Exhibit 10.1
RETIREMENT, CONSULTING AND
NONCOMPETITION AGREEMENT
This Retirement, Consulting and
Noncompetition Agreement (the “Agreement”) is made and
entered into as of this 30th day of June, 2005, by and between John
G. Briner (“Consultant”) and Western Sierra Bancorp, a
California corporation (“Bancorp”), (collectively, the
“parties”).
RECITALS
A.
Consultant desires to retire from
his full-time salaried position with Bancorp and its subsidiaries
effective June 30, 2005, and Bancorp desires to obtain the services
of Consultant upon Consultant’s retirement from
Bancorp;
B.
Consultant’s knowledge of
Bancorp and the banking industry is highly valuable to Bancorp and
its subsidiaries;
C.
The parties recognize and
acknowledge the interest of Bancorp and its subsidiaries in
protecting its business and goodwill and that Section 16601 of the
California Business and Professions Code authorizes this Agreement
for such purpose;
D.
Bancorp desires to retain Consultant
to serve on an independent contractor basis on an as-needed basis;
and
E.
Consultant will perform such
consulting services and not compete with the business of the
Bancorp or its subsidiaries in order to protect the business and
goodwill of such businesses, provided Consultant serves on the
Board of Directors of Bancorp and Bancorp agrees to pay Consultant
fees in accordance with the terms and conditions hereinafter set
forth.
In consideration of the services to
be performed in the future as well as the mutual promises and
covenants herein contained, it is agreed as follows:
1.
Consultant Services;
Bancorp’s Responsibilities .
(a)
Consultant’s
Services .
Consultant agrees to provide consulting services as requested by
Bancorp for the Term (as defined in Section 2 below). At the
request of Bancorp, the Consulting Services may be provided by
telephone or at a site or sites other than at the offices of
Bancorp. Furthermore, Consultant agrees to serve as the
Chairman of the Board of Auburn Community Bank and serve as a
director of Bancorp.
(b)
Bancorp’s
Responsibilities .
Bancorp shall cooperate with Consultant to accomplish the purposes
of this Agreement. Bancorp shall provide all administrative
facilities and support necessary for the accomplishment of the
Consulting Services. Furthermore, Bancorp agrees to appoint
Consultant as the Chairman of the Board of Auburn Community Bank
and to appoint Consultant to the Board of Directors of Bancorp
effective July 8, 2005.
1
2.
Term
. Subject to the provisions for termination
provided in paragraph 6, the term of this Agreement shall begin
June 30, 2005 (“Commencement Date”) and end at the time
that Consultant ceases to be a director of Bancorp (the
“Term”).
3.
Fees
. Bancorp agrees to pay to Consultant
concurrent with Consultant’s execution of this Agreement,
which Consultant agrees to accept as full payment for his
retirement, the automobile which has been previously provided to
Consultant by Auburn Community Bank, the full vesting of
Consultant’s Salary Continuation Agreement and a cash payment
of $247,500, subject to reduction for taxes incurred.
Furthermore, Bancorp agrees to pay to Consultant, which Consultant
agrees to accept as full payment for the performance of Consulting
Services and for Consultant complying with the noncompetition and
nonsolicitation provision in Section 8 below, $100 per hour for
each hour that Consultant provides Consulting Services requested in
writing by the President/CEO of Bancorp. Consultant
acknowledges that Bancorp is under no obligation to utilize
Consultant’s services. The consultant fees provided in
this Section 3 shall be paid by Bancorp to Consultant on a monthly
basis. In addition, Bancorp agrees that Consultant will be
paid for his service as the Chairman of the Board of Auburn
Community Bank, as well as director fees for serving on the Board
of Directors of Bancorp, consistent with director fees paid by
Auburn Community Bank and Bancorp, as applicable.
4.
Business
Expenses . Consultant shall be reimbursed for the
reasonable out-of-pocket business expenses incurred or paid by him
in the provision of Consulting Services under this Agreement, as
customarily reimbursable to independent contractors and as approved
by the Bancorp which approval shall not be unreasonably
withheld.
5.
Independent
Contractor . Bancorp and Consultant acknowledge that
during the Term Consultant will not be an employee of Bancorp and
will be working as an independent contractor for Bancorp.
Accordingly, Consultant shall be responsible for payment of all
taxes including federal, state and local taxes arising out of
Consultant’s activities in accordance with this Agreement,
including by way of illustration but not limitation, federal and
state income tax, social security tax, unemployment insurance
taxes, and any other taxes or business license fees as
required. Consultant shall not earn any additional medical,
dental, life insurance, retirement benefits, paid vacations or sick
leave or any other employee benefits, including the use of an
automobile or an auto allowance as a result of his providing
Consulting Service to Bancorp, provided, however, that Consultant
will receive all benefits which are provided to other employees who
retire from service to Bancorp and/or its subsidiaries.
6.
Termination of
Agreement . If this Agreement is terminated pursuant
to this paragraph 6, Bancorp shall have no further liability to
Consultant other than for fees or expenses incurred as of the date
of termination but not yet paid.
(a)
Termination by Death or
Disability .
Bancorp may terminate this Agreement by written notice to
Consultant if, during the term of this Agreement, Consultant shall
become incapable of fulfilling his obligations hereunder
beca
