**Exhibit10.60**

 

ROSEVILLE 1ST NATIONALBANKSALARY CONTINUATION AGREEMENT

 

THISAGREEMENT is made this 1st day January, 1998, by and between the ROSEVILLE 1STNATIONAL BANK, a national banking association located in Roseville, California(the “Company”) and DOUGLAS A. NORDELL (the “Executive”).

 

INTRODUCTION

 

WITNESSETH:

 

WHEREAS, the Executive is in the employ ofthe Company, serving as its Executive Vice-President; and

 

WHEREAS, the experience, knowledge of theaffairs of the Company, and reputation and contacts in the industry of theExecutive are so valuable that assurance of the Executive’s continued serviceis essential for the future growth and profits of the Company, and it is in thebest interest of the Company to arrange terms of continued employment for theExecutive so as to reasonably assure the Executive’s remaining in the Company’semployment during the Executive’s lifetime or until the age of retirement; and

 

WHEREAS, it is the desire of the Company thatthe Executive’s services be retained as herein provided; and

 

WHEREAS, the Executive is willing to continuein the employ of the Company provided the Company agrees to pay to theExecutive or the Executive’s

 

 

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beneficiaries certain benefits in accordance with the terms andconditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of theservices to be performed in the future, as well as the mutual promises andcovenants herein contained, it is agreed as follows:

 

ARTICLE 1.DEFINITIONS

 

1.1.                              Definitions.  Whenever used in thisAgreement, the following words and phrases shall have the meanings specified:

 

1.1.1.                     *“Change of Control”*means: (i) a tender offer made andconsummated for the ownership of 50% or more of the outstanding voting securitiesof the Company; (ii) a merger or consolidation of the Company with another bankor corporation and as a result of such merger or consolidation less than 50% ofthe outstanding voting securities of the surviving or resulting bank orshareholders of the Company, other than affiliates (within the meaning of theSecurities Exchange Act of 1934) of any party to such merger or consolidation,as the same shall have existed immediately prior to such merger orconsolidation, (iii) a sale of substantially all of the Company’s assets toanother bank or corporation which is not a wholly owned subsidiary; or (iv) anacquisition of the Company by a person, within the meaning of Section 3(a)(9)or of Section 13(d)(3) (as in effect on the date hereof) of the SecuritiesExchange Actof 1934, of 50% ormore of the outstanding voting securities of the Company (whether directly,indirectly,

 

 

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beneficiallyor of record).  For purposes of thisagreement, ownership of voting securities shall take into account and shallinclude ownership as determined by applying the provisions of Rule13d-3(d)(l)(l) (as in effect on the date hereof) pursuant to the SecuritiesExchange Act of 1934, and any merger with Western Sierra Bancorp, which iscompleted before December 31, 1998, shall not constitute a change of control.

 

1.1.2.                     *“Code”*means the Internal Revenue Code of 1986, as amended.

 

1.1.3.                     “*Disability”* means theExecutive suffering a sickness, accident or injury which, in the judgment of aphysician satisfactory to the Company, prevents the Executive from performingsubstantially all of the Executive’s normal duties for the Company. As acondition to any benefits, the Company may require the Executive to submit tosuch physical or mental evaluations and tests as the Company’s Board ofDirectors deems appropriate.

 

1.1.4.                     *“Early**Termination”*means theTermination of Employment before Normal Retirement Age for reasons other thandeath, Disability, Termination for Cause or following a Change of Control.

 

1.1.5.                     *“Early Termination Date”*means the month, day and year in which Early Termination occurs.

 

1.1.6.                     *“Normal Retirement Age”*means the Executive’s 65th birthday.

 

1.1.7.                     *“Normal Retirement Date”* means the later of the Normal Retirement Ageor Termination of Employment.

 

1.1.8.                     *“Plan Year”*means a twelve-month period commencing on

 

 

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January 1 and ending on December 31 of each year. The initial Plan Yearshall commence on the effective date of this Agreement.

 

1.1.9.                     *“Termination for Cruse”*.  SeeSection 5.2.

