exv10w14






Exhibit 10.14




SEVERANCE AND RELEASE AGREEMENT



THIS SEVERANCE AND RELEASE AGREEMENT (“Agreement”) is between Roger L. Christensen (“Employee”) and
each of Columbia Bancorp (“Company”) and its wholly owned subsidiary, Columbia River Bank (the
“Bank,” and collectively with the Company, “Employer”), and is effective eight days after Employee
executes this Agreement (“Effective Date”).



The parties to this Agreement wish to set forth clearly the terms and conditions of Employee’s
departure from his employment, acknowledging certain limitations on benefits that might otherwise
accrue to Executive under pre-existing contractual arrangements, the effect of which is limited by
certain federal and state banking laws, regulations and pending regulatory proceedings applicable
to Employer and its compensation arrangements.



In consideration of the mutual covenants set forth herein and for other valuable consideration, the
receipt and sufficiency of which are acknowledged, the patties agree as follows:



1. Employee resigned his position as Employer’s Chief Executive Officer effective October 6, 2008
(the “Resignation Date”). Employee will be paid his base salary (as defined in Section 4.1 of
Employee’s 2008 Employment Agreement, “Base Salary”) through the Resignation Date less all lawful
or required deductions. Employee’s payment pursuant to this Paragraph 1 shall include pay for any
earned but unused vacation.



2. Employer will pay Employee his Base Salary ($260,000) through December 11, 2008 as severance pay
and in consideration of the other terms of this Agreement. This amount shall be paid, less all
lawful or required deductions, ratably on the Employer’s regular pay dates in the form of direct
deposit previously on file with Employer. Subject to the approval of the Company’s and the Bank’s
banking regulators, on or about January 2, 2009, Employer will pay Employee the balance outstanding
under Employee’s Executive Bonus Deferral Agreement effective January 1, 2005, less all lawful or
required deductions.



3. After the Effective Date of this Agreement, Employee or his covered dependents may elect to pay
for COBRA medical and dental insurance continuation coverage for himself and/or his covered
dependents for the time period and under such conditions as are provided by COBRA, and Employee may
elect to convert any of his other group insurance coverage to individual policies and self pay for
such coverage according to any individual conversion privileges contained in such plans. Employer
agrees to pay the premium for Employee’s continuation coverage for medical insurance during the
period following Employee’s Resignation Date in which Employee will receive continuing salary
payments pursuant to Section 2.




 









 







4. Employee shall receive whatever accrued and vested benefits he is entitled to receive under the
terms of Employer’s Retirement /401(k) Plan, according to the terms of that Plan and as soon as
practicable after the effective date of this Agreement. Employer shall, to the extent reasonably
practicable, deliver such benefits to the rollover account Employee designates. Employee may leave
his current vested 401 (k) benefits in Employer’s Plan; however, Employee may not make any
contributions to the 401(k) Plan after the Resignation Date. Contributions will not be made to this
Plan on behalf of Employee based on the payments that are made under this Agreement.



5. No later than the Resignation Date, Employee will return all Employer property in his possession
or under his control, including but not limited to the Employer-provided automobile and all keys,
credit cards, files, documents, cellular phones, pagers and laptop computers.



6. If Employee files for unemployment compensation benefits, Employer will inform the Oregon
Employment Division that Employee resigned at Employer’s request and Employer will not contest
Employee’s eligibility for unemployment compensation.



7. The parties will use reasonable efforts to keep the terms of this Agreement confidential.
Employee may disclose the terms of this Agreement to his immediate family. Employer may disclose
the terms of this Agreement to its officers and managers. Either party may disclose the terms of
this Agreement to their respective attorneys, accountants, financial advisers, auditors, or similar
advisors, or in response to government requests. Third persons informed of the terms of this
Agreement shall in turn be advised of this confidentiality provision and requested to maintain such
confidentiality. Notwithstanding any contrary provision of this paragraph, Employer may disclose
the terms and content of this Agreement pursuant to (i) all bank and bank holding company
regulatory authorities charged with supervision of the business of Employer pursuant to applicable
banking laws and regulations; and (ii) the requirements of the Securities Act of 1933 and the
Securities Exchange Act of 1934, in each case as amended and in each case including the regulations
promulgated thereunder.



8. Employee agrees that he will hold Employer’s Confidential Information in strict confidence, and
not disclose or use it at any time except as authorized by the Employer. If anyone tries to compel
Employee to disclose any of Employer’s “Confidential Information” by subpoena, discovery or
otherwise, he will immediately notify the Employer prior to making any disclosures. “Confidential
Information” includes, without limitation, any information in whatever form that the Employer
considers to be confidential and/or proprietary information relating to Employer’s or any of its
customer’s trade secrets, know-how, methods, products and services, content and technology
development plans, marketing plans, databases, copyrights, trademarks, trade dress, software
(including source code and object code), procedures, purchasing, accounting, marketing, sales,
customers, advertisers, suppliers, financial status, contracts or employees.




 









 







9. Employee acknowledges and agrees that the Ernploynent Agreement between Employee and Employer
dated April 16, 2008 (“Employment Agreement”) is hereby terminated except for post-termination
obligations, as amended by paragraph 12 below. Employee further acknowledges that (i) the Executive
Salary Continuation Agreement effective December 1, 2006, as amended, (ii) Employee’s rights
arising under any and all equity compensation arrangements of the Company; and (iii) all other oral
or written agreements, arrangements or understandings between Employee and Employer, are hereby
terminated and Employee acknowledges by executing this Agreement that he waives all rights to any
payments, securities and benefits provided for therein. The preceding sentences of this paragraph
shall not operate to discharge the rights or obligations of Employee or Employer under (a) this
Agreement (including the provisions of this Agreement that expressly cause the provisions of other
agreements to continue in effect); (b) the rights of Employee to indemnification for acts or
omissions pursuant to the articles of incorporation or bylaws of the Bank or the Company (subject
to limitations on enforceability of such obligations as may arise under applicable banking laws and
regulations and under the Oregon Bank Act or the Oregon Business Corporation Act, as the case may
be); or (c) such deposit and loan arrangements as may now exist between the Bank and Employee which
are entered into and maintained in compliance with Federal Reserve Board Regulation 0.



