Columbia River Bank — Staci L. Coburn
Exhibit 10.13
2008 EMPLOYMENT AGREEMENT
Columbia River Bank — ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
This Employment Agreement (the “Agreement”) is made and entered into and is effective this 3rd day
of November 2008 by and between Columbia River Bank, an Oregon corporation (“Bank”) and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇ (“Employee”).
RECITALS
(1) Bank is a state-chartered Oregon financial institution, and is the wholly owned subsidiary of
Columbia Bancorp (“Bancorp”). Bancorp’s principal office is at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.
(2) Bank desires to employ Employee as an officer of Bank on the terms and conditions set forth
herein.
Now, therefore, it is agreed:
1. Relationship and Duties.
1.1. Employment and Title. Bank shall employ Employee as the Chief Financial Officer. Subject to
the terms and conditions hereof, employee shall perform such duties and exercise such authority as
are customarily performed and exercised by persons holding such office, subject to the general
direction of the Chief Executive Officer of the Bank and of the Boards of Directors of Bancorp and
Bank. Such services and duties shall be exercised in good faith and in accordance with standards of
reasonable business judgment. As used herein, references to “Bank” shall be deemed to also refer to
and include Bancorp where the context requires.
1.2. Duties; Conflicts. Employee shall devote Employee’s full time, attention and efforts to the
diligent performance of Employee’s duties as an officer of the Bank. Employee will not accept
employment with any other individual, corporation, partnership, governmental authority or any other
entity, or engage in any other venture for profit which Bancorp, or any subsidiary, parent, sister
or affiliated corporation of Bancorp, considers to be in conflict with their best interests or to
be in competition with their business, or which may interfere in any way with Employee’s
performance of the duties owed to the Bank.
1.3. Service on Other Company Boards. Nothing in the Agreement shall prohibit Employee from serving
on the board of directors of any profit or non-profit corporation not in direct competition with
Bancorp or with any subsidiary, parent, sister or affiliated corporation of Bancorp. In addition,
Employee may own stock in any other corporation whether or not the stock is publicly traded;
provided, that if such corporation operates a business in competition with Bancorp Employee may not
own more than five percent (5%) of the outstanding shares of such corporation.
2. Term of Employment.
2.1. Term. The term of employment under the Agreement shall begin on November 3, 2008 and end on
April 14, 2010.
3. Termination.
3.1. Definition. As used in the Agreement, “termination” shall mean the termination of Employee’s
employment relation with Bank, whether initiated by Bank or by Employee, and whether for cause or
without cause.
3.2. Termination Events. Notwithstanding any other provisions of the Agreement, the employment of
Employee shall terminate immediately on the earlier to occur of any of the following:
3.2.1. Employee’s death;
3.2.2. Employee’s complete disability. “Complete disability” as used herein shall mean the
inability of Employee, due to illness, accident, or other physical or mental incapacity, to perform
the services required under the Agreement for an aggregate of ninety (90) days within any period of
180 consecutive days during the term hereof, provided, however, that disability shall not
constitute a basis for discharge for cause;
3.2.3. The discharge of Employee by Bank for cause. “Cause” as used herein shall mean (i)
Employee’s gross negligence or willful misconduct as shall constitute, as a matter of law, a breach
of the covenants and obligations of Employee hereunder; (ii) failure or refusal of Employee to
comply with the provisions of the Agreement; (iii) Employee’s conviction by any duly constituted
court with competent jurisdiction of a crime (other than traffic offenses); (iv) Employee’s
malfeasance or incompetence, provided that in applying this criteria Bank shall not be unreasonable
or arbitrary, and provided further that prior to effecting a dismissal under this Section (iv) Bank
shall afford Employee with fair and reasonable warning and with a fair and reasonable opportunity
to cure any defects in Employee’s performance.
