Common use of Termination Due to a Change in Control Clause in Contracts

Termination Due to a Change in Control. If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5(f)(i)), and (B) either Employer or its assigns terminates Executive’s employment without Cause (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates his employment for Good Reason within 730 days of such Change of Control, then Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) a pro rata portion of any annual target bonus for the year of termination; and (iii) an amount equal to two (2) times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to two (2) times the target bonus or two (2) times the average bonus paid over the prior three (3) years, whichever is greater; and (iv) benefits described in Sections 5(b)(I) and (II) below. The amounts described in Section 5(a)(i) and (ii) herein shall be paid no later than 45 days after the day on which employment is terminated. The amount described in Section 5(a)(iii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed two times the lesser of (a) the Executive’s annual compensation for the year prior to the year in which employment is terminated; or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Internal Revenue Code Section 401(a)(17) for such year (the “IRC Safe Harbor”) or (ii) at the Executive’s election, the amount described in Section 5(a)(iii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5(a)(iii) until the Executive has signed an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”).

Termination Due to a Change in Control. If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5(f)(i)), and (B) either Employer or its assigns terminates Executive’s employment without Cause (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates his employment for Good Reason within 730 days of such Change of Control, then Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) a pro rata portion of any annual target bonus for the year of termination; and (iii) an amount equal to two (2) times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to two (2) times the target bonus or two (2) times the average bonus paid over the prior three (3) years, whichever is greater; and (iviii) benefits described in Sections 5(b)(I) and (II) below. The amounts described in Section 5(a)(i) and (ii) herein shall be paid no later than 45 days after the day on which employment is terminated. The amount described in Section 5(a)(iii5(a)(ii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed two times the lesser of (a) the Executive’s annual compensation for the year prior to the year in which employment is terminated; or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Internal Revenue Code Section 401(a)(17) for such year (the “IRC Safe Harbor”) or (ii) at the Executive’s election, the amount described in Section 5(a)(iii5(a)(ii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5(a)(iii5(a)(ii) until the Executive has signed an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”).

Termination Due to a Change in Control. (a) If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5(f)(i)), and (B) either Employer or its assigns the Company terminates Executive’s employment without Cause (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates his Executive’s employment for with Good Reason within 730 days of such Change of Control, then Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) a pro rata portion of at any annual target bonus for time during the year of termination; and (iii) an amount equal to two (2) times Executive’s highest Base Salary over the prior period commencing three (3) yearsmonths prior to a Change in Control and ending twelve months (12) following a Change in Control, plus an amount in addition to the Accrued Obligations, in all cases subject to Executive’s execution and non-revocation of the Release in the time frame provided, the Company will (i) pay to Executive, as severance, a lump sum equal to two (2) times the sum the sum of the Base Salary plus the Target Bonus for the year of termination, with payment on the next regular pay date following the sixtieth (60th) day after termination of employment; (ii) pay the cost of Executive’s COBRA premiums to continue group health insurance coverage for eighteen (18) months if Executive or Executive’s dependents participate in the Company’s group health benefits plan and timely elect to continue participating in the group health plan under COBRA; (iii) cause one hundred percent (100%) of the unvested portion of any and all long-term incentive awards held by Executive as of the closing of such Change in Control (to the extent such awards are assumed or continued (in accordance with its terms) by the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be, in such Change in Control) to immediately vest and, if applicable, become exercisable (in the case of a long-term incentive award with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at one hundred percent (100%) of target bonus or two (2) times the average bonus paid over the prior three (3) years, whichever is greaterlevels); and (iv) benefits described in Sections 5(b)(I) extend the exercise period for the vested portion of any and (II) below. The amounts described in Section 5(a)(i) and (ii) herein shall be paid no later than 45 days after the day on which employment is terminated. The amount described in Section 5(a)(iii) herein shall be paid on the first day all stock options held by Executive as of the month following a period termination date to the earliest to occur of six the following: (6) months after the termination of employment, provided that the payment may be made sooner if either (iA) the amount does not exceed two times eighteenth (18th) month anniversary of the lesser date of (a) the Executive’s annual compensation for the year termination, (B) immediately prior to the year Company’s consummation of a Change in which employment is terminated; Control, or (bC) the maximum amount expiration date of each such option. Any provision contained in the agreement(s) under which such options were granted that may be taken into account under a qualified plan is inconsistent with the exercise period extension as set forth herein is hereby modified to the extent necessary to provide for such extension. Notwithstanding anything herein to the contrary, the provisions of this Section are subject to the terms of the Plan which will govern in all cases. If Executive is terminated pursuant to Internal Revenue Code this Section 401(a)(175.6(a), the severance provisions of Section 5.2(b) and Section 5.3(c) will not apply; provided, however, if after the Company terminates Executive without Cause per Section 5.2 or Executive resigns for Good Reason per Section 5.3, it is determined such year termination or resignation occurred during the period commencing three (3) months prior to a Change in Control, then the “IRC Safe Harbor”Company shall make a cash payment to Executive within sixty (60) days of the Change in Control equal to the amount Executive would have received under this Section 5.6(a) less any payment Executive already received by Executive under Section 5.2(b) or (ii) at the Executive’s electionSection 5.3(c), the amount described in Section 5(a)(iii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5(a)(iii) until and the Executive has signed an agreement, shall receive severance payments and benefits in a form acceptable total that equate to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance provisions of this Agreement (“Release Agreement”Section 5.6(a).

