Executive Employment Agreement for Roger Busse


     

    PACIFIC
      CONTINENTAL

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT ("Agreement"), dated and signed as of May 16, 2006, is
      entered into between PACIFIC CONTINENTAL BANK (`Bark"), PACIFIC CONTINENTAL
      CORPORATION ("Corporation")
      and
      ROGER S.. BUSSE ("Executive").

     

    RECITALS

     

    
      	A.  	
              Executive
                currently
                serves as President and Chief Operating Officer of the Bank and Vice
                President of the Corporation,

            


    

     

    
      	B.  	
              Corporation
                and Bak
                desire Executive to continue his employment at the Bank and Corporation
                under the terms and conditions of this
                Agreement.

            


    

     

    
      	C.  	
              Executive
                desires to continue his employment at the Bank and Corporation under
                the
                terms and conditions of this
                Agreement.

            


    

     

    
      	D.  	
              This
                Agreement supercedes any and all other employment, severance or similar
                agreements that may currently be in effect for Executive with either
                the
                Bank or the Corporation.

            


    

     

    AGREEMENT

     

    In
      consideration of the promises set forth in this Agreement, the parties agree
      as
      follows.

     

    1.
      Employment. The
      Bank
      and Corporation agree to employ Executive, and Executive accepts
      employment by the Bank and Corporation on the terms and conditions
      set forth
      in
      this
      Agreement. Executive's title will be President and Chief Operating Officer
      of
      the Bank and Vice President of the Corporation.

     

    2,
      Term.
      The
      term
      of this Agreement ("Term") commences from the date hereof and expires on April
      30, 2009, unless sooner terminated in accordance with Section 9 or extended
      until April 30 of subsequent years in accordance with this Section 2.
      Notwithstanding any termination or expiration of this Agreement, so long as
      Executive is employed by the Corporation or any of its subsidiaries, the
      provisions of Section 10 shall survive until such time as the Corporation's
      Board of Directors specifically terminates Section I0.

     

    a.
      Each
      year, commencing in 2007, Executive may include, as an agenda item for
      consideration by the Boards of Directors of the Corporation and the Bank at
      their annual organization meetings, the extension of the Term of this Agreement
      for an additional one year (the "Extension Notice"). By way of example, if
      the
      Term is extended at the annual meetings in 2007, then this Agreement shall
      expire on April 30, 2010 rather than April 30, 2009, and if the Term is
      subsequently

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    extended
      at the annual meetings in 2008, then this Agreement shall accordingly expire
      on
      April 30, 2011.

     

    b.
      If
      Executive provides the Extension Notice, then the Term of this Agreement shall
      be extended for one additional year unless a majority of the Boards of Directors
      of both the Corporation and the Bank (excluding Executive) elect not to extend
      the Term at their annual organization meetings, If the Boards of Directors
      elect
      not to extend the Term, written notice of such fact shall be promptly given
      to
      Executive.

     

    c,
      If
      Executive fails provide the Extension Notice, then the Term of this Agreement
      shall be extended only if a majority of the Boards of Directors of both the
      Corporation
      and the Bafflc (excluding Executive) elect to extend the Term for
      one
      additional year and Executive agrees to such extension.

     

    
      	3.  	
              Duties.
                The
                Bank will employ Executive as its President and the Corporation will
                employ Executive as its Vice President. Executive will faithfully
                and
                diligently perform his assigned duties, which are as
                follows:

            


    

     

    a..
      Barrie
      Performance.
      Executive, under the direction of the Chief Executive Officer, will be
      responsible for all aspects of the Bank's performance, including without
      limitation, seeing that daily operational and managerial matters are performed
      in a mamler consistent with Corporation's and the Bank's policies.

     

    
      	b.  	
              Development
                and Preservation of Business.
                Executive will be responsible for the development and preservation
                of
                banking relationships and other business development efforts (including
                appropriate civic and community activities) in the Bank's market
                area,

            


    

     

    
      	c.  	
              Report
                to the Chief Executive Officer.
                Executive will report directly to the Bank's Chief Executive
                Officer,

            


    

     

    
      	4.  	
               Extent
                of Services. Executive
                will devote all of his working time, attention and skill to the duties
                and
                responsibilities set forth in Section 3. To the extent that such
                activities do not interfere with his duties under Section 3, Executive
                may
                participate in other businesses as a passive investor, but (a) Executive
                may not actively participate in the operation or management of those
                businesses, and (b) Executive may not, without the Bank's or the
                Corporation's prior written consent, make or maintain any investment
                in a
                business with which the Bank and/or Corporation has an existing
                competitive or commercial
                relationship.

