EMPLOYMENT AGREEMENT CAROL KOBUKE NELSON
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made this 27th day of November, 2007, by
and between CASCADE FINANCIAL CORPORATION and CASCADE BANK (hereinafter jointly
referred to as “Cascade”) and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) and will become
effective upon execution. Cascade and ▇▇▇▇▇▇ are sometimes
collectively referred to herein as “the Parties.”
RECITALS
WHEREAS,
▇▇▇▇▇▇ currently serves as the President and Chief Executive Officer of Cascade
under the terms of an Employment Agreement last amended on July 12, 2005;
and
WHEREAS,
the Parties wish to replace that Employment Agreement with this
Agreement;
NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree as follows:
1. Term. ▇▇▇▇▇▇’▇
term of employment (“Term”) under this Agreement shall commence on the date of
execution of this Agreement and continue until terminated as provided in the
Termination provision of this Agreement.
2. Duties. ▇▇▇▇▇▇
is engaged as President and Chief Executive Officer of Cascade Financial
Corporation and Cascade Bank, and is responsible for the overall operation
and
conduct of Cascade’s business, in accordance with the laws of the State of
Washington and the federal government and pursuant to the general guidelines
and
directions as established from time to time by the Board of Directors of Cascade
(the “Board”). Subject to any required approval by the shareholders
of Cascade, the Board of Directors of Cascade Bank and Cascade Financial
Corporation shall appoint or nominate and recommend ▇▇▇▇▇▇ for election as
a
member of their respective Boards of Directors and, if so appointed or elected,
▇▇▇▇▇▇ shall serve in that capacity as long as she is employed as the President
and Chief Executive Officer of Cascade Financial Corporation and Cascade
Bank.
3. Exclusive
Services and Best Efforts. ▇▇▇▇▇▇ shall render services solely on
behalf of Cascade, and in no event shall she render services directly to a
customer of Cascade for the individual gain of ▇▇▇▇▇▇, without Cascade’s prior
written consent. ▇▇▇▇▇▇ shall devote her full time, attention and
energies, during regular business hours, to the business of
Cascade. ▇▇▇▇▇▇ further agrees that she shall perform any and all
duties to the best of her abilities. In addition to any other
responsibilities which Cascade may from time to time require her to perform,
▇▇▇▇▇▇ shall:
(a) Use
her
diligent efforts to promote the business and further the goals of
Cascade;
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(c) Not
render to others, during her employment with Cascade, services of any kind
or
promote, participate or engage in any other business activity which would
interfere with the performance of her duties under this Agreement, including,
without limitation, providing consulting services or otherwise engaging in
business with any person or entity which directly or indirectly competes with
Cascade, unless she first obtains Cascade’s prior written consent to engage in
such outside activities.
Although
▇▇▇▇▇▇ is required to devote her entire time, attention and energies to the
business of Cascade and cannot, during the term of this Agreement, be engaged
in
any other business activity which interferes with her duties hereunder, whether
or not such business activity is pursued for gain, profit or other pecuniary
advantage, this shall not be construed as preventing ▇▇▇▇▇▇ from investing
her
assets in such manner as will not require any services on her part in the
operation of the affairs of the companies in which such investments are made,
or
in making other investments which do not interfere with her duties under this
Agreement.
4. Compensation. Cascade
shall pay ▇▇▇▇▇▇, as compensation for her full-time services during the Term
of
Employment, the following:
(a) Base
Compensation. ▇▇▇▇▇▇ will receive a monthly salary, the amount of
which will be set annually by the Board (“Base Compensation”), payable in
accordance with Cascade’s regular payroll schedule. Base Compensation will be
reviewed annually by the Compensation Committee. ▇▇▇▇▇▇ will receive no
additional compensation for serving as a member of the Board of Directors of
Cascade.