3.3. Termination by Employee. Employee may terminate Employee’s employment with Bank with or
without cause by giving thirty (30) days written notice of termination. “Cause” as used herein
shall include Bank’s failure or refusal to comply with the provisions of the Agreement.
3.4. Effect of Termination. The termination of Employee’s employment shall constitute a tender by
Employee of Employee’s resignation as an officer of Bank, and as a member of any board of directors
or board committees of Bancorp or its affiliates if Employee is a member thereof at the time of
termination.
3.5. Payment on Termination. If Employee’s employment is terminated by Employee with or without
cause, or by Bank with or without cause, Employee shall be paid all base salary and benefits
accrued under the Agreement as of the termination date.
3.6. Performance Bonus. If Employee’s employment is terminated by Employee with cause, or by Bank
without cause, Employee shall be paid, in addition to the amounts payable under Section 3.5 of the
Agreement: (i) all non-forfeitable deferred compensation, if any; and (ii) unpaid performance bonus
payments, if any, payable under Section 4.2 of the Agreement, which shall be declared earned and
payable based upon performance up to, and shall be pro-rated as of, the date of termination.
Employee shall not be entitled to such unpaid performance bonus payments if Employee’s employment
is terminated by Bank with cause or by Employee without cause.
4. Compensation.
4.1. Base Salary. For the period beginning November 3, 2008 and ending April 14, 2010 Employee
shall be paid an annual base salary of $135,000, payable in equal bimonthly installments and
subject to any deductions required by law.
4.2. Performance Bonus. Employee shall be entitled to consideration for annual performance bonus
compensation for each calendar year constituting a percentage of annual base salary earned from
Employee’s employment by Bank during such calendar year. Bonus compensation shall be subject to any
deductions required by law. The Bank or Bancorp Board shall timely, and at least once yearly,
determine the amount of and the formulas and methods for establishing such bonus compensation. The
amount of such bonus compensation shall at all times be discretionary, and Bank may decline to
award a performance bonus to Employee in any year.
4.2.1. Employee shall be entitled to a pro-rata performance bonus for less than a full year of
performance if Employee’s employment is terminated by Employee with cause, or by the Bank without
cause (including termination following a change of control as described in Section 7.4 of the
Agreement), prior to the date on which Employee would otherwise be entitled to consideration for
Employee’s annual performance bonus. In such circumstances, such pro-rata performance bonus shall
be declared earned and payable as of the date of termination.
5. Benefits; Purchase of Shares.
5.1. Eligibility for General Benefits. Employee shall be eligible to participate in any plan of
Bank or its affiliates relating to stock options, stock purchases, profit sharing, group life
insurance, medical coverage, education and other retirement or employee benefits that Bank or its
affiliates may adopt for the benefit of employees.
5.2. Additional Benefits. Employee shall be eligible to participate in any other benefits which may
be or become applicable to Bank’s executive employees of similar rank. In addition, Employee shall
be entitled to: (i) a reasonable expense account for use in connection with Bank business; and (ii)
any other benefits which in Bank’s judgment are commensurate with the responsibilities and
functions to be performed by Employee under the Agreement, including the payment of reasonable
expenses for attendance by Employee and Employee’s spouse at annual meetings of the Oregon Bankers
Association.
5.3. Share Ownership. During the term of the Agreement, including extensions, Employee shall
purchase shares of Bancorp Stock, including purchases through the exercise of stock options, in
accordance with the share ownership policies and requirements established by Bancorp or Bank
management in effect from time to time for employees of comparable rank.
6. Vacations and Leaves.
6.1. Paid Vacation. During the term of the Agreement, Employee shall be entitled to annual paid
vacation benefits identical to those offered to employees of Bank holding executive vice president
or higher positions. The timing of vacations shall be scheduled in a reasonable manner by Employee.
Employee shall not be entitled to receive any additional compensation from Bank on account of
Employee’s failure to take a vacation, and may not accumulate unused vacation time from one
calendar year to the next.