            


    

     

    
      	5.  	
              Salary.
                In
                addition to normal fees as a member of the Boards of Directors of
                the Bank
                and the Corporation, Executive will initially receive an annual base
                salary of $190,000, to be paid in accordance with the Bank's regular
                payroll schedule. Subsequent salary increases are subject to the
                Bank's
                and Corporation's annual review of Executive's compensation and
                performance.

            


    

    



     

    
      	6.  	
              Incentive
                Compensation. Each
                year during the Term, the Bank's board of directors will determine
                the
                amount of bonus to be paid by the Bank to Executive for that year.
                Such
                bonus shall be determined in accordance with the Bank's incentive
                programs, as such programs are in effect as of the date of this Agreement
                and as they may be modified with Executive's prior approval., This
                bonus
                will be paid to Executive no later than February 15 of the year following
                the year in which the bonus is earned by
                Executive.

            


    

     

    
      	7.  	
               Income
                Deferral Executive
                will be eligible to participate in any program available to the Bank's
                and
                Corporation's senior management for income deferral, for the purpose
                of
                deferring receipt of any or all of the compensation he may become
                entitled
                to under this Agreement.

            


    

     

    8.  Vacation
      and Benefits.

     

    
      	a.  	
              Vacation and Holidays.
                Executive will receive five (5) weeks of paid vacation each year.
                Each
                year, Executive may carry over up to two (2) weeks of unused vacation
                to
                the following year. Any unused vacation time in excess of four (4)
                weeks
                will not accumulate or carry over from one calendar year to the
                next,

            


    

     

    
      	b.  	
              Benefits..
                Executive will be entitled to participate in any group life insurance,
                disability, health and accident insurance plans, profit sharing and
                pension plans and in other employee fringe benefit programs the Bank
                or
                Corporation may have in effect from time to time for its similarly
                situated employees, in accordance with and subject to any policies
                adopted
                by the Bank's or Corporation's board of directors with respect to
                the
                plans or programs, including without limitation, any incentive or
                employee
                stock option plan, deferred compensation plan, 401(k) plan (including
                matching or profit plan), and Supplemental Executive Retirement Plan
                (SERF). Neither the Bank nor Corporation though this Agreement obligates
                itself to make any particular benefits available to its
                employees.

            


    

     

    
      	c.  	
              Business
                Expenses.
                The Bar l< will reimburse Executive for ordinary and necessary expenses
                which are consistent with past practice at the Bank (including, without
                limitation, travel, entertainment, and similar expenses) and which
                are
                incurred in performing and promoting the Bank's business. Executive
                will
                present on a monthly basis itemized accounts of these expenses, subject
                to
                any limits of Bank policy or the rules and regulations of the Internal
                Revenue Service.

            


    

     

    9.  Termination
      of Employment.

     

    a.
      Termination
      By Bank for Cause.
      If,
      during the Term, the Bank terminates Executive's employment for Cause (defined
      below), the Bank will pay Executive the salary earned and expenses reimbursable
      under this Agreement incurred through the date of his termination. Executive
      will have no right to receive compensation or other benefits for any period
      after termination under this Section 9.

    



     

    
      	b.  	
              Other
                Termination By Bank.
                If, during the Term, the
                Bank
                terminates Executive's employment without Cause, or Executive terminates
                his employment for Good Reason (defined below), the Bank will pay
                Executive the compensation (including the bonus described in Section
                6)
                and other benefits (described in Section 8) he would have been entitled
                to
                if his employment had not terminated (the "Termination
                Payment"),
                for a period of twelve months. In the event of a termination related
                to a
                Change in Control pursuant to Section 10, the provisions of Section
                10
                shall supersede this section.