(b) Bonus. ▇▇▇▇▇▇
shall receive an annual bonus set by the Compensation Committee
(“Bonus”). In determining the amount of the Bonus, the Compensation
Committee shall consider earnings, asset quality, factors affecting shareholder
value and such other factors as the Compensation Committee shall deem
appropriate.
(c) Benefit
Plans. During the Term, ▇▇▇▇▇▇ shall be entitled to participate
in any and all employee benefit plans, including, but not be limited to, 401(k)
Plan, Stock Option Plan, Deferred Compensation Plan and employee welfare and
health benefit plans, established by Cascade from time to time for the benefit
of all executives of Cascade. ▇▇▇▇▇▇ shall be required to comply with
the conditions attendant to coverage by such plans and shall comply with and
be
entitled to benefits only in accordance with the terms and conditions of such
plans as they may be amended from time to time.
5. Business
Expenses. Cascade will pay or reimburse ▇▇▇▇▇▇ for reasonable and
necessary business expenses incurred by ▇▇▇▇▇▇, which are directly related
to
the performance of her duties of employment, including travel, professional
memberships and professional development, subject to documentation by ▇▇▇▇▇▇
and
approval of the Chairman of the Audit Committee. Cascade will pay
▇▇▇▇▇▇’▇ current monthly club membership dues at the ▇▇▇▇▇▇▇ Golf and Country
Club.
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6. Automobile. ▇▇▇▇▇▇
shall provide her own automobile, and Cascade shall provide her an automobile
allowance of $700 per month for use of such automobile incident to her duties
as
President and Chief Executive Officer of Cascade. The automobile
allowance may be increased from time to time as deemed appropriate by the
Board.
7. Working
Facilities. ▇▇▇▇▇▇ shall be furnished with such working
facilities as are reasonably required by ▇▇▇▇▇▇ to perform her duties as
President and Chief Executive Officer of Cascade, which working facilities
shall
include, but not be limited to, an office and secretarial and staff
support.
8. Termination. This
Agreement may be terminated by Cascade upon written notice to ▇▇▇▇▇▇, and by
▇▇▇▇▇▇ upon 90 days written notice to Cascade. If ▇▇▇▇▇▇ resigns from
Cascade, except for Good Reason as defined in paragraph 8(a)
or Retirement as defined in paragraph 8(d)
hereafter, she will receive only her
compensation, benefits earned and expenses reimbursable through the date this
Agreement is terminated. If ▇▇▇▇▇▇’▇ employment is terminated by
Cascade or by ▇▇▇▇▇▇ for Good Reason, she shall receive the compensation
provided hereafter.
(a) Termination
Without Cause/For Good Reason. If ▇▇▇▇▇▇’▇ employment is
terminated by Cascade, except for cause as provided in paragraph 8(b),
or by ▇▇▇▇▇▇ for Good Reason, ▇▇▇▇▇▇
shall be entitled to receive a severance benefit equal to two (2) times her
Base
Compensation plus Bonus before salary deferrals over the twelve (12) months
preceding the month of termination, less statutory payroll deductions. Such
payment shall, at the option of Cascade, be made in a lump sum or in accordance
with Cascade’s regular payroll schedule and shall be paid or payments commenced
as soon as practicable, but not less than six (6) months, after the date that
▇▇▇▇▇▇’▇ entitlement to such payment arose. For purposes of this
Agreement, “Good Reason” means any one or more of the following: Reduction of
▇▇▇▇▇▇’▇ Base Compensation during the term of this Agreement without ▇▇▇▇▇▇’▇
consent (other than as part of an overall program applied uniformly to all
members of senior management of the Bank); the assignment to ▇▇▇▇▇▇ without
her
consent of any duties materially inconsistent with ▇▇▇▇▇▇’▇ position as of the
date of this Agreement; or a relocation or transfer of ▇▇▇▇▇▇’▇ principal place
of employment that would require ▇▇▇▇▇▇ to commute on a regular basis more
than
30 miles each way from Cascade’s main office as of the date of this
Agreement.
