ex10-10employmentbrown.htm


    


     

    PACIFIC
CONTINENTAL

     

    EMPLOYMENT
AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT (“Agreement”), dated and signed as of November 9, 2007, is
entered into between PACIFIC CONTINENTAL BANK (“Bank”), PACIFIC CONTINENTAL
CORPORATION (“Corporation”) and HAL M. BROWN (“Executive”).

     

    RECITALS

     

    
      	
              A.  

            	
              Executive
      currently serves as Chief Executive Officer of the Bank and the
      Corporation.

            


    

     

    
      	
              B.  

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

            


    

     

    
      	
              C.  

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

            


    

     

    
      	
              D.  

            	
              This
      Agreement supersedes 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 the Corporation agree to employ Executive, and Executive accepts
      employment by the Bank and the Corporation on the terms and conditions set
      forth
      in this Agreement. Executive's title will be Chief Executive
      Officer of the Bank and the
Corporation.

            


    

     

    
      	
               
      

            	
              2. Term. The term of this
      Agreement (“Term”) commences from the date hereof and expires on April 30,
      2010, 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
      10.

            


    

    


     

    
      	
              a.  

            	
              Each
      year, commencing in 2008, 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 2008, then this
      Agreement shall expire on April 30, 2011 rather than April 30, 2010, and
      if the Term is subsequently extended at the
      annual meetings in 2009, then this Agreement shall accordingly expire on
      April 30, 2012.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              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 Bank (excluding Executive, if the
      Executive serves on the Board of Directors) 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 to 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 Bank (excluding Executive, if the Executive
      serves on the Board of Directors) elect to extend the Term for one
      additional year and Executive agrees to such
  extension.

            


    

     

    
      	
              3.  

            	
              Duties. The Corporation
      and Bank will employ Executive as its Chief Executive Officer. Executive
      will faithfully and diligently perform his assigned duties, which are as
      follows:

            


    

     

    
      	
               
      

            	
              a.
      Performance.
      Executive will be responsible for establishing and executing the strategic
      objectives for the Bank and the Corporation.  Executive will
      direct the President of the Bank and the Corporation, and together they
      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 manner consistent with the 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.  

            	
              Development and
      Preservation of Investor Awareness. Executive will be responsible
      for the development and preservation of the Corporation’s retail and
      institutional investor relations.

            


    

     

    
      	
              d.  

            	
              Report to
      Board. Executive will report directly to the Corporation’s and
      Bank’s boards of directors..

            


    

     

    
      	
              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
      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. Executive will
      initially receive an annual base salary of $290,000, 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 incentive compensation to be paid by the Bank to
      Executive for that year. Such incentive compensation 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 incentive compensation will be paid to
      Executive no later than March 31 of the year following the year in which
      the incentive compensation 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 six (6) weeks of paid vacation
      each year. Each year, Executive may carry over up to three (3) 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
      (SERP). Neither the Bank nor Corporation though this Agreement obligates
      itself to make any particular benefits available to its
      employees.

            


    

     

    
      	
              c.  

            	
              Business
      Expenses. The bank 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.  Additionally, and immediately upon
      termination, all equity grants that are vested and all equity grants not
      yet vested shall terminate and may no longer be
  exercised.

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              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 100% of the potential incentive compensation 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. Additionally, all unvested
      equity grants will become immediately vested upon
      termination.  All equity awards other than options shall be
      settled immediately.  All vested options, including any
      accelerated vesting as a result of termination, shall expire on, if not
      exercised before, the earlier of (i) the same day of the third month after
      the date of termination, or (ii) the expiration date of the option
      provided in the award agreement.  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. Additionally, all unvested equity grants will become
      immediately vested upon Death or Disability.  All equity awards
      other than options shall be settled immediately.  All vested
      options, including any accelerated vesting as a result of Death or
      Disability, shall expire on, if not exercised before, the earlier of (i)
      one year after the date of Death or Disability, or (ii) the expiration
      date of the option provided in the award
  agreement.