Termination Due to a Change in Control. (a) If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5(f)(i)), and (B) either Employer or its assigns the Company terminates Executive’s employment without Cause (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates his Executive’s employment for with Good Reason within 730 days of such and during the period commencing three (3) months prior to a Change of in Control and ending twelve months (12) following a Change in Control, then Employer shall pay Executive in a lump sum: addition to the Accrued Obligations, in all cases subject to Executive’s execution and non-revocation of the Release in the time frame provided, the Company will (i) all pay to Executive, as severance, a lump sum equal to one (1) times the sum of the Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) a pro rata portion of any annual target bonus plus the Target Bonus for the year of termination, with payment on the next regular pay date following the sixtieth (60th) day after termination of employment; (ii) pay the cost of Executive’s COBRA premiums to continue group health insurance coverage for twelve (12) months if Executive or Executive’s dependents participate in the Company’s group health benefits plan and timely elect to continue participating in the group health plan under COBRA; (iii) an amount equal cause one hundred percent (100%) of the unvested portion of any and all long-term incentive awards held by Executive as of the closing of such Change in Control (to two the extent such awards are assumed or continued (2in accordance with its terms) times Executive’s highest Base Salary over by the prior three surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be, in such Change in Control) to immediately vest and, if applicable, become exercisable (3in the case of a long-term incentive award with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at one hundred percent (100%) years, plus an amount equal to two (2) times the of target bonus or two (2) times the average bonus paid over the prior three (3) years, whichever is greaterlevels); and (iv) benefits described in Sections 5(b)(I) extend the exercise period for the vested portion of any and (II) below. The amounts described in Section 5(a)(i) and (ii) herein shall be paid no later than 45 days after the day on which employment is terminated. The amount described in Section 5(a)(iii) herein shall be paid on the first day all stock options held by Executive as of the month following a period termination date to the earliest to occur of six the following: (6) months after the termination of employment, provided that the payment may be made sooner if either (iA) the amount does not exceed two times eighteenth (18th) month anniversary of the lesser date of (a) the Executive’s annual compensation for the year termination, (B) immediately prior to the year Company’s consummation of a Change in which employment is terminated; Control, or (bC) the maximum amount expiration date of each such option. Any provision contained in the agreement(s) under which such options were granted that may be taken into account under a qualified plan is inconsistent with the exercise period extension as set forth herein is hereby modified to the extent necessary to provide for such extension. Notwithstanding anything herein to the contrary, the provisions of this Section are subject to the terms of the Plan which will govern in all cases. If Executive is terminated pursuant to Internal Revenue Code this Section 401(a)(175.7(a), the severance provisions of Section 5.3(b) and Section 5.4(c) will not apply; provided, however, if after the Company terminates Executive without Cause per Section 5.3 or Executive resigns for Good Reason per Section 5.4, it is determined such year termination or resignation occurred during the period commencing three (3) months prior to a Change in Control, then the “IRC Safe Harbor”Company shall make a cash payment to Executive within sixty (60) days of the Change in Control equal to the amount Executive would have received under this Section 5.7(a) less any payment Executive already received by Executive under Section 5.3(b) or (ii) at the Executive’s electionSection 5.4(c), the amount described in Section 5(a)(iii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5(a)(iii) until and the Executive has signed an agreement, shall receive severance payments and benefits in a form acceptable total that equate to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance provisions of this Agreement (“Release Agreement”Section 5.7(a).

