2008
      EMPLOYMENT AGREEMENT  

    


    Columbia
      Bancorp - Roger L. Christensen 

    


    This
      Employment Agreement (the "Agreement") is made and entered into this 16th day
      of
      April, 2008 by and between Columbia Bancorp, an Oregon corporation and bank
      holding company (“Bancorp”) and Roger L. Christensen ("Employee").

    


    RECITALS

    


    (1) Bancorp
      is an Oregon corporation and is the holding company of Columbia River Bank,
      a
      state-chartered Oregon financial institution. Bancorp’s principal office is at
      401 East Third Street, Suite 200, The Dalles, Oregon 97058.

    


    (2) Bancorp
      desires to employ Employee as an officer of Bancorp and of its subsidiary
      Columbia River Bank (the “Bank”) on the terms and conditions set forth herein.


     

    Now,
      therefore, it is agreed:

    


    1. Relationship
      and Duties.

    


    1.1 Employment
      and Title.
      Bancorp
      shall employ Employee as an officer of Bancorp with the title of President
      and
      Chief Executive Officer of Columbia Bancorp and Chief Executive Officer of
      Columbia River Bank. Subject to the terms and conditions hereof, employee shall
      perform such duties and exercise such authority as are customarily performed
      and
      exercised by persons holding such office, subject to the general direction
      of
      the Boards of Directors of Bancorp and the Bank. Such services and duties shall
      be exercised in good faith and in accordance with standards of reasonable
      business judgment. As used herein, references to “Bancorp” shall be deemed to
      also refer to and include the Bank where the context requires. 

     

    1.2 Duties;
      Conflicts. Employee
      shall devote his full time, attention and efforts to the diligent performance
      of
      his duties as an officer of Bancorp. Employee will not accept employment with
      any other individual, corporation, partnership, governmental authority or any
      other entity, or engage in any other venture for profit which Bancorp, or any
      subsidiary, parent, sister or affiliated corporation of Bancorp, considers
      to be
      in conflict with their best interests or to be in competition with their
      business, or which may interfere in any way with Employee's performance of
      his
      duties hereunder.

    


    1.3 Service
      on Other Company Boards.
      Nothing
      in the Agreement shall prohibit Employee from serving on the board of directors
      of any profit or non-profit corporation not in direct competition with Bancorp
      or with any subsidiary, parent, sister or affiliated corporation of Bancorp.
      In
      addition, Employee may own stock in any other corporation whether or not the
      stock is publicly traded; provided, that if such corporation operates a business
      in competition with Bancorp Employee may not own more than five percent (5%)
      of
      the outstanding shares of such corporation.

     

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    2. Term
      of Employment.

    


    2.1 Two-Year
      Term.
      The term
      of employment under the Agreement shall begin on April 16, 2008 and end on
      April
      15, 2010.

     

    3. Termination.

    


    3.1 Definition.
      As used
      in the Agreement, "termination" shall mean the termination of Employee's
      employment relation with Bancorp, whether initiated by Bancorp or by Employee,
      and whether for cause or without cause.

    


    3.2 Termination
      Events. Notwithstanding
      any other provisions of the Agreement, the employment of Employee shall
      terminate immediately on the earlier to occur of any of the
      following:

     

    3.2.1 Employee's
      death;

    


    3.2.2 Employee's
      complete disability. "Complete disability" as used herein shall mean the
      inability of Employee, due to illness, accident, or other physical or mental
      incapacity, to perform the services required under the Agreement for an
      aggregate of ninety (90) days within any period of 180 consecutive days during
      the term hereof; provided, however, that disability shall not constitute a
      basis
      for discharge for cause;

    


    3.2.3 The
      discharge of Employee by Bancorp for cause. "Cause" as used herein shall mean
      (i) Employee's gross negligence or willful misconduct as shall constitute,
      as a
      matter of law, a breach of the covenants and obligations of Employee hereunder;
      (ii) failure or refusal of Employee to comply with the provisions of the
      Agreement; (iii) Employee's conviction by any duly constituted court with
      competent jurisdiction of a crime (other than traffic offenses); (iv) Employee's
      malfeasance or incompetence, provided that in applying this criteria Bancorp
      shall not be unreasonable or arbitrary, and provided further that prior to
      effecting a dismissal under this Section (iv) Bancorp shall afford Employee
      with
      fair and reasonable warning and with a fair and reasonable opportunity to cure
      any defects in Employee's performance.

    


    3.3 Termination
      by Employee. Employee
      may terminate his employment with Bancorp with or without cause by giving thirty
      (30) days written notice of termination. "Cause" as used herein shall include
      Bancorp’s failure or refusal to comply with the provisions of the
      Agreement.