 

1.1.10.               *“Termination of Employment”*means that the Executive ceases to beemployed by the Company for any reason whatsoever other than by reason of aleave of absence which is approved by the Company.

 

ARTICLE 2.LIFETIME BENEFITS

 

2.1.                              Normal Retirement Benefit.  Upon Termination of Employment on or afterthe Normal Retirement Age for reasons other than death, the Company shall payto the Executive the benefit described in this Section 2.1 in lieu of any otherbenefit under this Agreement.

 

2.1.1.                     Amount of Benefit.  The annual benefit under this Section 2.1 is$50,000.00. The Board of Directors may in its sole and absolute discretionunilaterally increase the amount of the annual benefit amount at the end ofeach Plan Year from the date of this Agreement to the Executive’s NormalRetirement Date. If the Board of Directors increase the annual benefit, thenthe Schedule A attached hereto shall also be recalculated to increase the benefitsunder Article 2 of this Agreement.

 

2.1.2.                     Payment of Benefit.  TheCompany shall pay the annual benefit to the Executive in 180 equal monthlyinstallments payable on the first day of each month commencing with the monthfollowing the Executive’s Normal Retirement

 

 

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Date and continuing for 179 additional months.

 

2.1.3.                     Benefit Increases.  Commencing on the first anniversary of thefirst benefit payment, and continuing on each subsequent anniversary, theCompany’s Board of Directors, in its sole discretion, may increase the benefit.

 

2.2.                              Early Termination Benefit. Upon Early Termination, the Company shall pay to the Executive thebenefit described in this Section 2.2 in lieu of any other benefit under thisAgreement.

 

2.2.1.                     Amount of Benefit.  The benefit under this Section 2.2 is theEarly Termination Annual Benefit amount set forth in Schedule A for the PlanYear ending immediately prior to the Early Termination Date except that theExecutive shall not be entitled to any benefit if he voluntarily terminates hisemployment prior to the end of the second Plan Year. Any increase in the annualbenefit under section 2.1 shall require the recalculation of the EarlyTermination Benefit set forth in Schedule A. The Early Termination Benefitannual amount is determined by calculating a fixed annuity which is payable in15 annual equal installments, crediting interest on the unpaid balance of theAccrual Balance at an annual rate of 8.5%, compounded monthly.

 

2.2.2.                     Payment of Benefit.  The Company shall pay the annual benefitamount to the Executive in 180 equal monthly installments payable on the firstday of each month commencing with the month following the Normal RetirementDate and continuing for 179 additional months.

 

2.2.3.                     Benefit Increases.  Benefit payments may be increased as

 

 

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provided in Section 2.1.3.

 

2.3.                              Disability Benefit.  Ifthe Executive terminates employment due to Disability prior to NormalRetirement Age, the Company shall pay to the Executive the benefit described inthis Section 2.3 in lieu of any other benefit under this Agreement.

 

2.3.1.                     Amount of Benefit.  The benefit under this Section 2.3 is theDisability Annual Benefit amount set forth in Schedule A for the Plan Yearending immediately prior to the date in which the Termination of Employmentoccurs. Any increase in the annual benefit under section 2.1 shall require therecalculation of the Disability Annual Benefit amount set forth in Schedule A.The Disability Annual Benefit amount is determined by calculating a fixedannuity which is payable in 15 annual equal installments, crediting interest onthe unpaid balance of the Accrual Balance at an annual rate of 8.5%, compoundedmonthly.

 

2.3.2.                     Payment of Benefit.  The Company shall pay the annual benefitamount to the Executive in 180 equal monthly installments payable on the firstday of each month commencing with the month following the Termination ofEmployment and continuing for 179 additional months.

 

2.3.3.                     Benefit Increases.  Benefit payments may be increased asprovided in Section 2.1.3.

 

2.4.                              Change of Control Benefit. Upon a Changes of Control, the Company shall pay to the Executive thebenefit described in this Section 2.4**inlieu of any other benefit under this Agreement.