Termination Due to a Change in Control. If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5(f)(i)), and (B) either Employer or its assigns terminates ExecutiveLoan Officer’s employment without Cause (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates his employment for Good Reason within 730 days of such Change of Control, then Employer shall pay Executive Loan Officer in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) a pro rata portion of any annual target bonus for the year of termination; and (iii) an amount equal to two one (21) times ExecutiveLoan Officer’s highest Base Salary over the prior three (3) years, plus an amount equal to two one (21) times the target bonus or two one (21) times the average bonus paid over the prior three (3) years, whichever is greater; and (iv) benefits described in Sections 5(b)(I) and (II) below. The amounts described in Section 5(a)(i) and (ii) herein shall be paid no later than 45 days after the day on which employment is terminated. The amount described in Section 5(a)(iii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed two times the lesser of (a) the ExecutiveLoan Officer’s annual compensation for the year prior to the year in which employment is terminated; or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Internal Revenue Code Section 401(a)(17) for such year (the “IRC Safe Harbor”) or (ii) at the ExecutiveLoan Officer’s election, the amount described in Section 5(a)(iii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5(a)(iii) until the Executive Loan Officer has signed an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of ExecutiveLoan Officer’s employment with Employer or the performance of this Agreement (“Release Agreement”).

Termination Due to a Change in Control. If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5(f)(i)), and (B) either Employer or its assigns terminates Executive’s employment without Cause (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates his employment for Good Reason within 730 days of such Change of Control, then Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) a pro rata portion of any annual target bonus for the year of termination; and (iii) an amount equal to two one (21) times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to two (2) times the target bonus or two (2) times the average bonus paid over the prior three (3) years, whichever is greater; and (iviii) benefits described in Sections 5(b)(I) and (II) below. The amounts described in Section 5(a)(i) and (ii) herein shall be paid no later than 45 days after the day on which employment is terminated. The amount described in Section 5(a)(iii5(a)(ii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed two times the lesser of (a) the Executive’s annual compensation for the year prior to the year in which employment is terminated; or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Internal Revenue Code Section 401(a)(17) for such year (the “IRC Safe Harbor”) or (ii) at the Executive’s election, the amount described in Section 5(a)(iii5(a)(ii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5(a)(iii5(a)(ii) until the Executive has signed an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”).