    


    3.4 Effect
      of Termination. The
      termination of Employee's employment shall constitute a tender by Employee
      of
      his resignation as an officer of Bancorp, and as a member of any board of
      directors or board committees of Bancorp or its affiliates if Employee is a
      member thereof at the time of termination.


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    3.5 Payment
      on Termination. If
      Employee's employment is terminated by Employee with or without cause, or by
      Bancorp with or without cause, Employee shall be paid all base salary and
      benefits accrued under the Agreement as of the termination date.

    


    3.6 Severance
      Payment. If
      Employee’s employment is terminated by Employee with cause, or by Bancorp
      without cause, Employee shall be paid all base salary and benefits accrued
      under
      the Agreement as of the termination date, and in addition, shall be entitled
      to
      a severance payment equal to the lesser of (i) four month’s base salary as of
      the date of termination multiplied by the number of full calendar years Employee
      has been employed by Bancorp or any predecessor thereof, or (ii) one month’s
      base salary as of the date of termination multiplied by twenty-four (24). For
      purposes of Section 3.6(i) a period of continuous full-time employment for
      six
      months or more in a calendar year shall count as a full calendar year. If for
      any period Employee has been employed simultaneously by Bancorp and by one
      or
      more of its affiliates, such period shall count only once in determining the
      severance payment under Section 3.6(i). The severance payment provided herein
      shall be paid in full within thirty (30) days of the date of Employee’s
      termination. Employee shall not be entitled to such severance payment if
      Employee’s employment is terminated by Bancorp with cause, or by Employee
      without cause, and in either such case, Employee shall only be entitled to
      receive on termination a payment equal to Employee’s base salary and benefits
      accrued under the Agreement as of the termination date, and no other
      payments.

    


    3.7 Salary
      Continuation Plan. If
      Employee’s employment is terminated by Employee with cause, or by Bancorp
      without cause, Employee shall also be entitled to any severance benefits under
      any Executive Salary Continuation Agreement between Bancorp and
      Employee.

    


    3.8. Stock
      Options. If
      Employee's employment is terminated by Employee with cause, or by Bancorp
      without cause, all stock options awarded to Employee that have not vested shall
      automatically become fully vested on the date of termination.

    


    3.9 Performance
      Bonus. If
      Employee's employment is terminated by Employee with cause, or by Bancorp
      without cause, Employee shall be paid, in addition to all other amounts payable
      under the Agreement: (i) all nonforfeitable deferred compensation, if any;
      and
      (ii) unpaid performance bonus payments, if any, payable under Section 4.2 of
      the
      Agreement, which shall be declared earned and payable based upon performance
      up
      to, and shall be pro-rated as of, the date of termination. Employee shall not
      be
      entitled to such unpaid performance bonus payments if Employee's employment
      is
      terminated by Bancorp with cause, or by Employee without cause. 

     

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    4. Compensation.

     

    4.1 Base
      Salary. For
      the
      period beginning April 16, 2008 and ending April 15, 2010, Employee shall be
      paid an annual base salary of $260,000 payable in equal bi-monthly installments
      and subject to any deductions required by law. 

    


    4.2 Performance
      Bonus. Employee
      shall be entitled to consideration for annual performance bonus compensation
      for
      each calendar year constituting a percentage of annual base salary earned from
      his employment by Bancorp during such calendar year. Bonus compensation shall
      be
      subject to any deductions required by law. The Bancorp Board shall timely,
      and
      at least once yearly, determine the amount of and the formulas and methods
      for
      establishing such bonus compensation. The amount of such bonus compensation
      shall at all times be discretionary, and Bancorp may decline to award a
      performance bonus to Employee in any year.

    


    4.2.1 Employee
      shall be entitled to a pro-rata performance bonus for less than a full year
      of
      performance if Employee's employment is terminated by Employee with cause,
      or by
      Bancorp without cause (including termination following a change of control
      as
      described in Section 7.4 of the Agreement), prior to the date on which Employee
      would otherwise be entitled to consideration for Employee’s annual performance
      bonus. In such circumstances, such pro-rata performance bonus shall be declared
      earned and payable as of the date of termination.

     

    5. Benefits;
      Purchase of Shares.

    


    5.1 Eligibility
      for General Benefits.
      Employee
      shall be eligible to participate in any plan of Bancorp or its affiliates
      relating to stock options, stock purchases, profit sharing, group life
      insurance, medical coverage, education and other retirement or employee benefits
      that Bancorp or its affiliates may adopt for the benefit of employees.


