Merger and Acquisition Agreements  >  Earn Out Agreements  >  Services  >  Agreement Preview
Agreement#: AG-560075
Pages: 11 pages
Format: MS Word, WordPerfect and other RTF formats are supported. MS Word Compatible
Price: $35.00
Click the "Add To Cart" button to download the full agreeement.
Add To Cart


See other similar agreements:

Senior Vice President And Chief Information Employment Agreement

Parties:

West Coast Bancorp

Sectors: Banking
SALARY CONTINUATION AGREEMENT
FOR WCB POLICYMAKING EXECUTIVE OFFICERS


This SALARY CONTINUATION AGREEMENT ("Agreement") is dated as of April 1, 2001 (the "Effective Date"). The parties to the Agreement ("Parties") are West Coast Bancorp ("Bancorp"), West Coast Bank ("Bank"), and James D. Bygland ("Executive").


RECITALS


A. Executive is employed by Bank in a managerial capacity, presently
holding the position of Senior Vice President and Chief Information
Officer.


B. Bancorp and Bank (collectively, "Company") wishes to ensure the
continued availability of Executive's services in the event of a change
in control of Bancorp, in order to assist Bancorp in maximizing the
benefits obtainable from such a change.


C. To encourage Executive's continued services, Bancorp wishes to provide
an incentive for Executive's continued employment.


Therefore, the parties agree as follows:


AGREEMENT


1. EFFECTIVE DATE AND TERM. As of the Effective Date, this Agreement is a
binding obligation of the parties and is not subject to revocation or
amendment, except by mutual consent or in accordance with its terms. The
term of this Agreement begins on the Effective Date and ends on the
second March 31 after the Effective Date (March 31, 2003); provided
however, that commencing on the first March 31 after the Effective Date
(such date and each anniversary thereof herein referred to as the
"Renewal Date), and on each March 31 thereafter, the term of this
Agreement shall be automatically extended for an additional one year
period, unless prior to the Renewal Date the Company shall give written
notice to the Executive that this Agreement has been terminated. If a
definitive agreement providing for a Change in Control (as defined
below) is entered into on or before the expiration of the term of this
Agreement, the term of this Agreement will be automatically extended to
a date, if later than the expiration date then in effect, 18 months
after the consummation of the Change in Control, and the Board will not
have authority to cancel this Agreement during that period, unless
Executive consents in writing to the cancellation.


2. COMMITMENT OF EXECUTIVE. If any person extends any proposal or offer
intended to or with the potential to result in a Change in Control (a
"Change in Control Proposal"), Executive must, at Bancorp's request,
assist Bancorp in evaluating the Proposal. Further, as a condition to
receipt of the Salary


-1-


Continuation Payment described below, Executive will not resign
Executive's position with the Company during the period beginning when
the Company receives a Change in Control Proposal and ending when the
transaction contemplated by the Proposal is either consummated or
abandoned.


3. SALARY CONTINUATION PAYMENT.


(a) Payment Trigger and Timing. If a Termination Event After a Change
in Control (as defined in Section 4) occurs, Executive will
receive a salary continuation payment ("Salary Continuation
Payment"). Unless limited below, the Salary Continuation Payment
will equal the Regular Salary Continuation Payment plus the Bonus
Continuation Payment. The Company will pay this Salary
Continuation Payment to Executive on the later of (i) the date
Executive's employment terminates or (ii) the date the Change in
Control occurs.


(b) Payment Amount. The Regular Salary Continuation Payment will
equal Executive's regular monthly salary in effect when
Executive's employment terminates (as reportable on Executive's
IRS Form W-2, but including the amount of any voluntary deferrals
of salary, and excluding any expense allowances or
reimbursements, any bonuses, any gain from exercise of stock
options, or any other similar non-recurring payments) that would
be payable to Executive but for the termination from the day
Executive's employment terminates to the date 18 months after the
later of (i) the date the Change in Control occurs or (ii) the
date Executive's employment terminates. The Bonus Continuation
Payment will equal (i) the most recent annual bonus paid to
Executive, multiplied by (ii) the number of days during which
Executive was employed but as to which no annual bonus has been
paid plus the number of days from the date of termination of
employment to the date 18 months after the later of (x) the date
the Change in Control occurs or (y) the date Executive's
employment terminates, divided by 365.


(c) Limitation on Payment. The Salary Continuation Payment will not
exceed an amount equal to $1.00 less than the amount which would
cause the payment, together with any other payments received from
the Company, to be a "parachute p ...

*End of Preview*
Click the 'Add to Cart' button to download the complete and formatted agreement.