            


    

     

    
      	
              d.  

            	
              Return of Bank
      Property. If and when Executive ceases, for any reason, to be
      employed by the Bank or 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 the 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:

     

    
      	
               
      

            	
              (1)

            	
              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 Bank) 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, without Executive’s consent, 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, currently 222 S.W. Columbia, Portland,
  OR,.

            


    

     

    
      	
               
      

            	
              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.

            	
              Payment
      Triggers. 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;

            


    

     

    
      	
              (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 law to announce a prospective Change in
      Control of the Bank and/or the
Corporation;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (4)  

            	
              A
      "Comparable Position" means the position of President and Chief Operating
      Officer 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 and
      one-half (2.5) 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 incentive compensation, as described in
      Section 6. 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.  Additionally, if
      Executive's employment is terminated pursuant to Section 10(a), all
      unvested equity grants will become immediately vested upon closing of the
      Change in Control or termination of employment, whichever is
      later.  All equity awards other than options shall be settled
      immediately.  All vested options, including any accelerated
      vesting as a result of termination or Change in Control, shall expire on,
      if not exercised before, the earlier of (i) the same day of the third
      month after the date of termination, or (ii) the expiration date of the
      option provided in the award
agreement.

            


    

     

    
      	
               
      

            	
              c.

            	
              Limitations on
      Payments Related to Change in Control. 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.

            


    

     

    
      	
               
      

            	
              d.

            	
              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.

            


    

     

     

    
      	
              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 Bank or Corporation or to otherwise direct any
      portion of his/her business away from the Bank or
    Corporation.

            


    

     

    
      	
              13.  

            	
              Injunctive
      Relief.  Executive acknowledges that the Corporation and
      the Bank would be irreparably harmed if Executive breaches any of its
      obligations under Sections 11 or 12 and that, in light of all of the facts
      and circumstances of the relationship between Executive, the Corporation
      and the Bank, the obligations referred to in Sections 11 and 12 are fair
      and reasonably necessary for the protection of the Corporation’s and the
      Bank's confidential information, goodwill and other protectable
      interests..  Accordingly Executive agrees that in the event of a
      breach or threatened breach thereof, the Corporation and/or the Bank shall
      be entitled to injunctive relief to prevent such breach and to secure
      enforcement (which shall be in addition to any other rights or remedies
      available to the Corporation or the Bank) and neither the Corporation nor
      the Bank shall not be required to post a bond as a condition for the
      granting of this relief..  In addition, if a court, arbitrator
      or other person called upon to adjudicate a dispute involving the
      foregoing Sections 11 or 12 finds that the obligations thereunder are not
      enforceable under applicable law because they are too broad in any
      respect, then the court, arbitrator or other person may revise the
      obligations to the minimum extent necessary to make such obligations
      enforceable.

            


    

     

     

    
      	
              14.  

            	
              Covenants. Executive
      specifically acknowledges the receipt of adequate consideration for the
      covenants contained in Sections 11 and 12 and that the Corporation and/or
      the Bank are 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 Agreements among the parties dated April 15,
      2005 and May 16, 2006.

            


    

     

    
      	
               
      

            	
              b.

            	
              Binding Effect.
      This Agreement will bind and inure to the benefit of the Bank’s,
      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.

            


    

     

    
      	
               
      

            	
              d.

            	
              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.

            


    

     

    
      	
               
      

            	
              f.

            	
              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:
November 9, 2007

    


    


    


    EXECUTIVE:

    /s/
Hal M. Brown

    Hal M. Brown

    


    


    


    


    


    PACIFIC
CONTINENTAL BANK:

         /s/ Robert
Ballin

    By:           Robert
Ballin

    Chairman of the Board

    


    


    


    


    PACIFIC
CONTINENTAL CORPORATION:

                                              /s/Rober
Ballin

    By:           Robert
Ballin

    Chairman
of the Board