 

 

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2.4.1.                     Amount of Benefit.The annual benefit under this Section 2.1 is the Normal RetirementBenefit amount described in Section 2.1.1.

 

2.4.2.                     Payment of Benefit.The company shall pay the annual benefit to the beneficiary in 180 equalmonthly installments payable on the first day of each month commencing with themonth following the date of Executive’s termination of employment andcontinuing for 179 additional months.

 

2.4.3.                     Benefit Increases.Benefits payments may be increased as provided in Section 2.1.3.

 

ARTICLE 3.DEATH BENEFITS

 

3.1.                              Death During Active Service.  Ifthe Executive dies while in the active service of the Company, the Companyshall pay to the Executive’s beneficiary the benefit described in this Section3.1. This benefit shall be paid in lieu of the Lifetime Benefits of Article 2.

 

3.1.1.                     Amount of Benefit.  The annual benefit under this Section 3.1 isthe Normal Retirement Benefit amount described in Section 2.1.1.

 

3.1.2.                     Payment of Benefit.  The Company shall pay the annual benefit tothe beneficiary in 180 equal monthly installments payable on the first day ofeach month commencing with the month following the date of Executive’s deathand continuing for 179 additional months.

 

3.2.                              Death During Benefit Period.  Ifthe Executive dies after the benefit payments have commenced under thisAgreement but before receiving all such

 

 

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payments,the Company shall pay the remaining benefits to the Executive’s beneficiary atthe same time and in the same amounts they would have been paid to theExecutive had the Executive survived.

 

3.3.                        Death Following Termination of Employment ButBefore Benefits Commence. Ifthe Executive is entitled to benefits under this Agreement, but dies prior toreceiving said benefits, the Company shall pay to the Executive’s beneficiarythe same benefits, in the same manner, they would have been paid to theExecutive had the Executive survived, however, said benefit payments willcommence upon the Executive’s death.

 

ARTICLE 4.BENEFICIARIES

 

4.1.                              Beneficiary Designations.  TheExecutive shall designate a beneficiary by filing a written designation with the Company. The Executive mayrevoke or modify the designation at any time by filing a new designation.However, designations will only be effective if signed by the Executive andaccepted by the Company during the Executive’s lifetime. The Executive’s beneficiarydesignation shall be deemed automatically revoked if the beneficiarypredeceases the Executive, or if the Executive names a spouse as beneficiaryand the marriage is subsequently dissolved. If the Executive dies without avalid beneficiary designation, all payments shall be made to the Executive’sestate.

 

4.2.                             Facility of Payment.  Ifa**benefit is payable to a minor,to a person declared incapacitated, or to a person incapable of handling thedisposition of his or

 

 

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her property, the Company may pay such benefit to the guardian, legalrepresentative or person having the care or custody of such minor,incapacitated person or incapable person. The Company may require proof ofincapacity, minority or guardianship as it may deem appropriate prior todistribution of the benefit. Such distribution shall completely discharge theCompany from all liability with respect to such benefit.

 

ARTICLE 5.GENERAL LIMITATIONS

 

Notwithstanding any provision of this Agreementto the contrary, the Company shall not pay any benefit under this Agreement.

 

5.1.                              Excess Parachute Payment. To the extent the benefit would be anexcess parachute payment under section 280G of the Code. In complying with thisprovision, the Company hereby agrees to take all steps reasonably necessary tomaximize the benefit available to the Executive.

 

5.2.                              Termination for Cause. If the Company terminates the Executive’semployment for:

 

5.2.1.                     any act of embezzlement, fraud, breach of fiduciary duty or dishonesty;

 

5.2.2.                     any conviction of a felony involving moral turpitude;

 

5.2.3.                     deliberate or repeated disregard of the policies and rules of Companyas adopted by Company’s Board of Directors;

 

5.2.4.                     unauthorized use or disclosure of any of the trade secrets or

 

 

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confidentialinformation of Company;

 

5.2.3.                     competition with Company, inducement of any customer of the Company tobreach a contract with the Company, or inducement of any principal for whom theCompany acts as agent to terminate such agency relationship;

 

5.2.6.                     gross negligence adversely impacting the Company; or

 

5.2.7.                     willful breach of this Agreement or any other willful misconduct.