            


    

     

    
      	c.  	
              Death
                or Disability.
                This Agreement terminates (1) if Executive dies or (2) if Executive
                is
                unable to perform his duties and obligations under this Agreement
                for a
                period of 90 days as a result of a physical or mental disability
                (such
                inability being, a "Disability"),
                unless with reasonable accommodation Executive could continue to
                perform
                his duties under this Agreement and making these accommodations would
                not
                pose an undue hardship on the Bank. If termination occurs under this
                Section 9(c), Executive or his estate will be entitled to receive
                all
                compensation and benefits earned and expenses reimbursable through
                the
                date Executive's employment
                terminated,

            


    

     

    
      	d.  	
              Return
                of Bank Property.
                If
                and when Executive ceases, for any reason, to be employed by the
                Bank or
                the Corporation, Executive must return to the Bank all keys, pass
                cards,
                identification cards and any other property of the Bank or Corporation,
                At
                the same time, Executive also must return to the Bank all originals
                and
                copies (whether in hard copy, electronic or other form) of any documents,
                drawings, notes, memoranda, designs, devices, diskettes, tapes, manuals,
                and specifications which constitute proprietary information or material
                of
                the Bank or Corporation. The obligations in this paragraph include
                the
                return of documents and other materials which may be in his desk
                at work,
                in his car, in place of residence, or in any other location under
                his
                control.

            


    

     

    e.  Cause,
      "Cause"
      means any one or more of the following:

     

    
      	(1)  	
              Willful
                misfeasance or gross negligence in the performance of Executive's
                duties;

            


    

     

    (2)  Conviction
      of a crime in connection with his duties; or

     

    
      	(3)  	
              Conduct
                demonstrably and significantly harmful to the Bank, as reasonably
                determined on the advice of legal counsel by the Bank's board of
                directors.

            


    

     

    f.  Good
      Reason.
      "Good
      Reason" means only any one or more of the following:

     

    (I)
      Reduction of Executive's salary or reduction or elimination of any significant
      compensation or benefit plan benefiting Executive, unless the reduction or
      elimination is generally applicable to substantially all Bank

    



     

    employees
      (or employees of a successor or controlling entity of the Banlc) formerly
      benefited;

     

    
      	(2)  	
              The
                assignment to Executive without his consent of any authority or duties
                materially inconsistent with Executive's position as of the date
                of this
                Agreement; or

            


    

     

    
      	(3)  	
              A
                relocation or transfer of Executive's principal place of employment
                that
                would require Executive to commute on a regular basis more than 50
                miles
                each way from his present place of
                employment.

            


    

     

    g-
      Change
      in Control.
      "Change
      in Control" means a change "in the ownership or effective control" or "in the
      ownership of a substantial portion of the assets" of the Bank, within the
      meaning of section .280G of the Internal Revenue Code,

     

    10. Payment
      Related to a Change in Control.

     

    a.
      Pa
      ment Trio
      ers.
      Upon the occurrence of any of the following, each of which is a "Triggering
      Event,"
      Executive will be entitled to receive the payment and benefits described in
      Section 10(b):

     

    
      	(1)  	
              A
                Change in Control of the Bank and/or the Corporation is consummated
                while
                Executive is employed by the Bank, and Executive is not offered a
                Comparable Position (as defined below) with the acquiring
                company;

            


    

     

    
      	(2)  	
              Within
                one year after accepting a Comparable Position with the acquiring
                company,
                Executive's employment ceases for any reason other than termination
                for
                Cause; or

            


    

     

    
      	(3)  	
              The
                Bank terminates Executive's employment without Cause or Executive
                resigns
                for Good Reason, and within one year' thereafter the Bank and/or
                the
                Corporation enters into an agreement for a Change in Control or any
                party
                announces or is required by Iaw to announce a prospective Change
                in
                Control of the Bank and/or the
                Corporation.

            


    

     

    
      	(4)  	
              A
                "Comparable
                Position"
                means the position of CEO of the acquiring company, on financial
                terms in
                the aggregate no less favorable than this
                Agreement,

            


    

     

    b.
      Payment Amount,
      If a
      Triggering Event occurs, the Bank will pay Executive, upon the closing of the
      Change in Control or termination of Executive's employment, whichever is
      applicable, a single payment in an amount equal to two (2.0) times the
      Executive's potential annual compensation less the amount of any Termination
      Payments that may have been paid to Executive pursuant to Section 9(b)..
      Executive's potential annual compensation is the Executive's current annual
      salary plus 100% of the Executive's current potential bonus incentive, as
      determined by the Bank's Compensation Committee pursuant to the

    



     

    Bank's
      incentive programs then in effect. If Executive's employment is terminated
      pursuant to Section 10(a), the Bank will also maintain and provide for one-year
      following Executive's termination or the closing of the Change in Control,
      whichever is later, at no cost to Executive, the benefits described in Section
      8(b) to which Executive is entitled (determined as of the day before the date
      of
      such termination); but if Executive's participation in any such benefit is
      thereafter barred or not feasible, or discontinued or materially reduced, the
      Bank will arrange to provide Executive with either benefits substantially
      similar to those benefits or a cash payment of substantially similar value
      in
      lieu of the benefits.