    


    5.2 Car
      Allowance. Employee
      shall receive the use of Bank-owned vehicle in accordance with Bank
      policies.

    


    5.3 Additional
      Benefits.
      Employee
      shall be eligible to participate in any other benefits which may be or become
      applicable to Bancorp’s executive employees of similar rank. In addition,
      Employee shall be entitled to: (i) a reasonable expense account for use in
      connection with Bancorp business; and (ii) any other benefits which in Bancorp’s
      judgment are commensurate with the responsibilities and functions to be
      performed by Employee under the Agreement, including the payment of reasonable
      expenses for attendance by Employee and Employee's spouse at annual meetings
      of
      the Oregon Bankers Association. 

    


    5.4 Share
      Ownership. During
      the term of the Agreement, including extensions, Employee shall purchase shares
      of Bancorp Stock, including purchases through the exercise of stock options,
      in
      accordance with the share ownership policies and requirements established by
      Bancorp management in effect from time to time for employees of comparable
      rank.

     

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    6. Vacations
      and Leaves. 

    


    6.1 Paid
      Vacation. During
      the term of the Agreement, Employee shall be entitled to annual paid vacation
      benefits identical to those offered to employees of Bancorp holding executive
      vice president or higher positions. The timing of vacations shall be scheduled
      in a reasonable manner by Employee. Employee shall not be entitled to receive
      any additional compensation from Bancorp on account of his failure to take
      a
      vacation, and may not accumulate unused vacation time from one calendar year
      to
      the next.

    


    6.2 Leaves
      With or Without Pay. The
      Bancorp Board may grant Employee a leave or leaves of absence, with or without
      pay, at such time or times and upon such terms and conditions as the Board
      may
      determine.

    


    6.3 Mandatory
      Absence. In
      each
      calendar year Employee shall be absent from Bancorp for one period of two
      consecutive weeks. Such period may include vacation, leave, sick leave,
      attendance at seminars or conventions, or any combination thereof. 

    


    7. Change
      of Control.

    


    7.1 Survival
      of Rights.
      Employee's rights on termination of employment under Section 3 of the Agreement,
      as well as all other rights of Employee under the Agreement or applicable law,
      shall survive a change of control of Bancorp or Bank whether or not Employee
      opposed or favored the change of control.

     

    7.2 Rights
      on Change of Control.
      If a
      change of control of Bancorp or Bank occurs while the Agreement is in effect,
      Employee shall have ninety (90) days following the date such change of control
      becomes effective to elect to terminate Employee’s employment with cause. If
      Employee so elects to terminate, such termination shall constitute a termination
      by Employee with cause, and Employee shall receive all payments and benefits
      due
      to Employee on termination by Employee with cause under Section 3 of the
      Agreement. Notwithstanding the foregoing, if following such change of control
      Employee is offered a position of employment either substantially equivalent
      to
      Employee’s compensation and position prior to the change of control, or an
      executive officer position with significant responsibility and compensation
      commensurate (and substantially equivalent to his previous compensation) with
      such responsibility, and Employee elects nevertheless to termination Employee’s
      employment under this Section 7.2, Employee shall be entitled to a maximum
      severance payment under Section 3.6 equal to one month’s base salary as of the
      date of termination multiplied by nine (9).

    


    7.3 Base
      Compensation.
      Following a change of control, Bancorp shall not reduce Employee’s base
      compensation in effect prior to the effective date of the change of control
      for
      a period of time equal to the greater of (i) twenty four (24) months from the
      effective date of the change of control; (ii) one (1) month for each full
      calendar year Employee has been employed by Bancorp; or (iii) the remaining
      term
      of the Agreement, including any extensions thereof. For purposes of this
      Subsection 7.3, a period of continuous full-time employment for six months
      or
      more in a calendar year shall count as a full calendar year.

     

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    7.4 Termination
      Without Cause. If
      following a change of control Bancorp terminates Employee’s employment within
      two (2) years of the effective date of the change of control because of a
      reduction in force or for any other reason, other than for cause pursuant to
      Section 3.3 of the Agreement, such termination shall constitute a termination
      by
      Bancorp without cause, and Employee shall receive all payments and benefits
      due
      to Employee on termination under the Agreement, plus: (i) all non-forfeitable
      deferred compensation, if any; and (ii) unpaid performance bonus payments,
      if
      any, payable under Section 4.2 of the Agreement, which shall be declared earned
      and payable based upon performance up to, and shall be pro-rated as of, the
      date
      of termination.

