Executive Compensation & Benefits Agreement

EXHIBIT 10.14(a)


EXECUTIVE COMPENSATION AND BENEFITS AGREEMENT


Karen D. Frolich The Executive 11640 SW Oak Creek Portland, OR 97219


Renaissance Holdings, Inc. The Company 9400 SW Beaverton-Hillsdale Hwy. Beaverton, OR 97005-3363


1. Employment.
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The Company hereby employs Executive as its Chief Executive Officer of its subsidiary (Orchard Bank FSB) and Executive hereby accepts this Executive Compensation and Benefits Agreement in conjunction with his/her employment with the Company.


2. Effective Date.
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This Agreement is effective September 1, 1999 (the "Executive Date"), and shall continue through August 31, 2002, unless extended by mutual agreement or terminated earlier as hereinafter provided.


3. Duties and Responsibilities.
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Executive will, during the term of this Agreement, faithfully and diligently perform all such acts and duties and have such responsibilities and furnish such services as the Chief Executive Officer of the subsidiary or other duties, including but not limited to those listed in Attachment A hereto. Executive will devote such time, energy, and skill to the business of the Company as shall reasonably be required for the performance of his/her duties.


4. Salary and Bonus.
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4.1 Salary. Executive will be paid a salary of not less than her current
------ salary of $135,000 on an annualized basis, payable on regular Company paydays. Executive's annual salary shall be reviewed by the Company's Chief Executive Officer and Board of Directors each year during the term of this Agreement for adjustment as determined appropriate by the Board. Except as specifically stated herein, Executive otherwise will receive the same Company benefits and be subject to the same policies, practices, terms and conditions of employment as are other regular Company employees.


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4.2 Bonus. In addition to Executive's base salary, Executive is eligible
----- to participate in the Company's Management Incentive Plan, as approved and amended by the Board in its sole discretion, subject to objectives established annually by the Board. Attachment B, hereto, summarizes Executive's participation and objectives for the plan year ending December 31, 1999.


5. Stock Option Grant.
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Executive shall be given a stock option grant of twenty thousand (20,000) shares upon execution of this Agreement, which options will vest over three years in accordance with and subject to the terms and conditions of the Renaissance Holdings, Inc., 1997 Amended and Restated Stock Incentive Plan (the Stock Option Plan). This stock option grant represents a multi-year grant and is given in consideration of Executive's execution of Agreement.


To the maximum extent permitted by law, such options shall be in the form of incentive stock options. The exercise price for the options shall be $14 per share, subject to the adjustment provisions set forth in the Stock Option Plan. Executive shall be eligible for consideration for additional option grants, in the sole discretion of the Board and subject to the terms and conditions of the Stock Option Plan.


6. Confidential Information and Nonsolicitation.
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Executive (shall execute/has executed) a Confidentiality and Nonsolicitation Agreement in the form attached hereto as Attachment C which shall survive the termination of this Agreement.


7. Termination and Severance.
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7.1 Except as specifically provided for in this Agreement, Executive shall not be eligible for severance pay or benefits under any policy, program, plan, or practice of the Company.


7.2 If Executive's employment is terminated by the Company other than for cause, as hereinafter defined, or pursuant to Sections 7.4 (death) or 7.6 (disability) or 8 (Change of Control) below, Executive shall receive as severance pay an amount equal to 12 months of Executive's base compensation and a pro-rata portion of Executive's target bonus reflecting Executive's partial year of service as of the date of termination. As an additional severance benefit. The Company will pay up to 12 months of COBRA premiums or until Executive becomes eligible for comparable group health coverage of Medicare, whichever is earlier. (At its sole discretion the Company may pay Executive the cash equivalent of the COBRA benefit rather than payment of premiums on Executive's behalf.)


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As an additional severance benefit, the Company will provide Executive with outplacement assistance with an outplacement provider of the Company's choice, up to a maximum fee of twelve percent (12%) of Executive's base compensation. Severance benefits shall not include payment in connection with an award of any stock option or grant, the eligibility for which will be governed solely by the terms of the Stock Option Plan.


7.3 If Executive's employment is terminated for cause by Company or if Executive terminates his/her employment for any reason, Executive shall not be entitled to severance pay or benefits under this Agreement.


7.4 For purposes of this Agreement, cause for termination includes, but is not limited to, the following types of conduct and circumstances: breach of any material provision of this Agreement; material violation of any statutory or common law duty of loyalty to the Company; conduct or performance that, in the judgment of the Company, adversely affects the interests of the Company or any of its affiliated or related entities or injuries or tends to injure the reputation of the Company or any of its affiliated or related entities; or conduct that, in the judgment of the Company creates a conflict of interest or the appearance of a conflict of interest between Executive and the Company or any of its affiliated or related entities.