 

ARTICLE 6.CLAIMS AND REVIEW PROCEDURES

 

6.1.                              Claims Procedure. The Company shall notify any person orentity that makes a claim against the Agreement (the “Claimant”) in writing,within ninety (90) days of Claimant’s written application for benefits, of hisor her eligibility or ineligibility for benefits under the Agreement. If theCompany determines that the Claimant is not eligible for benefits or fullbenefits, the notice shall set forth (1) the specific reasons for such denial;(2) a specific reference to the provisions of the Agreement on which the denialis based; (3) a description of any additional information or material necessaryfor the Claimant to perfect his or her claim, and a description of why it isneeded; and (4) an explanation of the Agreement’s claims review procedure andother appropriate information as to the steps to be taken if the Claimantwishes to have the claim reviewed. If the Company determines that there arespecial circumstances requiring additional time to make a decision, the Companyshall notify the Claimant of the special circumstances and the date by

 

 

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which a decision is expectedto be made, and may extend the time for up to an additional ninety-day period.

 

6.2.                              Review Procedure.  Ifthe Claimant is determined by the Company not to be eligible far benefits, orif the Claimant believes that he or she is entitled to greater or differentbenefits, the Claimant shall have the opportunity to have such claim reviewedby the Company by filing a petition for review with the Company within sixty(60) days after receipt of the notice issued by the Company. Said petitionshall state the specific reasons which the Claimant believes entitle him or herto benefits or to greater or different benefits. Within sixty (60) days afterreceipt by the Company of the petition, the Company shall afford the Claimant(and counsel, if any) an opportunity to present his or her position to theCompany orally or in writing, and the Claimant (or counsel) shall have theright to view the pertinent documents. The Company shall notify the Claimant ofits decision in writing within the sixty-day period, stating specifically thebasis of its decision, written in a manner calculated to be understood by theClaimant and the specific provisions of the Agreement on which the decision isbased. If, because of the need for a hearing, the sixty-day period is notsufficient, the decision may be deferred for up to another sixty-day period atthe election of the Company, but notice of this deferral shall be given to theClaimant.

 

ARTICLE 7.AMENDMENTS AND TERMINATION

 

This Agreement may be amended or terminatedonly by a written agreement

 

 

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signed by the Company and the Executive.

 

ARTICLE 8.MISCELLANEOUS

 

8.1.                              Binding Effect. This Agreement shall bind the Executive and the Company, and theirbeneficiaries, survivors, executors, successors, administrators andtransferees.

 

8.2.                              No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not givethe Executive the right to remain an employee of the Company, nor does itinterfere with the Company’s right to discharge the Executive. It also does notrequire the Executive to remain an employee nor interfere with the Executive’sright to terminate employment at any time.

 

8.3.                              Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned,pledged, attached or encumbered in any manner.

 

8.4.                              Tax Withholding.  TheCompany shall withhold any taxes that are required to be withheld from thebenefits provided under this Agreement.

 

8.5.                              Applicable Law.  TheAgreement and all rights hereunder shall be governed by the laws of the Stateof California, except to the extent preempted by the laws, of the United Statesof America.

 

8.6.                              Unfunded Arrangement.  TheExecutive and beneficiary are general unsecured creditors of the Company forthe payment of benefits under this Agreement. The benefits represent the merepromise by the Company to pay such benefits. The rights to benefits are notsubject in any manner to anticipation, alienation, sale, transfer, assignment,pledge, encumbrance, attachment, or

 

 

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garnishment by creditors. Any insurance on the Executive’s life is ageneral asset of the Company to which the Executive and beneficiary have nopreferred or secured claim.