     

    7.5 Options
      and Stock.
      If
      Employee is a participant in a restricted stock plan or share option plan,
      and
      such plan is terminated involuntarily as a result of the change of control,
      all
      stock and options shall be declared fully vested and shall be paid, awarded
      or
      otherwise distributed. With respect to any unexercised options under any stock
      option plan, such options may be exercised within the period provided in such
      plan. Effective as of the date of the change of control, any holding period
      established for stock paid as bonus or other compensation shall be deemed
      terminated, except as otherwise provided by law. 

    


    7.6 Relocation. If
      relocation is required by the acquiring institution the relocation package
      option will be at the choice of the Employee. He/She may pick Columbia’s
      relocation package at the time of the merger or the package offered by the
      acquiring company. This option is available for one year from the merger
      date.

    


    7.7 Definition.
      As used
      in this Section, "control" shall mean the acquisition during Employee’s
      employment of twenty-five percent (25%) or more of the voting securities of
      Bancorp or Bank by any person, or persons acting as a group within the meaning
      of Section 13(d) of the Securities Exchange Act of 1934, or to such acquisition
      of a percentage between ten percent (10%) and twenty-five percent (25%) if
      the
      Board or the Comptroller of the Currency, the FDIC, or the Federal Reserve
      Bank
      have made a determination that such acquisition constitutes or will constitute
      control of Bancorp or Bank. The term "person" refers to an individual,
      corporation, bank, bank holding company, or other entity, but excludes any
      Employee Stock Ownership Plan established for the benefit of employees of
      Bancorp or any of its subsidiaries or other affiliates. 

    


    8. Post
      Termination Covenants.

    


    8.1 Non-Compete
      Covenants.
      If
      Employee terminates his employment without cause, or if Employee's employment
      is
      terminated by Bancorp for cause, then for one year from the date of such
      termination Employee will not, without the prior written consent of
      Bancorp:

     

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    8.1.1 Undertake
      full or part-time work, either as an employee or as a consultant, for another
      financial institution if such work is to be done, in whole or in part, in or
      from an office or other work site in Yamhill, Wasco, Hood River, Jefferson,
      Deschutes, Sherman or Gilliam Counties, Oregon, in Klickitat County, Washington,
      or in any other county in Oregon or Washington in which Bancorp or any of its
      affiliates has a place of business at the time of termination; or  

    


    8.1.2 Hire
      for
      any financial institution or other employer (including himself) any employee
      of
      Bancorp or any of its affiliates, or directly or indirectly cause such an
      employee to leave his or her employment to work for another employer, if such
      employee is to work in or from an office or other work site in Yamhill, Wasco,
      Hood River, Jefferson, Deschutes, Sherman or Gilliam Counties, Oregon, in
      Klickitat County, Washington, or in any other county in Oregon or Washington
      in
      which Bancorp or any of its affiliates has a place of business at the time
      of
      termination.

     

    8.2 Liquidated
      Damages for Breach of Non-Compete Covenants; Other Remedies.
If
      Employee breaches the covenants of Section 8.1, Employee shall be liable to
      Bancorp for liquidated damages equal to the lesser of (i) $18,000, or (ii)
      $1,500 multiplied by the number of months (including fractions thereof) between
      the date of breach and one year from the date of Employee’s termination of
      employment. For example, if the date of breach occurs six months after the
      date
      of Employee’s termination, liquidated damages shall be $9,000 (6 x $1,500). The
      parties agree that Bancorp’s actual money damages upon Employee’s breach will be
      difficult to compute, and further agree that the liquidated damages formula
      provided herein reasonably represents Bancorp’s actual money damages. Employee
      shall pay the liquidated damages required hereunder within ten (10) days of
      the
      date Bancorp makes written demand for such payment. Nothing herein shall
      preclude Bancorp from enforcing any other legal or equitable remedies it may
      have upon Employee’s breach, including injunctive relief. Such other remedies
      may be enforced in addition to Bancorp’s right to liquidated damages under this
      Section. 

    


    8.3 Limitation.
      The
      covenants in Sections 8.1 and 8.2 do not apply if Employee terminates his
      employment for cause, if Employee terminates his employment for any reason
      within ninety (90) days after the effective date of a change of control within
      the meaning of Section 7 of the Agreement, or if Employee's employment is
      terminated by Bancorp without cause.