7.5 This Agreement shall terminate automatically in the event of Executive's death, without any obligation on the part of the Company to provide severance benefits to Executive's estate. However, the Company will pay the cost of continuation of existing group health insurance coverage for Executive's spouse, if any, and eligible dependents covered at the time of Executive's death for a period of up to six (6) months or such earlier date that the spouse and eligible dependent(s) are eligible for comparable group health coverage or Medicare (or in the Company's sole discretion, pay the cash equivalent of this benefit).


7.6 The Company, in its sole discretion, may elect to terminate this Agreement and Executive's employment in the event Executive is unable or unwilling to perform the essential duties and responsibilities of his/her position for a period of more than six months due to disability, without any obligation on the part of the Company to provide severance benefits to Executive. However, the Company will pay the cost of continuation of Executive's existing group health insurance coverage for a period of up to six (6) months or such earlier date that Executive is eligible for comparable group health coverage or Medicare or, in the Company's sole discretion, pay the cash equivalent of this benefit.


7.7 For purposes of this Section 7, Executive's employment shall not be considered terminated by the Company solely by reason of a change in Executive's position, duties, responsibilities, compensation, benefits, or location of employment.


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provided Executive remains in a position deemed by the Company to be at substantially the same level (including compensation) as the position described in Section 3 above, and provided that the location of employment of Executive remains within 30 miles of downtown Beaverton, Oregon.


7.8 Severance pay and benefits under Section 7 are subject to applicable tax and withholdings and deductions. Severance benefits, other than outplacement assistance, shall be paid pro-rata on regular Company paydays.


7.9 In addition to the foregoing conditions, eligibility for a receipt of severance benefits under Section 7 are subject to Executive executing and not revoking a Separation Agreement and Release of Claims in a form provided to Executive by the Company at the time of termination.


7.10 Severance benefits under Section 7 shall not be included as compensation under any retirement plan maintained by the Company or an affiliate unless the retirement plan provides otherwise.


7.11 Notwithstanding the foregoing, Executive shall not be eligible for severance pay or shall forfeit any outstanding severance pay and benefits amounts, as applicable, under this Section 7 if:


7.11.1 Executive accepts an offer of re-employment by the Company or any affiliate of the Company at any time during the 12-month period commencing on the date of Executive's termination of employment with the Company.


7.11.2 Executive fails to execute any documents or satisfy conditions reasonably required by the Company in order to receive severance benefits under this Agreement or fails to return property of the Company or an affiliate within the time period designated by the Company for acceptance of severance benefits.


7.11.3 Executive fails to execute or breaches any agreement required by the Company, including but not limited to cessation of benefits and repayment of severance benefits in the event of rehire or reemployment by the Company or an affiliate or in the event of any material breach of any required confidentiality, nonsolicitation, nondisparagement, assistance to the Company or assistance in defense of litigation agreements or a provision of the Release of Claims.


7.11.4 Executive accepts employment or enters into any business relationship with, or becomes, or acquires ownership of more than five percent (5%) interest in, a competitor of the Company less than 12 months after termination with the Company.


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7.11.5 Executive is eligible for severance pay and benefits under Section 8 of this Agreement.


8. Change in Control.
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8.1 If, following a Change in Control (as hereinafter defined), Executive's employment is terminated by the Company other than for cause within 12 months following a Change of Control or if Executive resigns from employment following a material alteration in Executive's position that has a detrimental impact on Executive (as hereinafter defined), Executive shall receive as severance pay an amount equal to 18 months of Executive's base compensation and a pro-rata portion of Executive's target bonus reflecting Executive's partial year of service as of the date of termination. As an additional severance benefit, the Company will pay up to 18 months of COBRA premiums or until Executive becomes eligible for comparable group health coverage or Medicare, whichever is earlier. As an additional severance benefit, the Company will provide Executive with outplacement assistance with an outplacement provider of the Company's choice, up to a maximum fee of twelve percent (12%) of Executive's base compensation. Severance benefits shall not include payment in connection with an award of any stock option or grant, the eligibility for which will be governed solely by the terms of the Stock Plan. No other severance pay or benefits shall be payable to Executive, including but not limited to severance pay or benefits under Section 7 of this Agreement.


8.2 For the pur ...