4. Employee shall receive whatever accrued and vested benefits he is entitled to receive under theterms of Employer’s Retirement /401(k) Plan, according to the terms of that Plan and as soon aspracticable after the effective date of this Agreement. Employer shall, to the extent reasonablypracticable, deliver such benefits to the rollover account Employee designates. Employee may leavehis current vested 401 (k) benefits in Employer’s Plan; however, Employee may not make anycontributions to the 401(k) Plan after the Resignation Date. Contributions will not be made to thisPlan 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 possessionor 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 OregonEmployment Division that Employee resigned at Employer’s request and Employer will not contestEmployee’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 disclosethe terms of this Agreement to its officers and managers. Either party may disclose the terms ofthis Agreement to their respective attorneys, accountants, financial advisers, auditors, or similaradvisors, or in response to government requests. Third persons informed of the terms of thisAgreement shall in turn be advised of this confidentiality provision and requested to maintain suchconfidentiality. Notwithstanding any contrary provision of this paragraph, Employer may disclosethe terms and content of this Agreement pursuant to (i) all bank and bank holding companyregulatory authorities charged with supervision of the business of Employer pursuant to applicablebanking laws and regulations; and (ii) the requirements of the Securities Act of 1933 and theSecurities Exchange Act of 1934, in each case as amended and in each case including the regulationspromulgated thereunder.8. Employee agrees that he will hold Employer’s Confidential Information in strict confidence, andnot disclose or use it at any time except as authorized by the Employer. If anyone tries to compelEmployee to disclose any of Employer’s “Confidential Information” by subpoena, discovery orotherwise, he will immediately notify the Employer prior to making any disclosures. “ConfidentialInformation” includes, without limitation, any information in whatever form that the Employerconsiders to be confidential and/or proprietary information relating to Employer’s or any of itscustomer’s trade secrets, know-how, methods, products and services, content and technologydevelopment 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 Employerdated April 16, 2008 (“Employment Agreement”) is hereby terminated except for post-terminationobligations, as amended by paragraph 12 below. Employee further acknowledges that (i) the ExecutiveSalary Continuation Agreement effective December 1, 2006, as amended, (ii) Employee’s rightsarising under any and all equity compensation arrangements of the Company; and (iii) all other oralor written agreements, arrangements or understandings between Employee and Employer, are herebyterminated and Employee acknowledges by executing this Agreement that he waives all rights to anypayments, securities and benefits provided for therein. The preceding sentences of this paragraphshall not operate to discharge the rights or obligations of Employee or Employer under (a) thisAgreement (including the provisions of this Agreement that expressly cause the provisions of otheragreements to continue in effect); (b) the rights of Employee to indemnification for acts oromissions pursuant to the articles of incorporation or bylaws of the Bank or the Company (subjectto limitations on enforceability of such obligations as may arise under applicable banking laws andregulations and under the Oregon Bank Act or the Oregon Business Corporation Act, as the case maybe); or (c) such deposit and loan arrangements as may now exist between the Bank and Employee whichare 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 thebenefits Employee is otherwise entitled to receive, Employee and his successors and assigns foreverrelease and discharge Employer, any of Employer’s parent, subsidiary or related companies, anyEmployer-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 ofhis employment, on behalf of himself, known, unknown, or later discovered which arose prior to thedate Employee signs this Agreement. This release includes but is not limited to, any Claims underthe Employment Agreement, any oral or written agreements, arrangements or understandings betweenEmployee 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 theEmployee Retirement Income Security Act, or Claims alleging any legal restriction on Employer’sright to terminate its employees, any Claims Employee has relating to his rights to or against anyof the Benefit Plans, or personal injury Claims, including without limitation wrongful discharge,compensation, wages (including overtime, minimum wage, penalty wages), benefits, breach ofcontract, defamation, tortuous interference with business expectancy, constructive discharge, orinfliction of emotional distress. Employee represents that he has not filed any Claim againstEmployer or its Releasees, and that he will not do so at any time in the future concerning Claimsreleased in this Agreement.
 

 
11. By signing this Agreement, Employee affirmatively represents that he has not filed any claimagainst Employer or any of its Releasees, and is affirming that he will not file any claim releasedin this Agreement in the future. Employee will not, however, be prohibited from filing a claim toenforce the terms of this Agreement. In addition, to the extent required by law, Employee is notprohibited from filing or participating in an administrative claim with the Equal EmploymentOpportunity Commission (“EEOC”), but because Employee is receiving severance under this Agreementhe waives any right to receive monetary relief as a result of any EEOC proceeding or subsequentindividual or EEOC lawsuits.12. As a material inducement for Employee to enter into this Agreement and in exchange for thebenefits Employee has given Employer under this Agreement, Employer and its successors and assignsforever 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 itwill 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 thisAgreement.13. Employee understands and acknowledges the significance and consequences of this Agreement, thatit is voluntary, that it has not been given as a result of any coercion, and expressly confirmsthat it is to be given full force and effect according to all of its terms, including thoserelating to unknown Claims. Employee was hereby advised of his right to seek the advice of anattorney prior to signing this Agreement. Employee acknowledges that he has signed this Agreementonly after full reflection and analysis. Although Employee is free to sign this Agreement beforethen, Employee acknowledges he was given at least 21 days after receipt of this document in whichto consider it and seven days after signing it to revoke it. Employee may revoke this Agreementseven (7) days after signing it and forfeit all benefits described in paragraphs 2, 3, 4, 5, 8 and12 of this Agreement by sending written notice of his intent to revoke to: Tamera Bhatti, VicePresident 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 Periodas a result of negotiations between the parties does not restart the running of the ConsiderationPeriod.14. This Agreement shall not be construed as an admission by Employer that it acted wrongfully withrespect to Employee.15. If any of the provisions of this Agreement are held to be invalid or unenforceable, theremaining provisions will nevertheless continue to be valid and enforceable.
 

 
16. This Agreement represents and contains the entire understanding between the parties inconnection with its subject matter. All other prior written or oral agreements or understandingsare merged into and superseded by this Agreement. Employee acknowledges that in signing thisAgreement, he has not relied upon any representation or statement not set forth in this Agreementmade by Employer or any of its representatives.17. If any suit or action is filed by either party to enforce this Agreement or otherwise withrespect to the subject matter hereof, the prevailing party shall be entitled to recover reasonableattorney fees incurred in preparation or in prosecution or defense of such suit or action as fixedby the trial court, and if any appeal is taken from the decision of the trial court, reasonableattorney fees as fixed by the appellate court.18. This Agreement is made and shall be construed and performed under the laws of the State ofOregon.Dated this 7th day of October 2008