    


    8.4 Additional
      Covenants.
      The
      following provisions shall apply and be binding on Employee following Employee’s
      termination of employment under all circumstances, whether termination occurred
      with cause, without cause, following illness or disability, because of a change
      of control, or for any other reason:

     

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    8.4.1 Employee
      shall fully cooperate in the defense or prosecution of any litigation arising
      from or relating to matters about which Employee has knowledge based on his
      employment or other work, paid or unpaid, for Bancorp and its affiliates. To
      the
      extent allowed by law Employee shall receive reasonable compensation in
      connection with his performance under this Section 8.4.1;

    


    8.4.2 Employee
      shall at all times keep all confidential and proprietary information gained
      from
      his employment by Bancorp, or from other previous, present or subsequent paid
      or
      unpaid work for Bancorp and its affiliates, in strictest confidence, and will
      not disclose or otherwise disseminate such information to anyone, other than
      to
      employees of Bancorp or its affiliates, except as may be required by law,
      regulation or subpoena; and

    


    8.4.3 Employee
      shall not take or use for any purpose confidential or proprietary information
      of
      Bancorp or its affiliates, including without limitation customer or potential
      customer lists and trade secrets.

    


    8.5 Advancement
      of Employee. Employee
      acknowledges and agrees that the Agreement constitutes a bona fide advancement
      of Employee with the Employer under ORS 653.295 in several respects, including
      without limitation an increase in base salary and benefits.

     

    9. Miscellaneous.

    


    9.1 Recitals;
      Law; Amendments.
      Each and
      every portion of the Agreement is contractual and not a mere recital, and all
      recitals shall be deemed incorporated into the Agreement. The Agreement shall
      be
      governed by and interpreted according to Oregon law and any applicable federal
      law. The Agreement may not be amended except by a subsequent written agreement
      signed by all parties hereto.

    


    9.2 Entire
      Agreement.
      The
      Agreement contains the entire understanding and agreement of the parties with
      respect to the parties' relationship, and all prior negotiations, discussions
      or
      understandings, oral or written, are hereby integrated herein. No prior
      negotiations, discussions or agreements not contained herein or in such
      documents shall be binding or enforceable against the parties.

    


    9.3 Counterparts.
      The
      Agreement may be signed in several counterparts. The signature of one party
      on
      any counterpart shall bind such party just as if all parties had signed that
      counterpart. Each counterpart shall be considered an original. All counterparts
      of the Agreement shall together constitute one original document.

    


    9.4 Successors
      and Assigns. All
      rights and duties of Bancorp under the Agreement shall be binding on and inure
      to the benefit of Bancorp’s successors and assigns, including any person or
      entity which acquires a controlling interest in Bancorp and any person or entity
      which acquires all or substantially all of Bancorp’s assets. Bancorp and any
      such successor or assign shall be and remain jointly and severally liable to
      Employee under the Agreement. Employee may not assign or transfer Employee's
      rights or interests in or under the Agreement other than by a will or by the
      laws of descent and distribution. The Agreement shall inure to the benefit
      of
      and be enforceable by Employee's estate or legal representative.

     

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    9.5 Waiver.
      Any
      waiver by any party hereto of any provision of the Agreement, or of any breach
      thereof, shall not constitute a waiver of any other provision or of any other
      breach. If any provision, paragraph or subparagraph herein shall be deemed
      invalid, illegal or unenforceable in any respect, the validity and
      enforceability of the remaining provisions, paragraphs and subparagraphs shall
      not be affected.

    


    9.6 Arbitration.
      Any
      dispute, controversy, claim or difference concerning or arising from the
      Agreement or the rights or performance of either party under the Agreement,
      including disputes about the interpretation or construction of the Agreement,
      shall be settled through binding arbitration in the State of Oregon and in
      accordance with the rules of the American Arbitration Association. A judgment
      upon the award rendered in such arbitration may be entered in any court of
      competent jurisdiction. 

    


    9.7 Employee
      Handbook. Employee
      agrees to be bound by the terms and conditions of any employee handbook of
      Bancorp or its affiliates as may be in effect from time to time, except that
      in
      the event of a conflict between such employee handbook and the Agreement, the
      Agreement shall control. 

    


    9.8 Captions.
      All
      captions, titles and headings in the Agreement are for convenience only, and
      shall not be construed to limit any term of the Agreement.

    


    9.9 Definition.
      When
      used herein in reference to a corporation, “affiliate” shall mean, without
      limitation, any parent or subsidiary of the corporation and any entity
      controlled by the corporation. 

     

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    9.10 Exceptions.
      The
      Bancorp Board or the management of Bancorp may, in its discretion, make
      exceptions to one or more of the conditions contained in the Agreement, provided
      that any such exceptions must be approved in writing.

     

    
      	
                


            
	
              Employee

            
	 	 
	
              Date:

            	  

	 	 
	
              COLUMBIA
                BANCORP

            
	 	 
	
              By:

            	
               
                

            
	 	 
	
              Title:

            	
                


            


    

     

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