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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
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PARTIES: CENTENNIAL BANCORP ("Company")
RICHARD C. WILLIAMS ("Executive").
EFFECTIVE DATE: MAY 5, 2000
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This Second Amendment is made in respect of the following facts:
A. The parties entered into an Employment Agreement dated October 1,
1995, and a First Amendment to Employment Agreement dated December
1, 1997 (collectively the "Agreement") respecting Executive's
employment by Company for a term ending December 31, 2001.
B. The parties have agreed further to amend the Agreement as provided
in and subject to the conditions stated in this Second Amendment.
AGREEMENT:
Section 9.1 of the Agreement is amended to provide as follows:
9.1. AMOUNT OF DEFERRED COMPENSATION. The total amount of Deferred
Compensation shall be equal to fourteen (14) times Executive's
Base Salary as specified in Section 3.1.2, subject to
adjustment in accordance with the provisions of Section 9.3.
Section 9.3 of the Agreement is amended to provide as follows:
9.3. INSTALLMENT PAYMENTS. The Deferred Compensation shall be payable by
Company in 480 equal semimonthly installment payments, without
interest, payable on the fifteenth and the last day of each calendar
month after commencement of payments. The amount of each installment
payment, and the total balance of Deferred Compensation remaining
payable, shall be subject to adjustment as provided in this Section
9.3.
9.3.1. CPI ADJUSTMENT. Beginning with the thirteenth (13th) month of
the Deferred Compensation payment period, and at every
twelfth (12th) month thereafter during the payment period,
the amount of each installment payment thereafter payable,
and the total balance of Deferred Compensation then remaining
payable, shall be increased by the percentage of increase, if
any, in the CPI from the fifteenth (15th) month preceding the
month of adjustment to the third (3rd) month preceding the
month of adjustment.
9.3.2. CPI DEFINED. The term "CPI" means the Consumer Price Index
for All Urban Consumers, All Items, U.S. City Average,
1982-84 = 100, as published by the United States Department
of Labor Statistics. In no event shall the amount or number
of installment payments remaining payable, or the total
balance of Deferred Compensation remaining payable, at any
time be decreased by reason of this CPI provision. If
publication of the CPI shall be discontinued, then another
comparable, generally recognized index shall
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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Page 1
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be selected by the parties for the purpose of calculating
increases in the amounts payable hereunder, so as to reflect
the general rate of price inflation in the United States.
EFFECT OF AMENDMENT
Except as expressly modified by this Second Amendment, all terms, conditions,
and provisions of the Agreement (including the First Amendment), and all rights
and obligations of the parties thereunder, shall continue in full force and
effect.
LEGAL COUNSEL AND EXPENSES
The parties acknowledge and agree that: (a) the law firm of Gleaves Swearingen
Larsen Potter Scott & Smith LLP ("GSLPSS") has acted as legal counsel to
Company, Bank, and Executive, respectively, on various matters in the past; (b)
GSLPSS represents Executive only, and not Company or Bank, in connection with
this Second Amendment; (c) neither Company nor Bank has sought or relied on any
advice from GSLPSS in connection with the Agreement or this Second Amendment;
(d) prior to executing this Second Amendment, Company and Bank have obtained and
relied upon review by, and advice from their general legal counsel, the law firm
of Tonkon Torp, concerning Company's and Bank's rights and obligations under the
Agreement as modified by this Second Amendment. Company shall reimburse
Executive the amount of legal fees incurred by Executive in having this Second
Amendment prepared by GSLPSS.
EXECUTION
The parties have executed this Second Amendment to be effective at the date
appearing in the caption on page 1.
COMPANY EXECUTIVE
CENTENNIAL BANCORP
By /s/ Cordy H. Jensen /s/ Richard C. Williams
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Cordy H. Jensen Richard C. Williams
Director and Secretary
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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Page 2
