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We are pleased
to extend to you an offer to join the West Coast Bank team. Your
anticipated start date is subject to the successful acquisition of
Mid-Valley Bank. The following offer will be void should the merger
be cancelled for any reason.
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1.
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Employment Period.
You will be employed for
90 days from the date of the closing. Upon your completion of
this 90-day period, your employment will be considered to have
terminated “for reasons other than death, Disability or
retirement” for purposes of Section 2.5 of your Salary
Continuation Agreement with Mid-Valley Bank.
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2.
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Title. You will be employed as Manager of
Business Development. You will have such specific duties as shall
be assigned by our President and CEO which duties shall be similar
to those for Business Development Officers in comparable-sized
banks.
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3.
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Salary. Your total compensation for the
90-day period will be $32,754. This will be paid out to you in
installments, less applicable withholding, at West Coast
Bank’s regular pay dates (the 15 th and the last day of the month) with
the first and last payments prorated as necessary. The final
payment will be made on the last day of your employment.
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4.
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Noncompetition; Nonsolicitation;
Confidentiality. You will continue to be subject to
the noncompete and confidentiality provisions of Section 2 of
your employment agreement with Mid-Valley Bank, except
that:
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(a)
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The
restricted territory will be Clackamas and Marion Counties,
Oregon;
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(b)
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You
will be subject to the following nonsolicitation
restrictions:
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(1)
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You
will not, directly or indirectly, either on behalf of yourself or
competitors of Mid-Valley Bank or West Coast Bank and their
affiliates (“the Banks”):
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(A)
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Solicit any client or prospective
client of the Banks;
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(B)
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Otherwise encourage or entice any
client or p
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