6.2. Leaves With or Without Pay. The Bank Board may grant Employee a leave or leaves of absence,
with or without pay, at such time or times and upon such terms and conditions as the Board may
determine.
6.3. Mandatory Absence. In each calendar year Employee shall be absent from Bank for one period of
two consecutive weeks. Such period may include vacation, leave, sick leave, attendance at seminars
or conventions, or any combination thereof.
7. Change of Control.
7.1. Survival of Rights. Employee’s rights on termination of employment under Section 3 of the
Agreement, as well as all other rights of Employee under the Agreement or applicable law, shall
survive a change of control of Bancorp or Bank whether or not Employee opposed or favored the
change of control.
7.2. Rights on Change of Control. If a change of control of Bancorp or Bank occurs while the
Agreement is in effect, Employee shall have ninety (90) days following the date such change of
control becomes effective to elect to terminate Employee’s employment with cause. If Employee so
elects to terminate, such termination shall constitute a termination by Employee with cause, and
Employee shall be paid all base salary and benefits accrued under the Agreement as of the
termination date, and in addition, shall be entitled to a severance payment equal to the lesser of
(i) four month’s base salary as of the date of termination multiplied by the number of full
calendar years Employee has been employed by Bank or any predecessor thereof, or (ii) one month’s
base salary as of the date of termination multiplied by twenty-four (24). For purposes of this
Section a period of continuous full-time employment for six months or more in a calendar year shall
count as a full calendar year. If for any period Employee has been employed simultaneously by Bank
and by one or more of its affiliates, such period shall count only once in determining the
severance payment. The severance payment provided herein shall be paid in full within thirty (30)
days of the date of Employee’s termination. Notwithstanding the foregoing, if following such change
of control Employee is offered a position of employment either substantially equivalent to
Employee’s compensation and position prior to the change of control, or an executive officer
position with
significant responsibility and compensation commensurate (and substantially equivalent to
Employee’s previous compensation) with such responsibility, and Employee elects nevertheless to
termination Employee’s employment under this Section 7.2, Employee shall be entitled to a minimum
severance payment under this Section equal to one month’s base salary as of the date of termination
multiplied by nine (9).
7.3. Base Compensation. Following a change of control, Bank shall not reduce Employee’s base
compensation in effect prior to the effective date of the change of control for a period of time
equal to the greater of (i) twenty four (24) months from the effective date of the change of
control; (ii) one (1) month for each full calendar year Employee has been employed by Bank; or
(iii) the remaining term of the Agreement, including any extensions thereof. For purposes of this
Subsection 7.3, a period of continuous full-time employment for six months or more in a calendar
year shall count as a full calendar year.
7.4. Termination Without Cause. If following a change of control Bank terminates Employee’s
employment within two (2) years of the effective date of the change of control because of a
reduction in force or for any other reason, other than for cause pursuant to Section 3.3 of the
Agreement, such termination shall constitute a termination by Bank without cause, and Employee
shall receive all payments and benefits due to Employee on termination under Section 7.2 of the
Agreement, plus: (i) all non-forfeitable deferred compensation, if any; and (ii) unpaid performance
bonus payments, if any, payable under Section 4.2 of the Agreement, which shall be declared earned
and payable based upon performance up to, and shall be pro-rated as of, the date of termination.
7.5. Options and Stock. If Employee is a participant in a restricted stock plan or share option
plan, and such plan is terminated involuntarily as a result of the change of control, all stock and
options shall be declared fully vested and shall be paid, awarded or otherwise distributed. With
respect to any unexercised options under any stock option plan, such options may be exercised
within the period provided in such plan. Effective as of the date of the change of control, any
holding period established for stock paid as bonus or other compensation shall be deemed
terminated, except as otherwise provided by law.
7.6. Relocation. If relocation is required by the acquiring institution the relocation package
option will be at the choice of the Employee. He/She may pick Columbia’s relocation package at the
time of the merger or the package offered by the acquiring company. This option is available for
one year from the merger date.