 

8.7.                              Recovery of Estate Taxes.  Ifthe Executive’s gross estate for federal estate tax purposes includes anyamount determined by reference to and on account of this Agreement, and if thebeneficiary is other than the Executive’s estate, then the Executive’s estateshall be entitled to recover from the beneficiary receiving such benefit underthe terms of the Agreement, an amount by which the total estate tax due by theExecutive’s estate, exceeds the total estate tax which would have been payableif the value of such benefit had not been included in the Executive’s grossestate. If there is more than one person receiving such benefit, the right ofrecovery shall be against each such person. In the event the beneficiary has aliability hereunder, the beneficiary may petition the Company for a lump sumpayment in an amount not to exceed the beneficiary’s liability hereunder.

 

8.8.                              Entire Agreement. This Agreement constitutes the entire agreement between the Company andthe Executive as to the subject matter hereof. No rights are granted to theExecutive by virtue of this Agreement other than those specifically set forthherein.

 

8.9.                              Administration.  TheCompany shall have powers which are necessary to administer this Agreementincluding but not limited to:

 

8.9.1.                     Establishing and revising the method of accounting for the Agreement;

 

 

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8.9.2.                     Maintaining a record of benefit payments; and

 

8.9.3.                     Establishing rules and prescribing any forms necessary or desirable toadminister the Agreement.

 

8.10.                        Named Fiduciary. Forpurposes of the Employee Retirement Income Security Act of 1974, if applicable,the Company shall be the named fiduciary and plan administrator under theAgreement. The named fiduciary may delegate to others certain aspects of themanagement and operation responsibilities of the plan including the employmentof advisors and the delegation of ministerial duties to qualified individuals.

 

IN WITNESS WHEREOF, the Executive and a dulyauthorized Company officer have signed this Agreement.

 

 
| Dated: | July 24, 1998                |                         | /s/ Douglas A. Nordell |
|--------|------------------------------|------------------------------|------------------------|
|   | DOUGLAS A. NORDELL           |
|   |                         |
|   |                         |
|   | ROSEVILLE 1ST NATIONAL  BANK |
|   |                         |
|   |                         |
| Dated: | July 24, 1998                |                         | By:                    | /s/ Richard C. Seeba |
|   |                         | RICHARD C. SEEBA,  President |

 

 

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BENEFICIARY DESIGNATION

 

ROSEVILLE 1ST NATIONALBANKSALARY CONTINUATION AGREEMENT

 

Douglas A. Nordell

 

I designate the following as beneficiary of any death benefits underthe Roseville 1st National Bank Salary Continuation Agreement:

 

Primary: [named Primary]

 

 

Contingent: [Named Contingents]

 

 

Note: To name a trust as beneficiary, please provide the name of thetrustee(s) and the exact name and date of the trust agreement.

 

I understand that I**maychange these beneficiary designations by filing a new written designation withthe Company. I further understand that the designations will be automaticallyrevoked if the beneficiary predeceases me, or, if I have named my spouse asbeneficiary, in the event of the dissolution of our marriage.

 
| Signature | /s/ Douglas A. Nordell |   |
|-----------|------------------------|--------|
|      |
| Date:     | July 24, 1998          |   |
|           |                        |        |  |

 

Accepted by the Company this 24th day of July, 1998.

 
| By     | /s/ Richard C. Seeba |   |
|--------|----------------------|--------|
|   |
| Title  | President            |   |
|        |                      |        |  |

 

 

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EXHIBIT A

 

**SALARYCONTINUATION AGREEMENT**

 

 

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EXHIBIT B

 

**INCREASESIN ANNUAL BENEFIT**

 

By resolution ofthe Board of Directors of Lake Community Bank, dated 6/25/02, the annualbenefit described in Section 2.1.1 of the Salary Continuation Agreement enteredinto by and between Lake Community Bank and Douglas Nordell is increased to$75,000.00.

 
|       |    |   | Lake Community Bank |
|------------|---------|--------|---------------------|
|       |    |   |                |
| **Dated**: | 6/25/02 |   |                | By: | /s/ Billie L.  Holmes |
|       |    |   |                | Vice Chairman of the Board |
|            |         |        |                     |  |  |

 

 

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