period originally covered by this Agreement.
c. Termination by Employer for Cause . If
Employer terminates Loan Officer’s employment for Cause,
Employer shall pay Loan Officer upon the effective date of such
termination only such Base Salary earned and expenses reimbursable
under this Agreement incurred through such termination date. In
such case, Loan Officer shall have no right to receive compensation
or other benefits for any period after termination under this
Agreement.
d. Termination Due to Disability . If Employer
terminates Loan Officer’s employment on account of any mental
or physical Disability that prevents Loan Officer from discharging
his duties under this Agreement,
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