FIRST COMMUNITY FINANCIAL GROUP
EMPLOYMENT AGREEMENT AMENDMENT
XXX X. XXXXXXX, XX.
This is Amendment number one (1) to the Agreement made and entered into
as of September 1, 1996, by and between FIRST COMMUNITY FINANCIAL GROUP, a
Washington Corporation, and FIRST COMMUNITY BANK, a Washington Corporation
(the "Company"); and XXX X. XXXXXXX, XX. ("Xxxxxxx").
This Employment Agreement Amendment number one (1) is made and entered
into to be effective January 1, 1999, by and between FIRST COMMUNITY
FINANCIAL GROUP, a Washington Corporation, and FIRST COMMUNITY BANK, a
Washington Corporation, (the "Company"); and XXX X. XXXXXXX, XX. ("Xxxxxxx")
with the following revisions:
PAGE 2, PARAGRAPH 3.B COMPENSATION: Xxxxxxx shall be entitled to paid
vacation and sick leave, all as more fully specified in the Company's Policy
Manual and modified from time to time. Xxxxxxx' annual paid vacation accrual
shall not be less than seven (7) weeks, and not less than eight (8) weeks
after ten years of employment.
PAGE 2, PARAGRAPH 3.C COMPENSATION: The Company may provide additional
stock option opportunities to Xxxxxxx, from time to time, at the discretion
of the Board of Directors. All unexpired options granted under the Company's
Employee Stock Option and Restricted Stock Award Plan "Plan" will vest in the
event of a Change of Control or upon termination of Xxxxxxx without Cause.
If terminated within the Change in Control Period, but prior to the Change in
Control, any options that may have expired as a result of the termination
will be reinstated upon the consummation of the Change in Control such that
the option or the related right as defined in the option plan may be
exercised in accordance with the plan.
PAGE 3, PARAGRAPH 7 RETIREMENT: The Company shall enter into an updated
Executive Supplemental Income ("ESI") Agreement with Xxxxxxx, a copy of which
is attached hereto as Exhibit A. The ESI Agreement provides for a pre-age 65
Death Benefit (as defined in the ESI Agreement) payable to Xxxxxxx'
designated beneficiary in the amount of $180,000 for the first 12 month
period after Xxxxxxx' death; $135,000 per year for the second through fifth
years following Xxxxxxx' death; and $90,000 per year for the sixth through
fifteenth years following Xxxxxxx' death. The ESI Agreement also provides
that should Xxxxxxx live to age 65 the Company will pay an annual
Compensation (as defined in the Addendum to the ESI Agreement) to Xxxxxxx in
the amount of $125,000 per year (or the actuarially reduced amount should
Xxxxxxx select either a lump sum or a joint and survivor payment option) for
a period of fifteen years. Xxxxxxx is vested at all times in the Benefit (as
defined in the ESI Agreement). Xxxxxxx shall
have a nonforfeitable right to the Annual Compensation or the Death Benefit,
at all times (as defined in the ESI Agreement).
PAGE 5, PARAGRAPH 10.C TERM OF EMPLOYMENT: If this Agreement is
terminated (i) by the Company without "cause" (as defined in Section 11,
below), or (ii) by Xxxxxxx for "good reason" (as defined in paragraph 10.D
below), or (iii) by Xxxxxxx for any reason within Change in Control Period,
Xxxxxxx will be entitled to receive the following:
DEFINITION OF "CHANGE IN CONTROL PERIOD." "Change in Control Period" shall
be defined as any time during a period beginning twelve (12) months prior to
the earlier of a public announcement of a Change in Control if public
announcement is made, or the date on which the Board of Directors know, or
should reasonably know of an impending Change in Control, and ending thirty
six (36) months subsequent to the consummation of a Change in Control.
NEW, PARAGRAPH 10.G TERM OF EMPLOYMENT: Regardless of Xxxxxxx continued
employment and after medical coverage period provided by the Company, the
Company will make medical coverage available to Xxxxxxx and his dependents
(as long as such coverage can be provided), at his expense, until he reaches
age 65. This medical coverage will be the same as that provided or made
available to senior executives of the Company and their dependents.
PAGE 7, PARAGRAPH 14.B RESTRICTIVE COVENANT: If Xxxxxxx voluntarily
terminates his employment without "good reason" or the Company terminates
Xxxxxxx for "cause", then Xxxxxxx shall not, for a period of 12 months that
commences on the date of termination (the "noncompete period"), be employed
or act in any capacity, either directly or indirectly, or by or for himself
or for any partnership, corporation, trust, or company, "participate" (as
defined below), in any business similar to the type of business conducted by
the Company at the time of termination of employment in any market area in
which the Company or it's affiliates conduct business at the time of
termination. For purposes of this Agreement, the term "participate"
includes, without limitation, any direct or indirect interest in any
business, whether as an officer, director, consultant, employee, partner,
sole proprietor, stockholder, owner, or otherwise, other than by ownership of
less than one percent (1%) of the stock of a publicly held corporation whose
stock is traded on a national securities exchange or on the over-the-counter
market. The term "participate" shall also include participation, planning,
or consulting for any startup financial organization. During the noncompete
period, Xxxxxxx will be entitled to receive his base compensation, other
benefits as defined in Section 4, and his membership dues in the Olympia
Country and Golf Club.
IN WITNESS WHEREOF, the parties have signed this Agreement on the day and
year first above written.
FIRST COMMUNITY FINANCIAL GROUP
/s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx, Xx.
FIRST COMMUNITY BANK
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