     

    
      	 	
              c..

            	 	
              Limitations
                on Payments Related to Change in ControI..
                The following apply

            


    

     

    notwithstanding
      any other provision of this Agreement:

     

    
      	(1)  	
              If
                the total of the payments and benefits described in Section 10(b)
                will be
                an amount that would cause them to be a "parachute payment" within
                the
                meaning of Section 280G(b)(2)(A) of the Internal Revenue Code (a
                "Parachute
                Payment Amount"),
                then such payment(s) shall be reduced so that the total amount thereof
                is
                $1 less than the Parachute Payment Amount;
                and

            


    

     

    
      	(2)  	
              Executive's
                right to receive the payments and benefits described in Section 10(b)
                terminates immediately if before the Change in Control transaction
                closes,
                Executive terminates his employment without Good Reason or the Bank
                terminates Executive's employment for
                Cause.

            


    

     

    Survival.
      The
      provisions of this Section 10 will survive any termination or expiration of
      this
      Agreement until such time as the Corporation's Board of Directors specifically
      terminates this Section 10.

     

    
      	11.  	
              Confidentiality.
                Executive
                will not, after the date this Agreement is signed, including during
                and
                after its Term, use for his own purposes or disclose to any other
                person
                or entity any confidential business information concerning the Bank
                or
                Corporation or their business operations, unless (1) the Bank or
                Corporation consents to the use or disclosure of their respective
                confidential information; (2) the use or disclosure is consistent
                with
                Executive's duties under this Agreement or (3) disclosure is required
                by
                law or court order. For purposes of this Agreement, confidential
                business
                information includes, without limitation, trade secrets, various
                confidential information concerning all aspects of current and future
                operations, nonpublic information on investment management practices,
                marketing plans, pricing structure and technology of either the Bank
                or
                Corporation. Executive will also treat the terms of this Agreement
                as
                confidential business information.

            


    

     

    
      	12.  	
              Nonsolicitation.
                For
                two years after Executive's employment under this Agreement terminates,
                Executive will not, directly or indirectly, persuade or entice, or
                attempt
                to persuade or entice, (i) any employee of the Bank or Corporation
                to
                terminate his/her

            


    

    



     

    employment
      with the Bank or Corporation, or (ii) any customer of the Bank or Corporation
      to
      terminate his/her relationship with the Barak or Corporation or to otherwise
      direct any portion of his/her business away from the Bank or
      Corporation.

     

    13.  Enforcement.

     

    a,
      The
      Bank and Executive stipulate that, in light of all of the facts and
      circumstances of the relationship between Executive and the Banlc, the
      agreements referred to in Sections 11 and 12 are fair and reasonably necessary
      for the protection of the Bank's and Corporation's confidential information,
      goodwill and other protectable interests. If a court of competent jurisdiction
      should decline to enforce any
      of
      those
      covenants and agreements, Executive and the Bank request the court to reform
      these provisions to restrict Executive's use of confidential information and
      Executive's ability to solicit employees to the maximum extent, in time and
      scope, the court finds enforceable,

     

    b.
      Executive acknowledges the Barak and Corporation will suffer immediate and
      irreparable harm that will not be compensable by damages alone if Executive
      repudiates or breaches any of the provisions of Sections 11 and 12 or threatens
      or attempts to do so. For this reason, under these circumstances, the Bank,
      in
      addition to and without limitation of any other rights, remedies or damages
      available to it at law or in equity, will be entitled to obtain temporary,
      preliminary and permanent injunctions in order to prevent or restrain the
      breach, and
      the
      Barak will not be required to post a bond as a condition for the granting
      of
      this
      relief.

