Alaska Pacific Bancshares Inc Sample Contracts

Alaska Pacific Bancshares Inc – AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 21, 2013 AMONG NORTHRIM BANCORP, INC., NORTHRIM MERGER SUB, INC., NORTHRIM BANK ALASKA PACIFIC BANCSHARES, INC. AND ALASKA PACIFIC BANK (October 24th, 2013)

This AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2013 (this “Agreement”), is by and among Northrim BanCorp, Inc. (“Northrim”), Northrim Merger Sub, Inc. (“Merger Sub”), Northrim Bank (“Northrim Bank”), Alaska Pacific Bancshares, Inc. (“Alaska Pacific”) and Alaska Pacific Bank (“Alaska Pacific Bank”). Capitalized terms used herein shall have the meanings assigned in Section 1.1.

Alaska Pacific Bancshares Inc – Joe Beedle, Northrim Bank President and CEO Craig E. Dahl, Alaska Pacific Bancshares, Inc. (907) 261-3338 President and CEO (907) 789-4844 Joe Schierhorn, Northrim BanCorp, Inc. Executive Vice President, COO and CFO Julie M. Pierce, Alaska Pacific Bancshares, Inc. (907) 261-3308 Senior Vice President and CFO (907) 789-4844 JOINT NEWS RELEASE (October 22nd, 2013)

ANCHORAGE, AK and JUNEAU, AK —October 22, 2013—Northrim BanCorp, Inc. (“Northrim BanCorp”) (NASDAQ: NRIM) and Alaska Pacific Bancshares, Inc. (“Alaska Pacific”) (OTCQB: AKPB) today jointly announced the signing of a definitive agreement for Northrim BanCorp to acquire Alaska Pacific in a stock and cash transaction currently valued at approximately $14.31 million or approximately $17.28 per share of Alaska Pacific common stock.  The transaction value is expected to change based on fluctuations in the price of Northrim BanCorp’s common stock.  In connection with the transaction, Alaska Pacific will merge into a wholly-owned subsidiary of Northrim BanCorp, and Alaska Pacific Bank will merge with and into Northrim Bank. The current value of the transaction represents approximately 87% of Alaska Pacific’s adjusted book value per common share2 based on full exercise of warrants and options.

Alaska Pacific Bancshares Inc – NEWS RELEASE (June 28th, 2013)

Juneau, AK, Alaska Pacific Bancshares, Inc. (OTCBB: AKPB) (“Company”) announced that the stockholders approved all proposals and re-elected the director nominees at its 2013 Annual Meeting of Stockholders held on May 21, 2013.  The Company also announced that Mr. Maxwell S. Rule has been re-named Chairman of the Board and Ms. Linda C. Thomas has been re-named Vice-Chairwoman.

Alaska Pacific Bancshares Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (June 25th, 2013)

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of September, 2007 (the “Commencement Date”), by and between ALASKA PACIFIC BANK (which, together with any successor thereto which executes and delivers the assumption agreement provided for in Section 5(a) hereof or which otherwise becomes bound by all of the terms and provisions of this Agreement by operation of law, is hereinafter referred to as the “Bank”), and Craig Dahl (the “Executive”).

Alaska Pacific Bancshares Inc – EMPLOYMENT AGREEMENT (June 25th, 2013)

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this 20th day of June, 2013, by and between Alaska Pacific Bancshares, Inc. (the "Company"), and its wholly owned subsidiary, Alaska Pacific Bank (the “Bank”), and Craig E. Dahl (the "Employee").

Alaska Pacific Bancshares Inc – BYLAWS OF ALASKA PACIFIC BANCSHARES, INC. (March 26th, 2013)
Alaska Pacific Bancshares Inc – NEWS RELEASE (June 5th, 2012)

Juneau, AK, Alaska Pacific Bancshares, Inc. (OTCBB: AKPB) (“Company”) announced that the stockholders approved all proposals and re-elected the director nominee at its 2012 Annual Meeting of Stockholders held on May 22, 2012.  The Company also announced that Mr. Maxwell S. Rule has been named Chairman of the Board and Linda C. Thomas has been named Vice-Chairwoman. Mr. William C. Corbus, the Company’s former Chairman, continues to serve on the Company’s Board.