(b) Termination
for Cause. The compensation payable on termination as provided in paragraph
8(a)
shall not be payable in the event
▇▇▇▇▇▇’▇ employment is terminated for cause. Termination shall be
determined to be for cause only in the event: (i) ▇▇▇▇▇▇ is convicted of a
felony or crime involving moral turpitude, or charged with a felony or crime
involving moral turpitude if the Board, in its sole discretion, determines
that
the adverse publicity/notoriety stemming from such charge will make it difficult
for ▇▇▇▇▇▇ to perform her duties and/or Cascade to carry on its normal business
activities; or (ii) ▇▇▇▇▇▇ fails or refuses, after written request, to
comply with any material policies adopted by the Board; (iii) ▇▇▇▇▇▇ is
terminated for fraud, embezzlement, or willful misconduct (including, but not
limited to, violation of Cascade’s anti-discrimination and harassment policies);
or (iv) ▇▇▇▇▇▇ is removed from office by the Board in order to comply with
a requirement, request or recommendation from the Supervisor of Banking for
the
State of Washington or the Federal Deposit Insurance Corporation
(“FDIC”).
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(c) Death
or Disability. This Agreement will terminate immediately upon
▇▇▇▇▇▇’▇ death. If ▇▇▇▇▇▇ is unable to perform her duties and
obligations under this Agreement for an aggregate period of ninety (90) days
as
a result of a physical or mental disability and cannot continue to perform
her
duties with reasonable accommodation, the Board may terminate this
Agreement. If termination occurs due to ▇▇▇▇▇▇’▇ death, her estate
will be entitled to receive only the compensation, benefits earned, and expenses
reimbursable through the date this Agreement is terminated. If
termination occurs due to ▇▇▇▇▇▇’▇ disability, she shall continue to receive her
Salary until payments under Cascade’s long-term disability plan commence, or in
the event Cascade has no long-term disability plan on the date of disability,
▇▇▇▇▇▇’▇ salary shall continue for a period of six (6) months. In the
event of ▇▇▇▇▇▇’▇ death or disability while employed by Cascade, all of her then
outstanding stock-based compensation which has not vested will be
accelerated and fully vested. For purposes of this paragraph,
“disability” shall be determined using the definition of that term in the
Cascade long-term disability plan in effect at the time of the disability,
or if
no such plan is then in effect, the definition of “disability” contained in such
other plan providing a disability benefit. If there is no such plan
then in effect, the definition of “disability” found in Internal Revenue Code
Section 22(e), as may be amended from time to time, shall apply.
(d) Retirement. If
▇▇▇▇▇▇ retires from Cascade after attaining age fifty-seven (57), she will
receive as a severance benefit: (1) payment in an amount equal to two (2) times
her Base Compensation plus Bonus before salary deferrals over the twelve (12)
months prior to her retirement, with such amounts payable in twenty-four (24)
consecutive, equal monthly installments, with the first such payment due on
the
first day of the seventh month following retirement; (2) vesting of all
stock-based compensation; and (3) the following health benefit coverage for
her
and her spouse:
(i) Cascade
will pay all premiums for benefits to ▇▇▇▇▇▇ and her spouse under and subject
to
the term of the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”);
(ii) Upon
expiration of any applicable COBRA coverage period, if ▇▇▇▇▇▇ and/or her spouse
are not then entitled to enroll for Medicare, Cascade shall provide at its
expense an individual health insurance policy for ▇▇▇▇▇▇ and her spouse which
will provide them with health care benefits as nearly equivalent as possible
to
those provided ▇▇▇▇▇▇ by Cascade prior to ▇▇▇▇▇▇’▇ retirement.
(iii) Upon
reaching an age when ▇▇▇▇▇▇ and her spouse are entitled to receive Medicare,
but
in no event after ▇▇▇▇▇▇ reaches age 65, this benefit shall
terminate.
