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**Exhibit 10(l)**

 

**Requires Review of Bank Counsel**

 

**EXECUTIVE/DIRECTOR LONG TERM CARE AGREEMENT**

 

THISAGREEMENT, effective January 1, 2002 is made and entered into, by and betweenFirst Community Bank and First Community Financial Group, (collectively, the ACompany@),and                                      , an Executive/Director of the Company (hereinafter, the “Participant”).

 

**WITNESSETH:**

 

WHEREAS, it isthe consensus of the Board of Directors (hereinafter, the ABoard@) that theParticipant’s services to the Company are of exceptional merit and constitutean invaluable contribution to the general welfare of the Company; and

 

WHEREAS, it isin the best interests of the Company to encourage the Participant=s continuedservice to Company during the Participant=s lifetime or until the age ofretirement; and

 

WHEREAS, it isthe desire of the Company that the Participant=s services be retained as hereinprovided; and

 

WHEREAS, theParticipant is willing to continue to serve the Company provided the Companyagrees to pay the Participant certain benefits in accordance with the terms andconditions hereinafter set forth;

 

ACCORDINGLY,it is the desire of the Company and the Participant to enter into thisAgreement under which the Company will agree to make certain payments on behalfof the Participant pursuant to this Agreement;

 

NOW,THEREFORE, in consideration of services performed in the past and to beperformed in the future as well as of the mutual promises and covenants hereincontained it is agreed as follows:

 

**I.              SERVICE**

 

TheParticipant will continue to serve the Company in the capacity of Executive orBoard Director, assuming such duties and responsibilities as are appropriate tothat office, and with such compensation as provided in Executive=s EmploymentAgreement; and for Directors, such compensation as may be determined from timeto time by the Board.

 

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## ** **

**Executive/DirectorLong Term Care Agreement**

 

**II.            LONG TERM CARE****benefit**

 

The Companyhereby agrees:

 

1.             To pay the initialsingle premium for the Long Term Care policy described herein below on behalfof the Participant:

 

Insurer:

 

Policy Number:

 

2.             That,subject to Paragraph IV, the sole ownership of said policy shall reside withthe Participant for the Participant=s sole use and benefit.

## ** **

## **III.           TERMINATION OF THIS AGREEMENT**

For purposesof this Agreement, the term service shall refer to service as aExecutive/Director of the Company, and the phrase A years of service@ shall bemeasured in full years from the date of this Agreement (unless noted otherwise)to the date of Participant=s termination. If the Participant=s serviceterminates for any reason other than one of those listed immediately below,then the Participant shall pay to the Company the amount set forth in theschedule that follows:

 

**Termination events that exempt Participantfrom any obligation to reimburse**:

1.     Terminationfor any reason following ten years from the effective date of this Agreement;

2.     Death;

3.     Disability;

4.     Retirementwith at least 10 years of service and minimum age of 55; or retirement at age65 for Executives and age 70        for Directors;

5.     Terminationfor 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) anyperson, 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 moreof the combined voting power of the Company’s then outstanding securities; or(ii) an agreement is approved for the sale or disposition of all orsubstantially all of the Company’s assets; or (iii) during any period of twoconsecutive years, individuals who at the beginning of such period constitutethe Board of Directors of Company cease for any reason to constitute at least amajority thereof unless the election, or the nomination for election bystockholders, of each new director was approved by a vote of at

 

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least two-thirds of thedirectors then still in office who were directors at the beginning of theperiod.

6.     Executive termination by the Company without cause, or byexecutive participant for good reason, as defined in Employment Agreement.

 

**Reimbursement Obligation of Participants notexempted**:

 

For theDirector, 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 oreimburse shall be reduced by 10% of the Single Premium.  For the Executive, the reimbursement amountshall be due and payable within thirty (30) days from the date the Executivebegins competing with the Company following termination of service.  To facilitate prompt reimbursement, the Companymay off-set against any amounts it owes to a terminatedExecutive/Director.  This agreementshall automatically terminate upon full reimbursement

 

**IV.           MISCELLANEOUS**

 

A.    Alienabilityand Assignment Prohibition:

The Participant shall have no power or rightto transfer, assign, anticipate, hypothecate, mortgage, commute, modify orotherwise encumber in advance any of the benefits payable hereunder nor shallany of said benefits be subject to seizure for the payment of any debts,judgments, alimony or separate maintenance owed by the Participant or theParticipant=s beneficiary(ies), nor be transferable by operation of law in theevent of bankruptcy, insolvency or otherwise. In the event that the Participant or any beneficiary attemptsassignment, commutation, hypothecation, transfer or disposal of the benefitshereunder, the Company’s liabilities shall forthwith cease and terminate.

B.    Amendmentor Revocation:

This Plan may be amended or revoked at anytime, in whole or in part, by the mutual written consent of the Participant andthe Company.

C.    Gender:

Whenever in this Participant Plan words areused in the masculine or neuter gender, they shall be read and construed as inthe masculine, feminine or neuter gender, whenever they should so apply.

 

D.    FringeBenefit; Effect on Other Company Benefit Plans:

The long term care benefits provided by thisAgreement are granted by the Company as a fringe benefit to the Participant andare not part of any fee reduction plan or arrangement deferring fees or othercompensation.

 

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The Participant does not have a right to anyform of compensation instead of these long-term care benefits.

Nothing contained in this Participant Planshall affect the right of the Participant to receive any other benefit orcompensation that constitutes a part of the Company’s existing or futurebenefit or compensation structure.

E.     Headings:

Headings and subheadings in this Agreementare for reference and convenience only and shall not be deemed a part of thisAgreement.

F.     ApplicableLaw:

The laws of the State of Washington shallgovern the validity and interpretation of this Agreement.

G.    PartialInvalidity:

If any term, provision, covenant, orcondition of this Agreement is determined by an arbitrator or a court, as thecase may be, to be invalid, void, or unenforceable, such determination shallnot render any other term, provision, covenant, or condition invalid, void, orunenforceable, and the Agreement shall remain in full force and effectnotwithstanding such partial invalidity.

H.    Continuationas Participant:

Neither this Agreement nor the payments ofany benefits hereunder are to be construed as giving to the Participant anyright to be retained as a Executive/Director or an employee of the Company.

 

In witness whereof, theparties hereto acknowledge that each has carefully read this Agreement andexecuted the original thereof on the first date set forth hereinabove, andthat, upon execution, each has received a conforming copy.

 
| **PARTICIPANT:**     | **COMPANY:** |
|----------------------|--------------|
|                 |         |
| Print Name /  Title: |         |   | Print Name /  Title: |   |
|                 |         |
| Signature:           |         |   | Signature: |   |
|                 |         |
| Date:                |         |   | Date: |   |
|                      |              |  |  |  |  |  |  |  |

 

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