Termination Due to a Change in Control. (a) If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5(f)(i)), and (B) either Employer or its assigns the Company terminates Executive’s employment without Cause (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates his Executive’s employment for with Good Reason within 730 days of such and during the period commencing three (3) months prior to a Change of in Control and ending twelve months (12) following a Change in Control, then Employer shall pay Executive in a lump sum: addition to the Accrued Obligations, in all cases subject to Executive’s execution and non-revocation of the Release in the time frame provided, the Company will (i) all pay to Executive, as severance, a lump sum equal to one (1) times the sum of the Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) a pro rata portion of any annual target bonus plus the Target Bonus for the year of termination, with payment on the next regular pay date following the sixtieth (60th) day after termination of employment; (ii) pay the cost of Executive’s COBRA premiums to continue group health insurance coverage for twelve (12) months if Executive or Executive’s dependents participate in the Company’s group health benefits plan and timely elect to continue participating in the group health plan under COBRA; (iii) an amount equal cause one hundred percent (100%) of the unvested portion of any and all long-term incentive awards held by Executive as of the closing of such Change in Control (to two the extent such awards are assumed or continued (2in accordance with its terms) times Executive’s highest Base Salary over by the prior three surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be, in such Change in Control) to immediately vest and, if applicable, become exercisable (3in the case of a long-term incentive award with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at one hundred percent (100%) years, plus an amount equal to two (2) times the of target bonus or two (2) times the average bonus paid over the prior three (3) years, whichever is greaterlevels); and (iv) benefits described in Sections 5(b)(I) extend the exercise period for the vested portion of any and (II) below. The amounts described in Section 5(a)(i) and (ii) herein shall be paid no later than 45 days after the day on which employment is terminated. The amount described in Section 5(a)(iii) herein shall be paid on the first day all stock options held by Executive as of the month following a period termination date to the earliest to occur of six the following: (6) months after the termination of employment, provided that the payment may be made sooner if either (iA) the amount does not exceed two times eighteenth (18th) month anniversary of the lesser date of (a) the Executive’s annual compensation for the year termination, (B) immediately prior to the year Company’s consummation of a Change in which employment is terminated; Control, or (bC) the maximum amount expiration date of each such option. Any provision contained in the agreement(s) under which such options were granted that may be taken into account under a qualified plan is inconsistent with the exercise period extension as set forth herein is hereby modified to the extent necessary to provide for such extension. Notwithstanding anything herein to the contrary, the provisions of this Section are subject to the terms of the Plan which will govern in all cases. If Executive is terminated pursuant to Internal Revenue Code this Section 401(a)(175.6(a), the severance provisions of Section 5.2(b) and Section 5.3(c) will not apply; provided, however, if after the Company terminates Executive without Cause per Section 5.2 or Executive resigns for Good Reason per Section 5.3, it is determined such year termination or resignation occurred during the period commencing three (3) months prior to a Change in Control, then the “IRC Safe Harbor”Company shall make a cash payment to Executive within sixty (60) days of the Change in Control equal to the amount Executive would have received under this Section 5.6(a) less any payment Executive already received by Executive under Section 5.2(b) or (ii) at the Executive’s electionSection 5.3(c), the amount described in Section 5(a)(iii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5(a)(iii) until and the Executive has signed an agreement, shall receive severance payments and benefits in a form acceptable total that equate to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance provisions of this Agreement (“Release Agreement”Section 5.6(a).

Termination Due to a Change in Control. If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5(f)(i)), and (B) either Employer or its assigns terminates Executive’s employment without Cause (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates his employment for Good Reason within 730 days of such Change of Control, then Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) a pro rata portion of any annual target bonus for the year of termination; and (iii) an amount equal to two one (21) times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to two one (21) times the target bonus or two one (21) times the average bonus paid over the prior three (3) years, whichever is greater; and (iv) benefits described in Sections 5(b)(I) and (II) below. The amounts described in Section 5(a)(i) and (ii) herein shall be paid no later than 45 days after the day on which employment is terminated. The amount described in Section 5(a)(iii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed two times the lesser of (a) the Executive’s annual compensation for the year prior to the year in which employment is terminated; or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Internal Revenue Code Section 401(a)(17) for such year (the “IRC Safe Harbor”) or (ii) at the Executive’s election, the amount described in Section 5(a)(iii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5(a)(iii) until the Executive has signed an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”).