If
▇▇▇▇▇▇
receives benefits under this paragraph, she foregoes any entitlement to receive
any other benefits under any other provisions of this Agreement, including
any
right to receive a “Change of Control” payment.
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9. Change
of Control. If there is a Change of Control of Cascade as hereinafter
defined, all ▇▇▇▇▇▇’▇ equity grants/benefits shall become fully vested upon the
effective date of the Change of Control. If ▇▇▇▇▇▇ leaves the
employment of Cascade, whether voluntarily or involuntarily, within twelve
(12)
months after such Change of Control, ▇▇▇▇▇▇ shall be entitled to receive an
amount equal to two (2) times her Base Compensation plus Bonus before salary
deferrals over the twelve (12) month period prior to the Change of Control.
Such
payment shall not be made less than six (6) months after ▇▇▇▇▇▇’▇ entitlement to
the payment arose. “Change of Control” as used herein will be deemed
to have occurred when there is a Change in the Ownership of Cascade or a Change
in the Ownership of a Substantial Portion of the Assets of Cascade, as defined
below:
(a) Change
in the Ownership of Cascade. For the purposes of this Agreement, a Change in
the Ownership of Cascade shall be deemed to occur when any one person, or more
than one person acting as a group, acquires ownership of Cascade stock that,
together with stock held by such person or group, constitutes more than fifty
percent (50%) of the total fair market value or total voting power of
Cascade. A Change in Ownership of Cascade will not occur when any one
person, or more than one person acting as a group, owning more than fifty
percent (50%) of the total fair market value or total voting power of the stock
of Cascade acquires additional stock. For the purposes of this section, an
increase in the percentage of stock owned by any one person, or more than one
person if acting as a group, as a result of a transaction in which Cascade
acquires its stock in exchange for property will be treated as an acquisition
of
stock.
(b) Change
in the Ownership of a Substantial Portion of the Assets of Cascade. For the
purposes of this Agreement, a Change in the Ownership of a Substantial Portion
of the Assets of Cascade shall be deemed to occur on the date that any one
person, or more than one person acting as a group, acquires (or has acquired
during the twelve (12) month period ending on the date of the most recent
acquisition by such person or persons) assets from the corporation that have
a
total gross fair market value equal to or more than forty percent (40%) of
the
total gross fair market value of all of the assets of Cascade immediately prior
to such acquisition or acquisitions. For the purpose of this section,
gross fair market value means the value of the assets of Cascade or the value
of
the assets being disposed of, determined without regard to any liabilities
associated with such assets. A Change in the Ownership of a
Substantial Portion of the Assets of Cascade shall not be deemed to occur where
the assets transferred by Cascade are transferred to (1) a shareholder of the
corporation (immediately before the asset transfer) in exchange for or with
respect to its stock; (2) an entity fifty percent (50%) or more of the total
value or voting power of which is owned, directly or indirectly, by Cascade;
(3)
a person, or more than one person acting as a group, that owns directly or
indirectly, fifty percent (50%) or more of the total value or voting power
of
all the outstanding stock of Cascade; or (4) an entity, at least fifty percent
(50%) of the total value or voting power of which is owned, directly or
indirectly, by a person or more than one persons acting as a group, that owns,
directly or indirectly, fifty percent (50%) or more of the total value or voting
power of all the outstanding stock of Cascade.
(c) ▇▇▇▇▇▇
shall, under no circumstances, receive a payment under 8(d) and a Change of Control
payment.
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10. Federal
Regulatory Provisions.
(a) If
▇▇▇▇▇▇
is suspended and/or temporarily prohibited from participating in the conduct
of
Cascade's affairs by a notice served under section 8 (e)(3) or (g)(1) of Federal
Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)) Cascade’s obligations
under this Agreement shall be suspended as of the date of service unless stayed
by appropriate proceedings. If the charges in the notice are dismissed, Cascade
may in its discretion (i) pay ▇▇▇▇▇▇ all or part of the compensation withheld
while its obligations under this Agreement were suspended, and (ii) reinstate
(in whole or in part) any of its obligations which were suspended.
