SEVERANCE
AND RELEASE AGREEMENT
THIS
SEVERANCE AND RELEASE AGREEMENT (“Agreement”) is
between Roger L. Christensen (“Employee”) and each of
Columbia Bancorp (“Company”) and its wholly owned
subsidiary, Columbia River Bank (the “Bank,” and
collectively with the Company, “Employer”), and is
effective eight days after Employee executes this Agreement
(“Effective Date”).
The parties
to this Agreement wish to set forth clearly the terms and
conditions of Employee’s departure from his employment,
acknowledging certain limitations on benefits that might otherwise
accrue to Executive under pre-existing contractual arrangements,
the effect of which is limited by certain federal and state banking
laws, regulations and pending regulatory proceedings applicable to
Employer and its compensation arrangements.
In
consideration of the mutual covenants set forth herein and for
other valuable consideration, the receipt and sufficiency of which
are acknowledged, the patties agree as follows:
1. Employee
resigned his position as Employer’s Chief Executive Officer
effective October 6, 2008 (the “Resignation
Date”). Employee will be paid his base salary (as defined in
Section 4.1 of Employee’s 2008 Employment Agreement,
“Base Salary”) through the Resignation Date less all
lawful or required deductions. Employee’s payment pursuant to
this Paragraph 1 shall include pay for any earned but unused
vacation.
2. Employer
will pay Employee his Base Salary ($260,000) through
December 11, 2008 as severance pay and in consideration of the
other terms of this Agreement. This amount shall be paid, less all
lawful or required deductions, ratably on the Employer’s
regular pay dates in the form of direct deposit previously on file
with Employer. Subject to the approval of the Company’s and
the Bank’s banking regulators, on or about January 2,
2009, Employer will pay Employee the balance outstanding under
Employee’s Executive Bonus Deferral Agreement effective
January 1, 2005, less all lawful or required
deductions.
3. After
the Effective Date of this Agreement, Employee or his covered
dependents may elect to pay for COBRA medical and dental insurance
continuation coverage for himself and/or his covered dependents for
the time period and under such conditions as are provided by COBRA,
and Employee may elect to convert any of his other group insurance
coverage to individual policies and self pay for such coverage
according to any individual conversion privileges contained in such
plans. Employer agrees to pay the premium for Employee’s
continuation coverage for medical insurance during the period
following Employee’s Resignation Date in which Employee will
receive continuing salary payments pursuant to
Section 2.
4. Employee
shall receive whatever accrued and vested benefits he is entitled
to receive under the terms of Employer’s Retirement /401(k)
Plan, according to the terms of that Plan and as soon as
practicable after the effective date of this Agreement. Employer
shall, to the extent reasonably practicable, deliver such benefits
to the rollover account Employee designates. Employee may leave his
current vested 401 (k) benefits in Employer’s Plan;
however, Employee may not make any contributions to the 401(k) Plan
after the Resignation Date. Contributions will not be made to this
Plan on behalf of Employee based on the payments that are made
under this Agreement.
5. No later
than the Resignation Date, Employee will return all Employer
property in his possession or under his control, including but not
limited to the Employer-provided automobile and all keys, credit
cards, files, documents, cellular phones, pagers and laptop
computers.
6. If
Employee files for unemployment compensation benefits, Employer
will inform the Oregon Employment Division that Employee resigned
at Employer’s request and Employer will not contest
Employee’s eligibility for unemployment
compensation.
7. The
parties will use reasonable efforts to keep the terms of this
Agreement confidential. Employee may disclose the terms of this
Agreement to his immediate family. Employer may disclose the terms
of this Agreement to its officers and managers. Either party may
disclose the terms of this Agreement to their respective attorneys,
accountants, financial advisers, auditors, or similar advisors, or
in response to government requests. Third persons informed of the
terms of this Agreement shall in turn be advised of this
confidentiality provision and requested to maintain such
confidentiality. Notwithstanding any contrary provision of this
paragraph, Employer may disclose the terms and content of this
Agreement pursuant to (i) all bank and bank holding company
regulatory authorities charged with supervision of the business of
Employer pursuant to applicable banking laws and regulations; and
(ii) the requirements of the Securities Act of 1933 and the
Securities Exchange Act of 1934, in each case as amended and in
each case including the regulations promulgated
thereunder.
8. Employee
agrees that he will hold Employer’s Confidential Information
in strict confidence, and not disclose or use it at any time except
as authorized by the Employer. If anyone tries to compel Employee
to disclose any of Employer’s “Confidential
Information” by subpoena, discovery or otherwise, he will
immediately notify the Employer prior to making any disclosures.
“Confidential Information” includes, without
limitation, any information in whatever form that the Employer
co
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