EXHIBIT 10.5 SEVERANCE AGREEMENT BETWEEN HERITAGE SAVINGS BANK AND JOHN PARRYSeverance Agreement • October 29th, 1997 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
HERITAGE FINANCIAL CORPORATION (a Washington corporation) 3,850,000 Shares of Common Stock (No Par Value Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2010 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • New York
EMPLOYMENT AGREEMENT BY AND AMONG HERITAGE FINANCIAL CORPORATION, HERITAGE SAVINGS BANK AND DONALD V. RHODESEmployment Agreement • October 29th, 1997 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
EMPLOYMENT AGREEMENT BY AND AMONG HERITAGE FINANCIAL CORPORATION, HERITAGE BANK AND BRIAN L. VANCEEmployment Agreement • March 20th, 2002 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
AGREEMENT AND PLAN OF MERGER BETWEENEmployment Agreement • October 8th, 1998 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
Heritage Financial Corporation Employment AgreementEmployment Agreement • February 27th, 2024 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
This Employment Agreement is made and entered into on September ___, 2022, effective as of January 1, 2023, by and between Heritage Financial Corporation and Matthew T. Ray. As used in this Agreement, capitalized terms have the meanings set forth in Section 20.
HERITAGE FINANCIAL CORPORATIONRestricted Stock Award Agreement • February 1st, 2017 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
The Participant specified below has been granted a restricted stock award (the “Award”) by HERITAGE FINANCIAL CORPORATION, a Washington corporation (the “Company”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Award Agreement (“Award Agreement”).
HERITAGE FINANCIAL CORPORATIONNonqualified Stock Option Award Agreement • February 1st, 2017 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
The Participant specified below has been granted a nonqualified stock option (the “Option”) by HERITAGE FINANCIAL CORPORATION, a Washington corporation (the “Company”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “Plan”). The Option shall be subject to the terms of the Plan and the terms set forth in this Nonqualified Stock Option Award Agreement (“Award Agreement”).
HERITAGE FINANCIAL CORPORATIONRestricted Stock Unit Award Agreement • May 8th, 2023 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by Heritage Financial Corporation, a Washington corporation (the “Company”), under the Heritage Financial Corporation 2023 Omnibus Equity Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).
HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUMDeferred Compensation Plan • December 22nd, 2016 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
This Participation Agreement Addendum (“Addendum”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and JEFFREY J. DEUEL, an employee of the Company (the “Participant,” and together with the Company, the “Parties”).
SEVERANCE AGREEMENTSeverance Agreement • November 2nd, 2007 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
THIS SEVERANCE AGREEMENT (“Agreement”) is made and entered into effective this 1st day of August, 2007, by and between Heritage Bank, (the “Bank”) and Donald Hinson (“Executive”). The Bank is the wholly-owned subsidiary of Heritage Financial Corporation (the “Company”).
HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUMParticipation Agreement • November 6th, 2019 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
This Participation Agreement Addendum (“Addendum”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and BRYAN MCDONALD, an employee of the Company (the “Participant,” and together with the Company, the “Parties”).
EXHIBIT 1.1 HERITAGE FINANCIAL CORPORATION HERITAGE SAVINGS BANK COMMON STOCK (NO PAR VALUE) AGENCY AGREEMENT Ryan, Beck & Co., Inc. 220 S. Orange Ave. Livingston, NJ 07039 Gentlemen: Heritage Savings Bank (the "Savings Bank") and its proposed stock...Agency Agreement • October 29th, 1997 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • New Jersey
DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT FOR JEFFREY J. DEUELParticipation Agreement • September 7th, 2012 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
This Participation Agreement (“Participation Agreement”) is entered into as of July 1, 2012 (the “Award Date”) by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and JEFFREY J. DEUEL, an employee of the Company (the “Participant”). Except for terms defined herein, any capitalized term in this Participation Agreement has the meaning ascribed to that term under the Heritage Financial Corporation Deferred Compensation Plan (the “Plan”).