(b) If
▇▇▇▇▇▇
is removed and/or permanently prohibited from participating in the conduct
of
Cascade’s affairs by an order issued under section 8 (e)(4) or (g)(1) of the
U.S.C. 1818 (e)(4) or (g)(1)), all obligations of Cascade under this Agreement
shall terminate as of the effective date of the order, but vested rights of
the
Parties shall not be affected.
(c) If
Cascade is in default (as defined in section 3(x)(1) of the Federal Deposit
Insurance Act), all obligations under this Agreement shall terminate as of
the
date of default, but this paragraph (c) shall not affect any vested rights
of
the Parties.
(d) All
obligations under this Agreement shall be terminated, except to the extent
determined that continuation of this Agreement is necessary to the continued
operation of Cascade:
(i) By
the Director of the Federal Deposit Insurance Corporation ("Director") or his
or
her designee, at the time the Federal Deposit Insurance Corporation enters
into
an agreement to provide assistance to or on behalf of Cascade under the
authority contained in 13(c) of the Federal Deposit Insurance Act;
or
(ii) By
the Director or his or her designee, at the time the Director or his or her
designee approves a supervisory merger to resolve problems related to operation
of Cascade or when Cascade is determined by the Director to be in an unsafe
or
unsound condition.
11. Confidentiality. ▇▇▇▇▇▇
acknowledges that she will have access to certain proprietary and confidential
information of Cascade and its clients. ▇▇▇▇▇▇ will not, after
signing this Agreement, including during and after its Term, use for her own
purposes or disclose to any other person or entity any confidential information
concerning Cascade or its business operations or customers, unless: (i) Cascade
consents to the use or disclosure of said confidential information, (ii) the
use
or disclosure is consistent with ▇▇▇▇▇▇’▇ duties under this Agreement, or (iii)
disclosure is required by law or court order.
12. Competition
Restriction. During the Term and for twenty-four (24) months
thereafter, if ▇▇▇▇▇▇ receives compensation under paragraph 8(d), she shall not become or serve as
an
officer, director, founder or employee of any financial institution with its
main office in King, Snohomish or ▇▇▇▇▇▇ Counties, or any other financial
institution which, in the judgment of the Board, is in substantial competition
with Cascade, unless ▇▇▇▇▇▇ has first obtained the Board’s written
consent. In the event ▇▇▇▇▇▇ breaches this condition, which breach is
not corrected within fifteen (15) days of notice to ▇▇▇▇▇▇ of such breach,
▇▇▇▇▇▇ shall forfeit all right to receive all benefits or other payments
remaining unpaid on the date of any such breach, and shall refund any payments
received pursuant to paragraph 8(d)
hereof, and all unexercised stock options which will be forfeited.
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13. No
Solicitation. During the Term and for twenty-four (24) months
thereafter, if ▇▇▇▇▇▇ receives compensation under paragraphs 8(d) or 9, she will not, directly or
indirectly, solicit or attempt to solicit: (i) any employees of Cascade to
leave
their employment, or (ii) any customers of Cascade to remove their business
from
Cascade to participate in any manner in a competing business (“Competing
Business”). “Competing Business” means any financial institution or
trust company that competes with or will compete with Cascade in King, Snohomish
or ▇▇▇▇▇▇ County, or any start-up or other financial institution or trust
company in King, Snohomish or ▇▇▇▇▇▇ County.