7.7. Definition. As used in this Section, “control” shall mean the acquisition during Employee’s
employment of twenty-five percent (25%) or more of the voting securities of Bancorp or Bank by any
person, or persons acting as a group within the meaning of Section 13(d) of the Securities Exchange
Act of 1934, or to such acquisition of a percentage between ten percent (10%) and twenty-five
percent (25%) if the Board or the Comptroller of the Currency, the FDIC, or the Federal Reserve
Bank have made a determination that such acquisition constitutes or will constitute control of
Bancorp or Bank. The term “person” refers to an individual, corporation, bank, bank holding
company, or other entity, but excludes any Employee Stock Ownership Plan established for the
benefit of employees of Bancorp or any of its subsidiaries or other affiliates.
8. Post Termination Covenants.
8.1. Non-Compete Covenants. If Employee terminates Employee’s employment without cause, or if
Employee’s employment is terminated by Bank for cause, then for one year from the date of such
termination Employee will not, without the prior written consent of Bank:
8.1.1. Undertake full or part-time work, either as an employee or as a consultant, for another
financial institution if such work is to be done, in whole or in part, in or from an office or
other work site in Yamhill, Wasco, Hood River, Jefferson, Deschutes, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Counties,
Oregon, in ▇▇▇▇▇ and Klickitat Counties, Washington, or in any other county ill Oregon or
Washington in which Bancorp or any of its affiliates has a place of business at the time of
termination; or
8.1.2. Hire for any financial institution or other employer any employee of Bancorp or any of its
affiliates, or directly or indirectly cause such an employee to leave Employee’s employment to work
for another employer, if such employee is to work in or from an office or other work site in
Yamhill, Wasco, Hood
River, Jefferson, Deschutes, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Counties, Oregon, in ▇▇▇▇▇ and Klickitat Counties,
Washington, or in any other county in Oregon or Washington in which Bancorp or any of its
affiliates has a place of business at the time of termination.
8.2. Liquidated Damages for Breach of Non-Compete Covenants; Other Remedies. If Employee breaches
the covenants of Section 8.1, Employee shall be liable to Bank for liquidated damages equal to the
lesser of (i) $18,000, or (ii) $1,500 multiplied by the number of months (including fractions
thereof) between the date of breach and one year from the date of Employee’s termination of
employment. For example, if the date of breach occurs six months after the date of Employee’s
termination, liquidated damages shall be $9,000 (6 x $1,500). The parties agree that Bank’s actual
money damages upon Employee’s breach will be difficult to compute, and further agree that the
liquidated damages formula provided herein reasonably represents Bank’s actual money damages.
Employee shall pay the liquidated damages required hereunder within ten (10) days of the date Bank
makes written demand for such payment. Nothing herein shall preclude Bank from enforcing any other
legal or equitable remedies it may have upon Employee’s breach, including injunctive relief. Such
other remedies may be enforced in addition to Bank’s right to liquidated damages under this
Section.
8.3. Limitation. The covenants in Sections 8.1 and 8.2 do not apply if Employee terminates
Employee’s employment for cause, if Employee terminates Employee’s employment for any reason within
ninety (90) days after the effective date of a change of control within the meaning of Section 7 of
the Agreement, or if Employee’s employment is terminated by Bank without cause.
8.4. Additional Covenants. The following provisions shall apply and be binding on Employee
following Employee’s termination of employment under all circumstances, whether termination
occurred with cause, without cause, following illness or disability, because of a change of
control, or for any other reason:
8.4.1. Employee shall fully cooperate in the defense or prosecution of any litigation arising from
or relating to matters about which Employee has knowledge based on Employee’s employment or other
work, paid or unpaid, for Bank and its affiliates. To the extent allowed by law Employee shall
receive reasonable compensation in connection with Employee’s performance under this Section 8.4.1;
8.4.2. Employee shall at all times keep all confidential and proprietary information gained from
Employee’s employment by Bank, or from other previous, present or subsequent paid or unpaid work
for Bank and its affiliates, in strictest confidence, and will not disclose or otherwise
disseminate such information to anyone, other than to employees of Bank or its affiliates, except
as may be required by law, regulation or subpoena; and
8.4.3. Employee shall not take or use for any purpose confidential or proprietary information of
Bank or its affiliates, including without limitation customer or potential customer lists and trade
secrets.