COMPENSATION MODIFICATION AGREEMENTCompensation Modification Agreement • October 2nd, 2009 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
THIS COMPENSATION MODIFICATION AGREEMENT (“Agreement”), is made this 29th day of September 2009, by and between Heritage Financial Corporation and Heritage Bank and Central Valley Bank its wholly owned subsidiaries (together, the “Corporation”), and , an officer of the Corporation (“Executive”).
FORM OF EMPLOYMENT AGREEMENT BY AND BETWEEN HERITAGE FINANCIAL CORPORATION AND HERITAGE BANK AND BRIAN L. VANCEEmployment Agreement • December 3rd, 2010 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 3rd day of December, 2010, by and between Heritage Financial Corporation (the “Company”) and its wholly owned subsidiary Heritage Bank (the “Bank”), and Brian L. Vance (the “Employee”).
EXHIBIT 10.4 SEVERANCE AGREEMENT BETWEEN HERITAGE SAVINGS BANK AND BRIAN VANCE4 Severance Agreement • October 29th, 1997 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF PIERCE COMMERCIAL BANK FEDERAL DEPOSIT INSURANCE CORPORATION and HERITAGE BANK DATED AS OF NOVEMBER 5, 2010Purchase and Assumption Agreement • November 12th, 2010 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
THIS AGREEMENT, made and entered into as of the 5th day of November, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of PIERCE COMMERCIAL BANK, TACOMA, WASHINGTON (the “Receiver”), HERITAGE BANK, organized under the laws of the State of Washington, and having its principal place of business in Olympia, Washington (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
TRANSITIONAL EMPLOYMENT AGREEMENTTransitional Employment Agreement • July 10th, 2018 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
This EMPLOYMENT AGREEMENT is made and entered into on July 9, 2018, effective as of July 1, 2018, by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and BRIAN L. VANCE (“Executive”). As used in this Agreement, capitalized terms have the meanings set forth in Section 23.
Change in Control Agreement by and between Heritage Bank and David A. Spurling HERITAGE BANK CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 6th, 2013 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
THIS CHANGE IN CONTROL AGREEMENT is made and entered into as of [November 20, 2012], by and between HERITAGE BANK and DAVID SPURLING. As used in this Agreement, capitalized terms have the meanings set forth in Section 19.
Heritage Financial Corporation Addendum to Employment AgreementEmployment Agreement • July 6th, 2021 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
This Addendum to Employment Agreement is made and entered into and effective as of July 1, 2021 (the “Addendum Date”), by and between Heritage Financial Corporation (the ‘Company”) and Bryan McDonald (“Executive,” and together with Executive, the “Parties”).
FORM OF VOTING AND SUPPORT AGREEMENT October 23, 2013Voting and Support Agreement • October 25th, 2013 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
Heritage Financial Corporation (“Heritage”) and Washington Banking Company (“Washington Banking”) have entered into an Agreement and Plan of Merger dated as of October 23, 2013 (the “Merger Agreement”) pursuant to which, among other things, and subject to the terms and conditions set forth therein, (a) Washington Banking will be merged with and into Heritage (the “Merger”); and (b) the shareholders of Washington Banking upon effectiveness of the Merger will become entitled to receive the consideration specified in the Merger Agreement.
CONSULTING AGREEMENTConsulting Agreement • December 20th, 2013 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of October 23, 2013 (the “Agreement Date”), by and between HERITAGE FINANCIAL CORPORATION (“HFWA”) and JOHN L. WAGNER (“Mr. Wagner,” and together with HFWA, the “Parties”).
Law OfficesHeritage Financial Corp /Wa/ • October 19th, 2017 • Savings institutions, not federally chartered
We have acted as special tax counsel for Heritage Financial Corporation, a Washington corporation ("Heritage") in connection with the preparation and filing on [•], with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") of the Registration Statement on Form S-4 (as such may thereafter be amended or supplemented) (the "Registration Statement"). The Registration Statement relates to a plan of reorganization involving the merger of Puget Sound Bancorp, a Washington Corporation ("Puget Sound"), with and into Heritage, with Heritage being the surviving corporation (the "Merger") and the resulting exchange by Puget Sound shareholders of Puget Sound Common Stock for Heritage Common Stock pursuant to the terms of the Agreement and Plan of Merger by and between Heritage and Puget Sound dated July 26, 2017 (the "Merger Agreement"), as further set forth in the proxy statement/prospectus contained in the Registration State
HERITAGE FINANCIAL CORPORATION TRANSITIONAL EMPLOYMENT AND RETIREMENT AGREEMENTTransitional Employment and Retirement Agreement • April 9th, 2013 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
This TRANSITIONAL EMPLOYMENT AND RETIREMENT AGREEMENT is made and entered into as of April 8, 2013, by and between HERITAGE FINANCIAL CORPORATION and D. MICHAEL BROADHEAD. As used in this Agreement, capitalized terms have the meanings set forth in Section 21.