14. Return
of Bank Property. If and when ▇▇▇▇▇▇ ceases, for any reason, to
be employed by Cascade, ▇▇▇▇▇▇ must return to Cascade all keys, pass cards,
identification cards and any other property of Cascade. At the same
time, ▇▇▇▇▇▇ also must return to Cascade all originals and copies (whether
in
hard copy, electronic or other form) of any documents, drawings, notes,
memoranda, designs, devices, diskettes, tapes, manuals, and specifications
which
constitute proprietary information or material of Cascade. The
obligations in this paragraph include the return of documents and other
materials which may be in ▇▇▇▇▇▇’▇ desk at work, in ▇▇▇▇▇▇’▇ car or place of
residence, or in any other location under ▇▇▇▇▇▇’▇ control.
15. Enforcement
of Confidentiality and Non-Competition Covenants. Cascade and
▇▇▇▇▇▇ stipulate that, in light of all of the facts and circumstances of the
relationship between them, the covenants referred to in paragraphs 10, 12,
13,
and 14 above, including, without limitation,
their scope, duration and geographic extent, are fair and reasonably necessary
for the protection of Cascade’s confidential information, goodwill and other
protectable interests. If a court of competent jurisdiction should
decline to enforce any of those covenants and agreements, ▇▇▇▇▇▇ and Cascade
request the court to reform these provisions to restrict ▇▇▇▇▇▇’▇ use of
confidential information and ▇▇▇▇▇▇’▇ ability to compete with Cascade, to the
maximum extent, in time, scope of activities, and geography, as the court finds
enforceable.
▇▇▇▇▇▇
acknowledges that Cascade will suffer immediate and irreparable harm that will
not be compensable by damages alone, if ▇▇▇▇▇▇ repudiates or breaches any of
the
provisions in paragraphs 10, 12,
13,
and 14 above or threatens or attempts to
do
so. For this reason, under these circumstances, Cascade, in addition
to and without limitation of any other rights, remedies or damages available
to
it at law or in equity, will be entitled to obtain temporary, preliminary and
permanent injunctions in order to prevent or restrain the breach, and Cascade
will not be required to post a bond as a condition for the granting of this
relief.
16. Adequate
Consideration. ▇▇▇▇▇▇ specifically acknowledges the receipt of
adequate consideration for the covenants contained in paragraphs 10, 12,
13,
and 14 above and that Cascade is entitled
to
require her to comply with these paragraphs. These paragraphs will
survive termination of this Agreement. ▇▇▇▇▇▇ represents that if her
employment is terminated, whether voluntarily or involuntarily, she has the
experience and capabilities sufficient to enable her to obtain employment in
areas which do not violate this Agreement and that Cascade’s enforcement of a
remedy by way of injunction will not prevent ▇▇▇▇▇▇ from earning a
livelihood.
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17. No
Employee Contract Rights. Nothing contained in this Agreement
shall be construed to abrogate, limit or affect the powers, rights and
privileges of the Board to remove ▇▇▇▇▇▇ as President or Chief Executive Officer
of Cascade, with or without the cause.
18. Regulatory
Agencies. The Parties fully acknowledge and recognize that
Cascade and ▇▇▇▇▇▇ (insofar as she conducts Cascade’s business) are regulated
and governed by the Division of Banks for the State of Washington and the
FDIC. In the event the Division of Banks, the FDIC or any other
governmental agency with authority to regulate Cascade objects to, and requires
modification of, any of the terms of this Agreement, the Parties agree that
they
shall abide by and modify the terms of this Agreement to comply with any and
all
requirements of that governmental agency.
19. Dispute
Resolution. The Parties agree to attempt to resolve all disputes
arising out of this Agreement by mediation. Any party desiring
mediation may begin the process by giving the other party a written Request
to
Mediate, describing the issues involved and inviting the other party to join
with the calling party to name a mutually agreeable mediator and a timeframe
for
the mediation meeting. The Parties and mediator may adopt any
procedural format that seems appropriate for the particular
dispute. The contents of all discussions during the mediation shall
be confidential and non-discoverable in subsequent arbitration or litigation,
if
any. If the Parties can, through the mediation process, resolve the
dispute(s), the agreement reached by the Parties shall be reduced to writing,
signed by the Parties, and the dispute shall be at an end.
