in any and all employee welfare and health benefit plans
and other employee benefit plans, including but not limited to qualified pension
plans established by Pacific from time to time for the benefit of all full-time
employees of Pacific.
Consultant shall be required to comply with the
conditions attendant to coverage by such plans and shall comply with and be
entitled to benefits only in accordance with the terms and conditions of such
plans as they may be amended from time to time.
Nothing herein contained shall
be construed as requiring Pacific to establish or continue any particular
benefit plan in discharge of its obligations under this Agreement.
4.
Duties.
Consultant will perform the duties assigned to her from time to
time by the Chief Executive Officer of Pacific and the President of Pacific
Northwest Bank Oregon.
These duties will include, without limitation, the
following:
A)
CONSULTANT WILL ADVISE AND CONSULT WITH THE CHIEF EXECUTIVE
OFFICER OF PACIFIC AND THE PRESIDENT OF PACIFIC NORTHWEST BANK OREGON ON AN
AS-NEEDED BASIS ONLY ON ISSUES RELATING TO CORPORATE HISTORY, DOCUMENTATION AND
THE OPERATIONS OF BANK OF THE NORTHWEST PRIOR TO THE MERGER.
B)
CONSULTANT WILL SERVE AS SECRETARY TO THE OREGON ADVISORY
BOARD OF PACIFIC NORTHWEST BANK.
DURING THE TERM, CONSULTANT AGREES TO DEVOTE SUCH TIME AS NECESSARY TO DISCHARGE
THE DUTIES ASSIGNED TO HER AND TO USE HER BEST EFFORTS TO PERFORM SUCH DUTIES
FAITHFULLY AND EFFICIENTLY.
HOWEVER, IT IS UNDERSTOOD THAT THE TIME REQUIRED TO
COMPLETE THESE DUTIES WILL BE LIMITED AND STRUCTURED TO PERMIT CONSULTANT TO BE
OTHERWISE EMPLOYED ON A FULL-TIME BASIS. IF THE TIME REQUIREMENTS ARE
SIGNIFICANTLY GREATER THAN CONTEMPLATED, CONSULTANT'S COMPENSATION WILL BE
ADJUSTED BY AGREEMENT BETWEEN PACIFIC AND CONSULTANT.
5.
Termination.
A)
TERMINATION BY PACIFIC FOR CAUSE.
IF, BEFORE THE END OF THE
TERM, PACIFIC TERMINATES CONSULTANT'S EMPLOYMENT FOR CAUSE OR CONSULTANT
TERMINATES HER EMPLOYMENT WITHOUT GOOD REASON (DEFINED BELOW), PACIFIC WILL PAY
CONSULTANT, IN A LUMP SUM, THE COMPENSATION TO WHICH SHE WOULD BE ENTITLED TO
RECEIVE FOR THE BALANCE OF THE TERM UNDER SECTION A).
B)
OTHER TERMINATION BY PACIFIC.
IF, BEFORE THE END OF THE
TERM, PACIFIC TERMINATES CONSULTANT'S EMPLOYMENT WITHOUT CAUSE OR CONSULTANT
TERMINATES HER EMPLOYMENT FOR GOOD REASON (DEFINED BELOW), PACIFIC WILL PAY
CONSULTANT A LUMP SUM PAYMENT IN AN AMOUNT EQUAL TO THE COMPENSATION SHE WOULD
HAVE RECEIVED FOR THE BALANCE OF THE TERM IF HER EMPLOYMENT HAD NOT TERMINATED,
AND PACIFIC WILL CONTINUE CONSULTANT'S COVERAGE UNDER ALL EMPLOYEE WELFARE AND
HEALTH BENEFIT PLANS AS IN EFFECT ON THE TERMINATION DATE (OR PROVIDE CONSULTANT
WITH EQUIVALENT BENEFITS) THROUGH THE EXPIRATION OF THE TERM.
C)
DEATH OR DISABILITY.
THIS AGREEMENT TERMINATES (1) IF
CONSULTANT DIES OR (2) IF CONSULTANT IS UNABLE TO PERFORM HER DUTIES AND
OBLIGATIONS UNDER THIS AGREEMENT FOR A PERIOD OF 90 DAYS AS A RESULT OF A
PHYSICAL OR MENTAL DISABILITY ARISING AT ANY TIME DURING THE TERM OF THIS
AGREEMENT, UNLESS WITH REASONABLE ACCOMMODATION CONSULTANT COULD CONTINUE TO
PERFORM HER DUTIES UNDER THIS AGREEMENT AND