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EXHIBIT 10.4
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EXECUTIVE SERVERANCE AGREEMENT
This agreement is made and entered into by and between VALLEY BANK, a
Washington banking corporation, (hereinafter called "Bank") and Richard D.
Pickett, (hereinafter called the ("Executive").
WHEREAS, Executive was recently employed by the Bank in a key
managerial capacity, presently holding the position(s) of President of the Bank;
and,
WHEREAS, the Bank wishes to ensure that the Executive will be available
to assist the Board of Directors of the Bank in evaluating and responding to,
and if deemed appropriate by the Board, completing any actual or threatened
change in control of the Bank; and,
WHEREAS, the Bank wishes to provide additional comfort to both itself
and the Executive as to continuity of management in the event of any actual or
threatened change in control of the Bank;
NOW, THEREFORE, the Bank and the Executive agree to the following
provisions:
1. CHANGE IN CONTROL For purposes of this Agreement, the term "Change in
Control" shall mean a change "in the ownership or effective control" or
"in the ownership of a substantial portion of the assets" of the Bank,
with the quoted phrases of this sentence having the same meaning as
when used in Section 280G (b) (2) (A) of the Internal Revenue Code.
"Change in Control" shall include any change within a twelve-month
period in the composition of the Board of Directors of the Bank whereby
the individuals serving as directors at the beginning of such period
cease to constitute at least a majority of the board at any time during
such period.
2. COMMITMENT OF EXECUTIVE In the event that any person extends any
proposal or offer which could result in a Change in Control, the
Executive will help evaluate such proposal or offer and present his
evaluation to the Board of Directors of the Bank. Further, the
Executive specifically agrees that he will not resign his
position(s) with the Bank during any period from the receipt of a
specific change in control proposal up to the closing or termination
of the transaction contemplated by the proposal.
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3. SEVERANCE PAYMENT EVENTS In the event of --
(i) the voluntary or involuntary termination, excluding
termination due to death, disability or commission of a crime,
of the Executive's employment with the Bank within three (3)
years after a Change in Control; or
(ii) the involuntary termination, excluding termination due to
death, disability, or commission of a crime, by the Bank of
the Executive's employment with the Bank on or after the date
that any party announces (or should announce) any prospective
Change in Control transaction, if a Change in Control does
occur within twelve (12) months of such termination, then the
Bank shall pay to Executive a severance payment, in the amount
determined pursuant to the next paragraph, payable on the
later of the date of termination or the date of the Change in
Control.
3. AMOUNT OF THE SEVERANCE PAYMENT The severance payment shall be an
amount equal to the highest compensation (as reportable on the
Executive's IRS W-2 form) received by the Executive from the Bank
during any one of the most recent three (3) calendar years ending
before, or simultaneously with, the date on which the Change in
Control occurs; provided, however, that the severance payment shall
be less than the amount which would cause the payment to be a
"parachute payment" as defined in Section 280G (b) (2) (A) of the
Internal Revenue Code; and provided, further, that such severance
payment shall be reduced by any compensation (as reportable on the
Executive's IRS W-2 form) received from the Bank or its successor in
interest after the Change in Control.
4. REVOCABILITY This Agreement may be terminated unilaterally by the
Bank, but (i) only as of a prospective effective date which follows
by at least 12 months the date that written notice is given to
Executive that the Bank, by a vote of at least a majority of its
directors, has determined to terminate the Agreement, and (ii) only
if no Change in Control occurs prior to such effective date. If not
earlier terminated, this Agreement will terminate three (3) years
after any Change in Control occurs.
IN WITNESS WHEREOF, the parties have executed this Agreement this
______ day of ___________________, 1999.
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VALLEY COMMUNITY BANCSHARES, INC. EXECUTIVE
By:____________________________ ________________________