8.5. Compliance with ORS 653.295. Employee acknowledges and agrees that the Agreement constitutes
either the initial employment of Employee, or a bona fide advancement of Employee with the Bank
under ORS 653.295 in several respects, including without limitation an increase in base salary and
benefits.
9. Miscellaneous.
9.1. Recitals; Law; Amendments. Each and every portion of the Agreement is contractual and not a
mere recital, and all recitals shall be deemed incorporated into the Agreement. The Agreement shall
be governed by and interpreted according to Oregon law and any applicable federal law. The
Agreement may not be amended except by a subsequent written agreement signed by all parties hereto.
9.2. Entire Agreement. The Agreement contains the entire understanding and agreement of the
▇▇▇-ties with respect to the parties’ relationship, and all prior negotiations, discussions or
understandings, oral or written, are hereby integrated herein. No prior negotiations, discussions
or agreements not contained herein or in such documents shall be binding or enforceable against the
parties.
9.3. Counterparts. The Agreement may be signed in several counterparts. The signature of one party
on any counterpart shall bind such party just as if all parties had signed that counterpart. Each
counterpart
shall be considered an original. All counterparts of the Agreement shall together constitute one
original document.
9.4. Successors and Assigns. All rights and duties of Bank under the Agreement shall be binding on
and inure to the benefit of Bank’s successors and assigns, including any person or entity which
acquires a controlling interest in Bank and any person or entity which acquires all or
substantially all of Bank’s assets. Bank and any such successor or assign shall be and remain
jointly and severally liable to Employee under the Agreement. Employee may not assign or transfer
Employee’s rights or interests in or under the Agreement other than by a will or by the laws of
descent and distribution. The Agreement shall inure to the benefit of and be enforceable by
Employee’s estate or legal representative.
9.5. Waiver. Any waiver by any party hereto of any provision of the Agreement, or of any breach
thereof, shall not constitute a waiver of any other provision or of any other breach. If any
provision, paragraph or subparagraph herein shall be deemed invalid, illegal or unenforceable in
any respect, the validity and enforceability of the remaining provisions, paragraphs and
subparagraphs shall not be affected.
9.6. Arbitration. Any dispute, controversy, claim or difference concerning or arising from the
Agreement or the rights or performance of either party under the Agreement, including disputes
about the interpretation or construction of the Agreement, shall be settled through binding
arbitration in the State of Oregon and in accordance with the rules of the American Arbitration
Association. A judgment upon the award rendered in such arbitration may be entered in any court of
competent jurisdiction.
9.7. Employee Handbook. Employee agrees to be bound by the terms and conditions of any employee
handbook of Bank or its affiliates as may be in effect from time to time, except that in the event
of a conflict between such employee handbook and the Agreement, the Agreement shall control.
9.8. Captions. All captions, titles and headings in the Agreement are for convenience only, and
shall not be construed to limit any term of the Agreement.
9.9. Definition. When used herein in reference to a corporation, “affiliate” shall mean, without
limitation, any parent or subsidiary of the corporation and any entity controlled by the
corporation.
9.10. Exceptions. The Bank Board or the management of Bank may, in its discretion, make exceptions
to one or more of the conditions contained in the Agreement, provided that any such exceptions must
be approved in writing.
9.11. Prior Contracts. The Agreement replaces and supersedes all prior written employment
agreements and amendments thereof between the parties.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
December 16, 2008
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December 16, 2008
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer