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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 2, 2007
COLUMBIA BANCORP
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(Exact name of registrant as specified in its charter)
Oregon 0-27938 93-1193156
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
401 East Third Street, Suite 200,
The Dalles, Oregon 97058
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(Address of principal executive offices)
(541) 298-6649
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 2, 2007, Columbia Bancorp ("Columbia") entered into an agreement with
Terry L. Cochran, a former President and Chief Executive Officer ("CEO") of
Columbia, and a current member of Columbia's Board of Directors.
The agreement resolves actual and potential claims by Mr. Cochran
against Columbia and its affiliates, including without limitation certain claims
arising out of an alleged misunderstanding over the tax treatment of certain
Columbia stock options received by Mr. Cochran during his tenure as CEO. Without
acknowledging liability to Mr. Cochran, Columbia has agreed to pay Mr. Cochran
$50,000 in two annual installments of $25,000, to paid in January of 2007 and
2008, respectively. In consideration for these payments, Mr. Cochran grants
Columbia a complete release of all possible claims of liability, known and
unknown, by Mr. Cochran against Columbia existing as of the date of the
agreement or arising thereafter out of facts known to Mr. Cochran as of the date
of the agreement, including without limitation any tax liability resulting from
Mr. Cochran's acquisition and exercise of stock options. Mr. Cochran has also
agreed to indemnify Columbia in the event he or his affiliates subsequently seek
recovery for claims released by the agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Item
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10.1 Release of All Claims and Hold Harmless Agreement between Columbia
Bancorp and Terry L. Cochran dated January 2, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 2, 2007 /s/ Roger L. Christensen
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Roger L. Christensen,
President and Chief Executive -
Columbia River Bank;
President and Chief
Executive Officer - Columbia Bancorp