Exhibit 10.7(e)
SECOND AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREMENT (this
"Agreement") is made and entered into on November 19, 2003 by and between
Klamath First Federal Savings and Loan Association ("Association"), Klamath
First Bancorp, Inc., ("Company") and the undersigned executive officer of
Association and Company (the "Executive").
WHEREAS, Association, Company and Executive entered into an Amended and
Restated Employment Agreement dated May 21, 2003, (the "Employment Agreement");
WHEREAS, Company has entered into an Agreement and Plan of Merger dated as
of July 14, 2003, (the "Merger Agreement") with Sterling Financial Corporation
("Sterling") with respect to a proposed transaction (the "Transaction") whereby
Sterling will acquire all of the outstanding shares of Company common stock in a
stock merger;
WHEREAS, Association, Company and Executive entered into a First Amendment
to Amended and Restated Employment Contract dated as of July 14, 2003, (the
"First Amendment") to facilitate the Transaction;
WHEREAS, Sterling desires to employ the Executive after consummation of the
Transaction in a different capacity than Executive current functions within the
Association and Company;
WHEREAS, Sterling believes the Executive will be entitled to receive change
in control benefits pursuant to the Employment Agreement and First Amendment
regardless of whether the Executive enters into a new employment agreement with
Sterling;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties, it is agreed by the parties as follows:
1. Capitalized terms used herein, to the extent not defined otherwise,
shall have the meaning ascribed to them in the Employment Agreement
and First Amendment.
2. Section 5(c) of the Employment Agreement is amended in full as
follows:
"Upon the occurrence of a Change in Control arising from or related to
the Merger Agreement, Association shall pay the Executive as severance
pay or liquidated damages, or both (the "Base Severance Amount"), an
amount equal to $178,500. In the event that all conditions to closing
under the Merger Agreement have been satisfied during calendar year
2003, then Association shall make payment of the Base Severance Amount
plus the Additional Severance Amount (as defined in Section 5(d)
below) to the Executive on December 31, 2003. In the event such
closing conditions are not satisfied during calendar year 2003, then
the payments contemplated herein shall be made within 10 days after
consummation of the merger contemplated by the Merger Agreement."
3. Except as specifically set forth herein, the Employment Agreement,
including the First Amendment shall continue in full force and effect.
To the extent that any provision contained in this Agreement is
inconsistent with any of the provisions of the Employment Agreement,
including but not limited to Section 5(b) thereof, or the First
Amendment, the provisions contained in this Agreement shall be
controlling.
4. In the event the Merger Agreement is terminated, then this Agreement
shall have no further force or effect.
5. This Agreement may be executed in counterparts by the parties hereto,
each of which when so executed shall be deemed an original and all of
which, taken together, shall constitute one and the same agreement.
The parties have entered into this Agreement as of the date first hereinabove
written.
Klamath First Federal Savings & Loan Association
By: ____________________________________
Duly Authorized Officer
Klamath First Bancorp, Inc.
By: ____________________________________
Duly Authorized Officer
Executive
By: ____________________________________
Walter F. Dodrill
Consented to by Sterling Financial Corporation
By: ____________________________________
Duly Authorized Officer
Exhibit 10.9(e)
SECOND AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREMENT (this
"Agreement") is made and entered into on December 17, 2003 by and between
Klamath First Federal Savings and Loan Association ("Association"), Klamath
First Bancorp, Inc., ("Company") and the undersigned executive officer of
Association and Company (the "Executive").
WHEREAS, Association, Company and Executive entered into an Amended and
Restated Employment Agreement dated May 21, 2003, (the "Employment Agreement");
WHEREAS, Company has entered into an Agreement and Plan of Merger dated as
of July 14, 2003, (the "Merger Agreement") with Sterling Financial Corporation
("Sterling") with respect to a proposed transaction (the "Transaction") whereby
Sterling will acquire all of the outstanding shares of Company common stock in a
stock merger;
WHEREAS, Association, Company and Executive entered into a First Amendment
to Amended and Restated Employment Contract dated as of July 14, 2003, (the
"First Amendment") to facilitate the Transaction;
WHEREAS, Sterling desires to employ the Executive after consummation of the
Transaction in a different capacity than Executive current functions within the
Association and Company;
WHEREAS, Sterling believes the Executive will be entitled to receive change
in control benefits pursuant to the Employment Agreement and First Amendment
regardless of whether the Executive enters into a new employment agreement with
Sterling;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties, it is agreed by the parties as follows:
1. Capitalized terms used herein, to the extent not defined otherwise,
shall have the meaning ascribed to them in the Employment Agreement
and First Amendment.
2. Section 5(c) of the Employment Agreement is amended in full as
follows:
"Upon the occurrence of a Change in Control arising from or related to
the Merger Agreement, Association shall pay the Executive as severance
pay or liquidated damages, or both (the "Base Severance Amount"), an
amount equal to $178,500. In the event that all conditions to closing
under the Merger Agreement have been satisfied during calendar year
2003, then Association shall make payment of the Base Severance Amount
plus the Additional Severance Amount (as defined in Section 5(d)
below) to the Executive on December 31, 2003. In the event such
closing conditions are not satisfied during calendar year 2003, then
the payments contemplated herein shall be made within 10 days after
consummation of the merger contemplated by the Merger Agreement."
3. Except as specifically set forth herein, the Employment Agreement,
including the First Amendment shall continue in full force and effect.
To the extent that any provision contained in this Agreement is
inconsistent with any of the provisions of the Employment Agreement,
including but not limited to Section 5(b) thereof, or the First
Amendment, the provisions contained in this Agreement shall be
controlling.
4. In the event the Merger Agreement is terminated, then this Agreement
shall have no further force or effect.
5. This Agreement may be executed in counterparts by the parties hereto,
each of which when so executed shall be deemed an original and all of
which, taken together, shall constitute one and the same agreement.
The parties have entered into this Agreement as of the date first
hereinabove written.
Klamath First Federal Savings & Loan Association
By: ____________________________________
Duly Authorized Officer
Klamath First Bancorp, Inc.
By: ____________________________________
Duly Authorized Officer
Executive
By: ____________________________________
Walter F. Dodrill
Consented to by Sterling Financial Corporation
By: ____________________________________
Duly Authorized Officer