If
the
result of the mediation is a recognition that the dispute cannot be successfully
mediated, or if either party believes mediation would be unproductive or too
slow, then either party may seek to resolve the dispute in accordance with
the
procedures established by Judicial Arbitration and Mediation Services,
Inc.
The
award
rendered by the arbitrator (whether through Judicial Arbitration and Mediation
Services, Inc. or otherwise) shall be final, and judgment may be entered upon
it
in accordance with applicable law in any court having jurisdiction
thereof.
The
arbitrator shall allocate the costs charged by Judicial Arbitration and
Mediation Services, Inc., or other arbitrator as the case may be, for the
arbitration between the Parties in a manner which the arbitrator considers
equitable. It is agreed that the arbitrator shall award to the
prevailing or substantially prevailing party all fees incurred by such party
with regard to such arbitration, including reasonable legal and accounting
fees. If the arbitrator determines that there is no prevailing or
substantially prevailing party, the legal and accounting fees shall be the
responsibility of each party.
20. Governing
Law. All proceedings will be held at a place designated by the
arbitrator in Snohomish County, Washington. The arbitrator, in
rendering a decision as to any state law claims, will apply Washington
law.
21. Exception
to Arbitration. Notwithstanding the above, if ▇▇▇▇▇▇ violates
paragraphs 10, 12,
13,
and 14 above, Cascade will have the right
to
initiate the court proceedings described in paragraph 15 above, in lieu of an arbitration
proceeding. Cascade may initiate these proceedings wherever
appropriate within Washington state, but ▇▇▇▇▇▇ will consent to venue and
jurisdiction in Snohomish County, Washington.
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22. Notice. Any
notice to be delivered under this Agreement shall be given in writing and
delivered personally or by certified mail, postage prepaid, addressed to Cascade
or to ▇▇▇▇▇▇ at their last known address.
23. Independent
Legal Counsel. ▇▇▇▇▇▇ acknowledges that she has had the
opportunity to review and consult with her own personal legal counsel regarding
this Agreement.
24. Non-Waiver. No
delay or failure by either party to exercise any right under this Agreement,
and
no partial single exercise of that right, shall constitute a waiver of that
or
any other right.
25. Severability. If
any provision of this Agreement shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions shall
continue to be fully effective.
26. Entire
Agreement. This Agreement represents the entire agreement of the
Parties. This Agreement supersedes any prior oral or written
agreement between the Parties on the subject matter hereof. This
Agreement may be superseded by another written agreement entered into between
▇▇▇▇▇▇ and Cascade on mutually agreeable terms, provided such agreement
expressly by its terms supersedes this Agreement. The offer by
Cascade to enter into any such agreement, or the entering into such agreement,
shall not be considered to have terminated this Agreement, triggering the
payment of benefits under paragraph 8
hereof.
27. Binding
Effect. It is agreed that all covenants, terms and conditions of
this Agreement shall extend, apply to and firmly bind the heirs, executors,
administrators, assigns and successors in interest of the respective parties
hereto as fully as the respective parties themselves are bound. It is
specifically understood that in the event of ▇▇▇▇▇▇’▇ death prior to the full
payment of any benefit to which she is entitled under this Agreement, such
payment(s) shall be made to her spouse and/or heirs as the case may
be.
28. Compliance
with Internal Revenue Code Section 409A. Where required, the
provisions of this Agreement are intended to comply with the requirements of
Section 409A of the Internal Revenue Code. Notwithstanding any other
provision of this Agreement, this Agreement shall be interpreted and
administered in accordance with the requirements of Section 409A of the
Internal Revenue Code.
IN
WITNESS WHEREOF, the Parties have signed this Agreement on the day and year
first above written.
|
CASCADE
FINANCIAL CORPORATION
By:
/s/ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Director
|
/s/
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
|
|
CASCADE
BANK
By:
s/ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Director
|
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