Exhibit 10.22

 

**CHANGE IN CONTROLAGREEMENT**

 

This Change inControl Agreement is made this 1st day of July, 2000, by and between PACIFICNORTHWEST BANCORP and PACIFIC NORTHWEST BANK (hereinafter jointly referred toas the “Bank”) and BETTE J. FLORAY (hereinafter referred to as the“Executive”), who agree as follows:

 

1.    Pacific Northwest Bank.  Pacific Northwest Bank is a wholly-ownedsubsidiary of Pacific Northwest Bancorp, a Washington corporation.

 

2.    Purpose.  The purpose of this Agreement is to providecertain assurances to Executive that in the event of a Change in Control or asubstantial change in ownership of the Bank, Executive shall either havecontinued employment or, in the event of termination, severance pay.  The Bank is willing to make such assurancesto Executive to encourage Executive to maintain continued employment with theBank.

 

3.    Definition.  “Change in Control” as provided herein shallinclude the following:

 

(a)  Merger of the Bank intoanother financial institution or entity, with such other entity being thesurviving entity;

 

(b)  Acquisition of the Bank by anotherinstitution or entity;

 

(c)  Sale of all or substantially all of theassets of the Bank;

 

(d)  The acquisition of 25 percent or more of thebeneficial ownership of stock of the Bank by one or more related entities orpersons, except a Bank-approved ESOP; and

 

(e)  If during any period of two (2) years,individuals who at the beginning of such period constitute the Board ofDirectors of the Bank (the “Continuing Directors”) cease for any reason toconstitute at least a majority of the Board of Directors of the Bank unless theelection of each Director who is not a Continuing Director was approved by avote of at least two-thirds (2/3) of the Continuing Directors in office at thetime of the election of each such new Director.

 

Any one of the foregoing items may constitute a Change in Controlactivating Executive’s Employment Contract and Severance Pay provisions setforth below.  To prevent anunanticipated activation of the Employment Contract and/or Severance Payprovisions, either Executive or the Bank must give written notice to the otherof the Change in Control thereby activating the Employment Contract andSeverance Pay provisions set forth below.

 

4.   Upon a Change in Control, Executive shall be entitled to receive afour-year employment contract (“Employment Contract”) with the successor entitythat provides:

 

(a)  Executive a position with duties andresponsibilities commensurate with those customarily performed by a person withthe status of Executive Vice President in the finance area;

 

(b)  That Executive’s services shall be performedin the same geographical location where Executive is employed at the time ofthe Change in Control;

 

(c)  That Executive’s salary and benefits arecomparable to those received by Executive over the twelve (12) months prior tothe Change in Control;

 

(d)  That the successor entity may terminateExecutive’s employment at any time prior to the expiration of the four-yearcontract term by paying Executive an amount equal to the Total Compensationpaid to Executive for the prior two calendar years.  For purposes of this Agreement, “Total Compensation” shall bedefined as an amount equal to Executive’s W-2 income before salary deferrals.

 

(e)  Notwithstanding the foregoing, the successorentity may provide in the Employment Contract that Executive may be terminatedfor chronic alcoholism or controlled substance abuse, as determined by a doctormutually acceptable to the Bank and Executive, and continuing failure byExecutive to commence and pursue with due diligence appropriate treatment forsame in accordance with such doctor’s recommendations; dishonesty;insubordination or willful failure to discharge assigned duties; harassment offellow employees or customers of the Bank; violation of the conflict ofinterest policy of the Bank or its subsidiaries; theft; possession ofunauthorized weapons or firearms (loaded or unloaded) on the premises of theBank or its subsidiaries; or conviction of a criminal offense constituting afelony.  If Executive is terminatedunder this provision, Executive shall not be entitled to receive any paymentsunder this Agreement.

 

5.    Executive TerminationWindow.  If Executive is employed bythe successor entity following a Change in Control in accordance with Section4, above, during the period commencing with the 25th month followinga Change in Control through the 30th month following a Change inControl, Executive may terminate her Employment Agreement by delivering writtennotice to the successor entity.  IfExecutive does so regardless of whether Executive had good reason to terminatethis Agreement, the successor entity will pay Executive a single cash paymentin an amount equal to Executive’s Total Compensation for the prior twelve (12)months period.  If Executive elects toterminate her employment under this paragraph, her termination of employmentshall be deemed voluntary and Executive shall not therefore be entitled to anyadditional benefit under the Severance Pay Agreement.

 

6.    Other Benefits.  Payments under this Agreement shall be inaddition to any payments to which Executive may be entitled to receive underthe terms of a separate Severance Pay Agreement.

 
| PACIFIC  NORTHWEST BANK |                             | EXECUTIVE |
|-------------------------|----------------------------------|-----------|
|                    |                             |      |   |   |
|                    |                             |      |   |   |
|                    |                             |      |   |   |
| By:                     | /s/  Patrick M. Fahey       |      | By: | /s/  Bette J. Floray |
|                    | Patrick M.  Fahey, President/CEO |      |   | Bette J.  Floray, Executive Vice |
|                    |                             |      |   | President/Chief  Financial Officer |