Exhibit 10(l)









 




Exhibit 10(l)




 




Requires Review of Bank Counsel




 




EXECUTIVE/DIRECTOR LONG TERM CARE AGREEMENT




 




THIS

AGREEMENT, effective January 1, 2002 is made and entered into, by and between

First Community Bank and First Community Financial Group, (collectively, the ACompany@),

and                                      

, an Executive/Director of the Company (hereinafter, the “Participant”).




 




WITNESSETH:




 




WHEREAS, it is

the consensus of the Board of Directors (hereinafter, the ABoard@) that the

Participant’s services to the Company are of exceptional merit and constitute

an invaluable contribution to the general welfare of the Company; and




 




WHEREAS, it is

in the best interests of the Company to encourage the Participant=s continued

service to Company during the Participant=s lifetime or until the age of

retirement; and




 




WHEREAS, it is

the desire of the Company that the Participant=s services be retained as herein

provided; and




 




WHEREAS, the

Participant is willing to continue to serve the Company provided the Company

agrees to pay the Participant certain benefits in accordance with the terms and

conditions hereinafter set forth;




 




ACCORDINGLY,

it is the desire of the Company and the Participant to enter into this

Agreement under which the Company will agree to make certain payments on behalf

of the Participant pursuant to this Agreement;




 




NOW,

THEREFORE, in consideration of services performed in the past and to be

performed in the future as well as of the mutual promises and covenants herein

contained it is agreed as follows:




 




I.              SERVICE




 




The

Participant will continue to serve the Company in the capacity of Executive or

Board Director, assuming such duties and responsibilities as are appropriate to

that office, and with such compensation as provided in Executive=s Employment

Agreement; and for Directors, such compensation as may be determined from time

to time by the Board.




 





























 




Executive/Director

Long Term Care Agreement




 




II.            LONG TERM CARE benefit




 




The Company

hereby agrees:




 




1.             To pay the initial

single premium for the Long Term Care policy described herein below on behalf

of the Participant:




 




Insurer:




 




Policy Number:




 




2.             That,

subject to Paragraph IV, the sole ownership of said policy shall reside with

the Participant for the Participant=s sole use and benefit.




 




III.           TERMINATION OF THIS AGREEMENT




For purposes

of this Agreement, the term service shall refer to service as a

Executive/Director of the Company, and the phrase A years of service@ shall be

measured in full years from the date of this Agreement (unless noted otherwise)

to the date of Participant=s termination. If the Participant=s service

terminates for any reason other than one of those listed immediately below,

then the Participant shall pay to the Company the amount set forth in the

schedule that follows:




 




Termination events that exempt Participant

from any obligation to reimburse:




1.     Termination

for any reason following ten years from the effective date of this Agreement;




2.     Death;




3.     Disability;




4.     Retirement

with at least 10 years of service and minimum age of 55; or retirement at age

65 for Executives and age 70
        for Directors;




5.     Termination

for any reason following a Change of Control. For purpose of this Agreement;

“Change in Control” of the Company shall be deemed to have occurred if (i) any

person, firm, corporation, or other business entity, at any time, by merger,

consolidation, purchase or otherwise, is or becomes the “beneficial owner”

directly or indirectly, of securities of the Company representing 50% or more

of the combined voting power of the Company’s then outstanding securities; or

(ii) an agreement is approved for the sale or disposition of all or

substantially all of the Company’s assets; or (iii) during any period of two

consecutive years, individuals who at the beginning of such period constitute

the Board of Directors of Company cease for any reason to constitute at least a

majority thereof unless the election, or the nomination for election by

stockholders, of each new director was approved by a vote of at




 




2





























least two-thirds of the

directors then still in office who were directors at the beginning of the

period.




6.     Executive termination by the Company without cause, or by

executive participant for good reason, as defined in Employment Agreement.




 




Reimbursement Obligation of Participants not

exempted:




 




For the

Director, the reimbursement amount shall be due and payable within thirty (30)

days from the date of service. For each full year of service, the obligation o

reimburse shall be reduced by 10% of the Single Premium.  For the Executive, the reimbursement amount

shall be due and payable within thirty (30) days from the date the Executive

begins competing with the Company following termination of service.  To facilitate prompt reimbursement, the Company

may off-set against any amounts it owes to a terminated

Executive/Director.  This agreement

shall automatically terminate upon full reimbursement




 




IV.           MISCELLANEOUS




 




A.    Alienability

and Assignment Prohibition:




The Participant shall have no power or right

to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or

otherwise encumber in advance any of the benefits payable hereunder nor shall

any of said benefits be subject to seizure for the payment of any debts,

judgments, alimony or separate maintenance owed by the Participant or the

Participant=s beneficiary(ies), nor be transferable by operation of law in the

event of bankruptcy, insolvency or otherwise. 

In the event that the Participant or any beneficiary attempts

assignment, commutation, hypothecation, transfer or disposal of the benefits

hereunder, the Company’s liabilities shall forthwith cease and terminate.




B.    Amendment

or Revocation:




This Plan may be amended or revoked at any

time, in whole or in part, by the mutual written consent of the Participant and

the Company.




C.    Gender:




Whenever in this Participant Plan words are

used in the masculine or neuter gender, they shall be read and construed as in

the masculine, feminine or neuter gender, whenever they should so apply.




 




D.    Fringe

Benefit; Effect on Other Company Benefit Plans:




The long term care benefits provided by this

Agreement are granted by the Company as a fringe benefit to the Participant and

are not part of any fee reduction plan or arrangement deferring fees or other

compensation.




 




3





























 




The Participant does not have a right to any

form of compensation instead of these long-term care benefits.




Nothing contained in this Participant Plan

shall affect the right of the Participant to receive any other benefit or

compensation that constitutes a part of the Company’s existing or future

benefit or compensation structure.




E.     Headings:




Headings and subheadings in this Agreement

are for reference and convenience only and shall not be deemed a part of this

Agreement.




F.     Applicable

Law:




The laws of the State of Washington shall

govern the validity and interpretation of this Agreement.




G.    Partial

Invalidity:




If any term, provision, covenant, or

condition of this Agreement is determined by an arbitrator or a court, as the

case may be, to be invalid, void, or unenforceable, such determination shall

not render any other term, provision, covenant, or condition invalid, void, or

unenforceable, and the Agreement shall remain in full force and effect

notwithstanding such partial invalidity.




H.    Continuation

as Participant:




Neither this Agreement nor the payments of

any benefits hereunder are to be construed as giving to the Participant any

right to be retained as a Executive/Director or an employee of the Company.




 




In witness whereof, the

parties hereto acknowledge that each has carefully read this Agreement and

executed the original thereof on the first date set forth hereinabove, and

that, upon execution, each has received a conforming copy.




 




	

  PARTICIPANT:


  	

  COMPANY:


  
	

   


  	

   


  
	

  Print Name /

  Title: 


  	

   


  	

   


  	

  Print Name /

  Title: 


  	

   


  
	

   


  	

   


  
	

  Signature:


  	

   


  	

   


  	

  Signature:


  	

   


  
	

   


  	

   


  
	

  Date: 


  	

   


  	

   


  	

  Date: 


  	

   


  
									





 




4