     

    
      	14.  	
              Covenants.
                Executive
                specifically acknowledges the receipt of adequate consideration for
                the
                covenants contained in Sections 11 and 12 and that the Bank is
                entitled
                to
                require him to comply with these Sections. These Sections will survive
                termination of this Agreement.

            


    

     

    15.  Arbitration.

     

    a.
      Arbitration,
      At
      either party's request, the parties must submit any dispute, controversy or
      claim arising out of or in connection with, or relating to, this Agreement
      or
      any breach or alleged breach of this Agreement, to arbitration under the
      American Arbitration Association's
      rules
      then in effect (or under any other form of arbitration mutually acceptable
      to
      the parties). A single arbitrator agreed on by the parties will conduct the
      arbitration. If the parties cannot agree on a single arbitrator, each party
      must
      select one arbitrator and those two arbitrators will select a third arbitrator.
      This third arbitrator will hear the dispute. The arbitrator's decision is final
      (except as otherwise specifically provided by law) and binds the parties, and
      either party may request any court having jurisdiction to enter a judgment
      and
      to enforce the arbitrator's decision. The arbitrator will provide the parties
      with a written decision naming the substantially prevailing party in the action.
      This prevailing party is entitled to reimbursement

    



     

    from
      the
      other party for its costs and expenses, including reasonable attorneys'
      fees,

     

    
      	b.  	
              Governing
                Law.
                All proceedings will be held at a place designated by the arbitrator
                in
                Lane County, Oregon.

            


    

     

    
      	c.  	
              Exception
                to Arbitration,
                Notwithstanding the above, if Executive violates Section 11 or 12,
                the
                Bank and/or Corporation will have the right to initiate the court
                proceedings described in Section 13b), in lieu of an arbitration
                proceeding under this Section 15,

            


    

     

    16. Miscellaneous
      Provisions.

     

    a.
      Entire
      Agreement.
      This
      Agreement constitutes the entire understanding and agreement between the parties
      concerning its subject matter and supersedes all prior agreements,
      correspondence, representations, or understandings between the parties relating
      to its subject matter. including without limitation the Employment Agreement
      among the parties dated April 15, 2005.

     

    b.. Binding
      Effect.
      This
      Agreement will bind and inure to the benefit of the Banks, Corporation's and
      Executive's heirs, legal representatives, successors and assigns.

     

    c.
      Litigation
      Expenses.
      If
      either party successfully seeks to enforce any provision of this Agreement
      or to
      collect any amount claimed to be due under it, this party will be entitled
      to
      reimbursement from the other party for any and all of its out-of-pocket expenses
      and costs including, without limitation, reasonable attorneys' fees and costs
      incurred in connection with the enforcement or collection.,

     

    Waiver,
      Any
      waiver by a party of its rights under this Agreement must be written and signed
      by the party waiving its rights, A party's waiver of the other party's breach
      of
      any provision of this Agreement will not operate as a waiver of any other breach
      by the breaching party.

     

    e.
      Assignment.
      The
      services to be rendered by Executive under this Agreement are unique and
      personal.. Accordingly, Executive may not assign any of his rights or duties
      under this Agreement.

     

    Amendment,
      This
      Agreement may be modified only through a written instrument signed by both
      parties.

     

    g, Severability.
      The
      provisions of this Agreement are severable. The invalidity of any provision
      will
      not affect the validity of other provisions of this Agreement,

     

    h.
      Governing
      Law and Venue.
      This
      Agreement will be governed by and construed in accordance with Oregon law,
      except to the extent that certain matters may be governed by federal law. The
      parties must bring any legal proceeding arising out of this Agreement in Lane
      County, Oregon..

    



    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    

       

      Counterparts.This
        Agreement may be executed in one or more counterparts, each of which will
        be
        deemed an original, but all of which taken together will constitute one and
        the
        same document.

    

     

    

       

      Signed
        as of: May 16, 2006:

       

      Executive:

    

     

     /s/
      Roger S. Busse

    Roger
      S.
      Busse

     

     

    Pacific
      Continental Bank:

     

    By:
      /s/ Robert Ballin

    Robert
      Ballin

    Its:
      Chairman of the Board

     

     

    Pacific
      Continental Corporation:

     

    By:
      /s/ Robert Ballin

    Robert
      Ballin

    Its:
      Chairman of the Board