EXHIBIT 10.19
FORM OF SEVERANCE PAY AGREEMENT ENTERED INTO BETWEEN
INTERWEST BANK AND XXXXXXX X. XXXXXX, H. XXXXX XXXX,
XXXXX X. XXXXXXX AND XXXXXXX X. XXXXXX
SEVERANCE PAY AGREEMENT
1. Employer: InterWest Bank (InterWest)
2. Employee: ___________________________________ of InterWest Bank.
3. Duties: InterWest hereby agrees to continue the employment of
Employee as an Officer of InterWest with such duties and responsibilities
as may be determined from time to time by the Board of Directors and by
Senior Management of InterWest, subject to the terms hereof.
4. Successors: This Agreement shall be binding upon InterWest and its
Successors and Assigns.
5. Severance Pay: Except as provided in Paragraph 8 below, if InterWest
terminates Employee, Employee shall be entitled to receive Severance Pay
as follows:
5.1. An amount equal to three (3) weeks' total compensation for each
twelve (12) months of employment by Employee with InterWest and/or its
successors.
5.2 Employee shall be entitled to a minimum of an amount equal to six
(6) months Total Compensation, and
5.3. The total Severance Pay compensation shall not exceed an amount
equal to twelve (12) months Total Compensation.
6. Change of Control.
6.1. In the event of a Change of Control, during the term of
Employment, Employee will be entitled to Severance Pay in an amount equal
to twelve (12) months Total Compensation, provided however, Employee
shall not be eligible for Severance Pay if Employee is offered
substantially equivalent employment by a successor entity that includes
the following:
6.1.1 Comparable salary and benefits, and
6.1.2. A comparable position of authority and responsibility, and
6.1.3. Does not require Employee to relocate beyond a reasonable
commuting distance, which distance may, but need not be,
established by InterWest as a matter of policy, and
6.1.4. The Employee is not permanently terminated by such successor
entity within one (1) year following such Change of Control.
6.2 For the purposes of this Agreement, the term "Change of Control"
shall mean the acquisition of InterWest, or a substantial part thereof,
by another company; the merger of InterWest into another company with the
other company surviving; the sale of substantially all of the assets of
InterWest to another company; or a hostile acquisition of substantially
all of the stock of InterWest. For purposes of Change of Control, the
term InterWest includes InterWest Bank and its holding company, InterWest
Bancorp.
7. Other Benefits. The Severance Pay Compensation provided herein shall
be the exclusive provision regarding Severance Pay, but shall be in
addition to other benefits to which Employee may otherwise be entitled.
8. Termination: Employee shall not be entitled to Severance Pay if
the Employment is terminated for any of the following reasons:
8.1. Employee may terminate employment upon thirty (30) days' notice.
8.2. Employee shall not be entitled to any Severance Pay if Employee's
employment is terminated during the first ninety (90) days of employment
with InterWest.
8.3. InterWest may terminate Employee immediately without advance
notice for gross misconduct, which includes, but is not limited to,
drunkenness on the job; the use, sale or possession of illegal drugs on
the property of the Bank or its subsidiaries; dishonesty; insubordination
or willful failure to discharge assigned duties; harassment of fellow
employees or customers of the Bank; violation of the conflict of interest
policy of the Bank or its subsidiaries; fighting or assault; theft;
possession of unauthorized weapons or firearms (loaded or unloaded) on
the premises of the Bank or its subsidiaries; or conviction of a criminal
offense.
8.4. The employment relationship shall terminate upon Employee's death.
8.5. If Employee becomes totally disabled as defined in the Group
Insurance Policy providing Disability Income Benefits to Employee.
8.6. If the Employment is terminated because Employee becomes so
disabled that Employee is unable to perform the material and
substantial duties of the Employment position Employee then holds,
even with reasonable accommodation by Employer.
9. Definitions.
For the purposes of this Agreement, the term "Total Compensation" shall
mean Employee's base salary and, if Employee has been employed for a
sufficient period of time to participate in performance bonuses, shall
include such bonuses. The monthly average pay, and bonuses when
applicable, for the prior twelve months shall be averaged and multiplied
times the appropriate number of months to determine the Total
Compensation for such term.
EMPLOYEE: INTERWEST BANK
By Compensation Committee of the
Board of Directors:
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Xxxx Xxxx, Chairman
Date:
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Xxxxx X. Xxxx
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C. Xxxxxxx Xxxxx
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B. R. Xxxxxxx