HERITAGE FINANCIAL CORPORATIONOmnibus Equity Plan • February 1st, 2017 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
The Participant specified below has been granted an incentive stock option (the “Option”) by HERITAGE FINANCIAL CORPORATION, a Washington corporation (the “Company”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “Plan”). The Option shall be subject to the terms of the Plan and the terms set forth in this Incentive Stock Option Award Agreement (“Award Agreement”).
FIRST SUPPLEMENTAL INDENTUREIndenture • May 6th, 2014 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • New York
THIS FIRST SUPPLEMENTAL INDENTURE dated as of May 1, 2014 is by and among U.S. Bank National Association, as successor to Bank of America, N.A. (formerly known as LaSalle Bank National Association) (herein, together with its successors in interest, the “Trustee”), Heritage Financial Corporation, a Washington corporation (the “Successor Company”), and Washington Banking Company, a Washington corporation (the “Company”) and the “Company” under the Indenture.
HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENTParticipation Agreement • June 30th, 2020 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
This Participation Agreement (“Participation Agreement”) is entered into as of June 25, 2020, effective as of July 1, 2020 (the “Award Date”), by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and TONY CHALFANT, an employee of the Company (the “Participant”). Except for terms defined herein, any capitalized term in this Participation Agreement has the meaning ascribed to that term under the Heritage Financial Corporation Deferred Compensation Plan, as amended (the “Plan”).
HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENTParticipation Agreement • November 6th, 2019 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
This Participation Agreement (“Participation Agreement”) is entered into as of November 4, 2019 (the “Award Date”) by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and CINDY HUNTLEY, an employee of the Company (the “Participant”). Except for terms defined herein, any capitalized term in this Participation Agreement has the meaning ascribed to that term under the Heritage Financial Corporation Deferred Compensation Plan, as amended (the “Plan”).
AMONGPlan of Stock Purchase and Agreement • May 15th, 1998 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
HERITAGE BANK EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2013 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
This EMPLOYMENT AGREEMENT is made and entered into as of October 23, 2013, by and between HERITAGE BANK and BRYAN MCDONALD. As used in this Agreement, capitalized terms have the meanings set forth in Exhibit B.
HERITAGE FINANCIAL CORPORATIONAward Agreement • May 8th, 2023 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
The Participant specified below is hereby granted a performance-based restricted stock unit award (the “Award”) by Heritage Financial Corporation, a Washington corporation (the “Company”), under the Heritage Financial Corporation 2023 Omnibus Equity Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).
HERITAGE FINANCIAL CORPORATIONAward Agreement • February 1st, 2017 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
The Participant specified below has been granted a performance-based restricted stock unit award (the “Award”) by HERITAGE FINANCIAL CORPORATION, a Washington corporation (the “Company”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).
PURCHASE AND ASSUMPTION AGREEMENT MODIFIED WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF THE COWLITZ BANK, LONGVIEW, WASHINGTON FEDERAL DEPOSIT INSURANCE CORPORATION and HERITAGE BANK DATED AS OF JULY 30, 2010Purchase and Assumption Agreement • August 5th, 2010 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENTParticipation Agreement • March 11th, 2015 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
This Participation Agreement (“Participation Agreement”) is effective as of January 1, 2015 (the “Award Date”) by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and Bryan D. McDonald, an employee of the Company (the “Participant”). Except for terms defined herein, any capitalized term in this Participation Agreement has the meaning ascribed to that term under the Heritage Financial Corporation Deferred Compensation Plan, as amended (the “Plan”).
