Pacific Continental Corporation Director Compensation Resolution and Secretary’s Certificate (April 2005)

Contract Categories: Human Resources › Compensation Agreements
Summary

Pacific Continental Corporation, through a resolution approved by its Board of Directors on April 19, 2005, has updated the compensation structure for its directors, effective retroactively to January 1, 2005. Directors and the Chairman will receive set fees for attending board meetings, and committee chairs will receive quarterly retainers and meeting fees based on the committee type. This change was formally certified by the company’s Secretary, Shannon Coffin.

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EX-10.5 10 directorfees.htm DIRECTOR FEE SCHEDUAL Director Fee Schedual



SECRETARY’S CERTIFICATE
OF
PACIFIC CONTINENTAL CORPORATION

I hereby certify that I am the Secretary of Pacific Continental Corporation (“Company”), located in Eugene, Oregon; and that I have been duly elected and am presently serving in that capacity in accordance with the Bylaws of the Company.

I further certify that on April 19, 2005, the Board of Directors of the Company held a meeting in which a quorum of directors was present.

I further certify that at the meeting of April 19, 2005, the following resolution was approved by the directors present at the meeting.

Recital: In accordance with the provisions of the Bylaws of Pacific Continental Corporation, Article II, Section 13, Director Compensation, the Board of Directors desire to change the manner in which directors of the Company are compensated, and that such change is to be effective retroactively to January 1, 2005.

Resolved: That retroactively effective to January 1, 2005 director compensation shall be determined as follows:

Board of Director Meetings:
Chairman, $2,100 per meeting
Directors,  $1,900 per meeting

Committee Chair Retainer
Committee chairs receive a quarterly retainer as shown below:

Committee Meetings

 
 
Committee
Quarterly
Chair
Retainer
 
Meeting
Fee
Audit
In-person meetings
Scheduled telephone meetings
 
$500
 
$150
$100
ALCO
$500
$100
Compensation
$500
$100
Executive
$0
$100
Governance/Nominating
$500
$100


IN WITNESS WHEREOF, I have affixed my signature to this instrument on this day, the 20th day of April 2005.


/s/ Shannon Coffin  
Shannon Coffin, Secretary
Pacific Continental Corporation