10. In exchange for the consideration granted under this Agreement, which is in addition to the
benefits Employee is otherwise entitled to receive, Employee and his successors and assigns forever
release and discharge Employer, any of Employer’s parent, subsidiary or related companies, any
Employer-sponsored employee benefit Plans in which Employee participates, or was participating in
(collectively the “Benefit Plans”), and all of their respective officers, members, managers,
partners, directors, trustees, agents, employees, and all of their successors and assigns
(collectively “Releasees”) from any and all claims, actions, causes of action, rights, or damages,
including costs and attorneys’ fees (collectively “Claims”) which Employee may have arising out of
his employment, on behalf of himself, known, unknown, or later discovered which arose prior to the
date Employee signs this Agreement. This release includes but is not limited to, any Claims under
the Employment Agreement, any oral or written agreements, arrangements or understandings between
Employee and Employer, any local, state, or federal laws prohibiting discrimination in employment,
including without limitation the Civil Rights Acts, or the Oregon State Law Against Discrimination,
the Americans with Disabilities Act, the Age Discrimination in Employment Act, or Claims under the
Employee Retirement Income Security Act, or Claims alleging any legal restriction on Employer’s
right to terminate its employees, any Claims Employee has relating to his rights to or against any
of the Benefit Plans, or personal injury Claims, including without limitation wrongful discharge,
compensation, wages (including overtime, minimum wage, penalty wages), benefits, breach of
contract, defamation, tortuous interference with business expectancy, constructive discharge, or
infliction of emotional distress. Employee represents that he has not filed any Claim against
Employer or its Releasees, and that he will not do so at any time in the future concerning Claims
released in this Agreement.




 









 







11. By signing this Agreement, Employee affirmatively represents that he has not filed any claim
against Employer or any of its Releasees, and is affirming that he will not file any claim released
in this Agreement in the future. Employee will not, however, be prohibited from filing a claim to
enforce the terms of this Agreement. In addition, to the extent required by law, Employee is not
prohibited from filing or participating in an administrative claim with the Equal Employment
Opportunity Commission (“EEOC”), but because Employee is receiving severance under this Agreement
he waives any right to receive monetary relief as a result of any EEOC proceeding or subsequent
individual or EEOC lawsuits.



12. As a material inducement for Employee to enter into this Agreement and in exchange for the
benefits Employee has given Employer under this Agreement, Employer and its successors and assigns
forever release and discharge Employee, and any of his heirs, successors, and assigns
(collectively, “Releasees”) from any and all employment-related claims, actions, causes of action,
rights, or damages, including attorneys’ fees (collectively “Claims”) which Employer may have,
known, unknown, or later discovered, which arose prior to the date Employer signs this Agreement.
Employer represents that it has not filed any Claims against Employee or his Releasees, and that it
will not do so at any time in the future concerning Claims released in this Agreement, provided,
however, that this will not limit Employer from filing a Claim to enforce the terms of this
Agreement.



13. Employee understands and acknowledges the significance and consequences of this Agreement, that
it is voluntary, that it has not been given as a result of any coercion, and expressly confirms
that it is to be given full force and effect according to all of its terms, including those
relating to unknown Claims. Employee was hereby advised of his right to seek the advice of an
attorney prior to signing this Agreement. Employee acknowledges that he has signed this Agreement
only after full reflection and analysis. Although Employee is free to sign this Agreement before
then, Employee acknowledges he was given at least 21 days after receipt of this document in which
to consider it and seven days after signing it to revoke it. Employee may revoke this Agreement
seven (7) days after signing it and forfeit all benefits described in paragraphs 2, 3, 4, 5, 8 and
12 of this Agreement by sending written notice of his intent to revoke to: Tamera Bhatti, Vice
President for Human Resources, at the Company’s downtown Vancouver, Washington, executive offices.
Employee and Employer agree that any changes made to this Agreement during the Consideration Period
as a result of negotiations between the parties does not restart the running of the Consideration
Period.



14. This Agreement shall not be construed as an admission by Employer that it acted wrongfully with
respect to Employee.



15. If any of the provisions of this Agreement are held to be invalid or unenforceable, the
remaining provisions will nevertheless continue to be valid and enforceable.




 









 







16. This Agreement represents and contains the entire understanding between the parties in
connection with its subject matter. All other prior written or oral agreements or understandings
are merged into and superseded by this Agreement. Employee acknowledges that in signing this
Agreement, he has not relied upon any representation or statement not set forth in this Agreement
made by Employer or any of its representatives.



17. If any suit or action is filed by either party to enforce this Agreement or otherwise with
respect to the subject matter hereof, the prevailing party shall be entitled to recover reasonable
attorney fees incurred in preparation or in prosecution or defense of such suit or action as fixed
by the trial court, and if any appeal is taken from the decision of the trial court, reasonable
attorney fees as fixed by the appellate court.



18. This Agreement is made and shall be construed and performed under the laws of the State of
Oregon.




Dated this 7th day of October 2008

Columbia River Bank

/s/ Richard E. Betz

Richard E. Betz, Chairman

Columbia Bancorp




Dated this 7th day of October 2008

/s/ Roger L. Christensen

Roger L. Christensen