Exhibit 10.1
EMPLOYMENT AGREEMENT
Daniel J. Durkin
This Employment Agreement ("Agreement") signed October 28, 2002, between PACIFIC
NORTHWEST BANCORP ("Pacific"), PACIFIC NORTHWEST BANK and DANIEL J. DURKIN
("Executive") takes effect on the Effective Date of the Merger of Bank of the
Northwest into Pacific Northwest Bank ("Effective Date").
RECITALS
A.
Pacific and Pacific Northwest Bank have entered into a Plan and
Agreement of Merger ("Plan") with Bank of the Northwest, pursuant to which Bank
of the Northwest will merge into Pacific Northwest Bank ("Merger").
B.
Executive is presently the Chairman and Chief Executive Officer of
Bank of the Northwest.
Pacific and Pacific Northwest Bank wish to retain
Executive's services in the capacity set forth herein following the Merger, and
Executive wishes to accept employment with Pacific and Pacific Northwest Bank in
such capacity following the Merger.
AGREEMENT
The parties agree as follows:
1.)
EMPLOYMENT.
PACIFIC AND PACIFIC NORTHWEST BANK AGREE TO EMPLOY
EXECUTIVE, AND EXECUTIVE AGREES TO ACCEPT EMPLOYMENT WITH PACIFIC AND PACIFIC
NORTHWEST BANK.
DURING THE TERM OF HIS EMPLOYMENT UNDER THIS AGREEMENT,
EXECUTIVE WILL HAVE THE TITLE OF VICE CHAIRMAN OF THE BOARD OF PACIFIC NORTHWEST
BANCORP AND PACIFIC NORTHWEST BANK (HEREAFTER REFERRED TO JOINTLY AS "PACIFIC"
UNLESS PACIFIC NORTHWEST BANK IS SPECIFICALLY MENTIONED) AND CHAIRMAN OF THE
OREGON ADVISORY BOARD OF PACIFIC NORTHWEST BANK.
2.)
EFFECTIVE DATE, TERM AND OFFICE.
A)
EFFECTIVE DATE.
THIS AGREEMENT IS EFFECTIVE AS OF THE EFFECTIVE DATE.
B)
TERM.
THE TERM OF THIS AGREEMENT ("TERM") IS THREE YEARS, BEGINNING ON
THE EFFECTIVE DATE.
C)
ABANDONMENT OF THE MERGER.
IF THE PLAN TERMINATES BEFORE THE EFFECTIVE
DATE, THIS AGREEMENT WILL NOT BECOME EFFECTIVE AND WILL BE VOID.
D)
OFFICE.
DURING THE TERM, EXECUTIVE SHALL RETAIN THE OFFICE OCCUPIED, AND
HAVE ACCESS TO THE STAFF SUPPORT AVAILABLE TO HIM IMMEDIATELY PRECEDING THE
EFFECTIVE DATE, AND THE DUTIES TO BE PROVIDED BY EXECUTIVE AS SET FORTH BELOW
SHALL BE PERFORMED (OTHER THAN ATTENDING BOARD, COMMITTEE AND OTHER MEETINGS AT
PACIFIC'S PRINCIPAL OFFICE IN SEATTLE) AT THE LOCATION WHERE EXECUTIVE WAS
EMPLOYED IMMEDIATELY PRIOR TO THE EFFECTIVE DATE, OR AT ANY OTHER OFFICE OF
PACIFIC IN THE PORTLAND, OREGON METROPOLITAN AREA, WHICH BECOMES THE PRINCIPAL
OFFICE OF PACIFIC IN OREGON.
3.)
DUTIES.
EXECUTIVE WILL PERFORM THE DUTIES ASSIGNED TO EXECUTIVE
FROM TIME TO TIME BY THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER OF
PACIFIC AND PACIFIC NORTHWEST BANK.
THESE DUTIES WILL INCLUDE, WITHOUT
LIMITATION, THE FOLLOWING:
A)
EXECUTIVE WILL SERVE AS VICE CHAIRMAN AND A MEMBER OF THE BOARD OF
DIRECTORS OF PACIFIC AND PACIFIC NORTHWEST BANK AND CHAIRMAN OF THE OREGON
ADVISORY BOARD OF PACIFIC NORTHWEST BANK.
B)
EXECUTIVE WILL ADVISE AND CONSULT WITH THE CHIEF EXECUTIVE OFFICER OF
PACIFIC AND WILL ASSIST WITH THE DEVELOPMENT, EXPANSION AND PRESERVATION OF
COMMUNITY AND
CUSTOMER RELATIONSHIPS IN THE OREGON MARKET AND SERVE ON APPROPRIATE CIVIC AND
CHARITABLE BOARDS AND/OR COMMITTEES.
C)
EXECUTIVE WILL MAINTAIN RELATIONSHIPS WITH OTHER OREGON BANKERS, ATTEND
ASSOCIATION MEETINGS AS APPROPRIATE, AND ADVISE AND CONSULT WITH THE CHIEF
EXECUTIVE OFFICER OF