Alaska Pacific Bancshares Inc – BYLAWS OF ALASKA PACIFIC BANCSHARES, INC. (January 24th, 2012)
Alaska Pacific Bancshares Inc – Amended and Restated Bylaws of Alaska Pacific Bancshares, Inc. (August 22nd, 2011)
Alaska Pacific Bancshares Inc – UNITED STATES OF AMERICA Before the OFFICE OF THRIFT SUPERVISION (October 4th, 2010)

WHEREAS, the Office of Thrift Supervision (OTS), acting by and through its Regional Director for the Western Region (Regional Director), and based upon information derived from the exercise of its regulatory and supervisory responsibilities, has informed Alaska Pacific Bank, Juneau, Alaska, OTS Docket No. 04202 (Association), that the OTS is of the opinion that grounds exist to initiate an administrative proceeding against the Association pursuant to 12 U.S.C. § 1818(b);

Alaska Pacific Bancshares Inc – UNITED STATES OF AMERICA Before the OFFICE OF THRIFT SUPERVISION (October 4th, 2010)

WHEREAS, Alaska Pacific Bank, Juneau, Alaska, OTS Docket No. 04202 (Association), by and through its Board of Directors (Board), has executed a Stipulation and Consent to the Issuance of an Order to Cease and Desist (Stipulation); and

Alaska Pacific Bancshares Inc – UNITED STATES OF AMERICA Before the OFFICE OF THRIFT SUPERVISION (October 4th, 2010)

WHEREAS, Alaska Pacific Bancshares, Inc., Juneau, Alaska, OTS Docket No. H3440 (Holding Company), by and through its Board of Directors (Board), has executed a Stipulation and Consent to the Issuance of an Order to Cease and Desist (Stipulation); and

Alaska Pacific Bancshares Inc – UNITED STATES OF AMERICA Before the OFFICE OF THRIFT SUPERVISION (October 4th, 2010)

WHEREAS, the Office of Thrift Supervision (OTS), acting by and through its Regional Director for the Western Region (Regional Director), and based upon information derived from the exercise of its regulatory and supervisory responsibilities, has informed Alaska Pacific Bancshares, Inc., Juneau, Alaska, OTS Docket No. H3440 (Holding Company), that the OTS is of the opinion that grounds exist to initiate an administrative proceeding against the Holding Company pursuant to 12 U.S.C. § 1818(b);

Alaska Pacific Bancshares Inc – AMENDED EMPLOYMENT AGREEMENT (June 21st, 2010)
Alaska Pacific Bancshares Inc – FORM OF WAIVER (February 6th, 2009)
Alaska Pacific Bancshares Inc – COMPENSATION MODIFICATION AGREEMENT (February 6th, 2009)
Alaska Pacific Bancshares Inc – WARRANT TO PURCHASE COMMON STOCK (February 6th, 2009)

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

Alaska Pacific Bancshares Inc – News Release For Immediate Release (February 6th, 2009)

JUNEAU, ALASKA – February 6, 2009 – Alaska Pacific Bancshares, Inc. (“Company”) (OTCBB: AKPB), the parent company of Alaska Pacific Bank (“Bank”), today announced that it has received $4.8 million from the U.S. Treasury Department as a part of the Treasury’s Capital Purchase Program.  This funding marks the Company’s successful completion of the sale of $4.8 million in senior preferred stock, with a related warrant to purchase up to $717,150 in common stock to the U.S. Treasury.  The transaction is part of the Treasury’s program to encourage qualified financial institutions to build capital to increase the flow of financing to businesses and consumers and to support the U.S. economy.

Alaska Pacific Bancshares Inc – UNITED STATES DEPARTMENT OF THE TREASURY (February 6th, 2009)

WHEREAS, the United States Department of the Treasury (the “Investor”) may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program (“CPP”);

Alaska Pacific Bancshares Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (May 5th, 1999)
Alaska Pacific Bancshares Inc – Proposed Form of Change in Control Severance Agreement for Cheryl Crawford (May 5th, 1999)
Alaska Pacific Bancshares Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (May 5th, 1999)
Alaska Pacific Bancshares Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (May 5th, 1999)
Alaska Pacific Bancshares Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (May 5th, 1999)
Alaska Pacific Bancshares Inc – Proposed Form of Employee Severance Compensation Plan (May 5th, 1999)
Alaska Pacific Bancshares Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (May 5th, 1999)
Alaska Pacific Bancshares Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (May 5th, 1999)
Alaska Pacific Bancshares Inc – EMPLOYMENT AGREEMENT (May 5th, 1999)
Alaska Pacific Bancshares Inc – PROPOSED FORM OF EMPLOYEE SEVERANCE COMPENSATION PLAN (March 22nd, 1999)
Alaska Pacific Bancshares Inc – PROPOSED FORM OF SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS (March 22nd, 1999)
Alaska Pacific Bancshares Inc – CHANGE IN CONTROL SEVERANCE AGREEMENT (March 22nd, 1999)