Pacific Financial Corp Sample Contracts

AGREEMENT
Employment Agreement • March 20th, 2003 • Pacific Financial Corp • State commercial banks • Washington
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 28th, 2009 • Pacific Financial Corp • State commercial banks

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 25, 2009, by and among Pacific Financial Corporation, a Washington corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 23rd, 2003 • Pacific Financial Corp • State commercial banks • Washington
RECITALS
Employment Agreement • October 21st, 1999 • Harbor Bancorp Inc • State commercial banks • Washington
RECITALS
Employment Agreement • March 22nd, 2004 • Pacific Financial Corp • State commercial banks • Washington
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 28th, 2009 • Pacific Financial Corp • State commercial banks • Washington

This Securities Purchase Agreement (this “Agreement”) is dated as of August 25, 2009, by and among Pacific Financial Corporation, a Washington corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT
Executive Supplemental Compensation Agreement • November 9th, 2007 • Pacific Financial Corp • State commercial banks • Washington

This Executive Supplemental Compensation Agreement (hereinafter “Agreement”) is made and entered into effective as of January 1, 2007 by and between Bank of the Pacific, with its principal offices located in the Aberdeen, Washington ("the Bank" or “Employer”) and, Denise J. Portmann, an individual residing in the State of Washington ("the Executive").

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 20th, 2009 • Pacific Financial Corp • State commercial banks • Washington
EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2006 • Pacific Financial Corp • State commercial banks • Washington

THIS EMPLOYMENT AGREEMENT (the “Agreement”), between The Bank of the Pacific, a Washington business corporation (“The Bank”) and Philippe S. Swaab (“Executive”) is dated as of December 20th, 2005 and will be effective January 1, 2006.

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 17th, 2013 • Pacific Financial Corp • State commercial banks

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Amendment") is effective January 11, 2013, by and between The Bank of the Pacific, a Washington corporation ("The Bank"), and Dennis A. Long (the "Executive").

VOTING AGREEMENT AND RESIGNATION
Voting Agreement and Resignation • December 5th, 2003 • Pacific Financial Corp • State commercial banks

THIS VOTING AGREEMENT AND RESIGNATION ("Voting Agreement") dated as of October 22, 2003, is among BNW Bancorp, Inc. ("NorthWest"), Pacific Financial Corporation ("Pacific"), and the undersigned, each of whom is a director of NorthWest.

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 4th, 2015 • Pacific Financial Corp • State commercial banks • Washington

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), between The Bank of the Pacific, a Washington business corporation ("The Bank"), and Denise Portmann ("Executive"), initially entered into effective July 1, 2005, was amended and restated December 29, 2008, and further amended January 11, 2013, is now being further amended and restated as set forth herein effective May 1, 2015.

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • April 23rd, 2007 • Pacific Financial Corp • State commercial banks • Washington

This Separation and Release Agreement (“Agreement”) sets forth the terms of the agreement between The Bank of the Pacific (“the Bank”) and Philippe Swaab (“Swaab”) relating to Swaab’s employment with and separation of employment from the Bank.

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 17th, 2013 • Pacific Financial Corp • State commercial banks

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Amendment") is effective January 11, 2013, by and between The Bank of the Pacific, a Washington corporation ("The Bank"), and Denise Portmann (the "Executive").

Contract
Pacific Financial Corp • March 22nd, 2010 • State commercial banks • Washington

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ANY STATE SECURITIES LAWS, OR THE LAWS OF ANY FOREIGN JURISDICTION. NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE SOLD, OFFERED FOR SALE, OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER ACTIONS AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT, STATE LAWS, OR LAWS OF FOREIGN JURISDICTIONS OR AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH REGISTRATION OR OTHER ACTION IS NOT REQUIRED.

EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2006 • Pacific Financial Corp • State commercial banks • Washington

THIS EMPLOYMENT AGREEMENT (the “Agreement”), between The Bank of the Pacific, a Washington business corporation (“The Bank”) and Denise Portmann (“Officer”) is dated as of June 15, 2005 and will be effective July 1, 2005.

EMPLOYMENT AGREEMENT
Employment Agreement • December 5th, 2003 • Pacific Financial Corp • State commercial banks • Washington

THIS EMPLOYMENT AGREEMENT ("Agreement"), among PACIFIC FINANCIAL CORPORATION, a Washington corporation ("Pacific"), THE BANK OF THE PACIFIC, a Washington banking corporation (the "Bank"), and DON ZIMMERMAN ("Executive") is dated as of October 22, 2003, and will be effective as of the date (the "Effective Date") the merger (the "Merger") of BNW Bancorp, Inc., with and into Pacific becomes effective under the terms of the Agreement and Plan of Merger of even date herewith (the "Merger Agreement"). If the Merger Agreement is terminated for any reason, this Agreement will be null and void and of no effect.

PACIFIC FINANCIAL CORPORATION
Nonqualified Stock Option Agreement • May 9th, 2007 • Pacific Financial Corp • State commercial banks • Washington
PACIFIC FINANCIAL CORPORATION Individual Participation Agreement
Individual Participation Agreement • March 14th, 2008 • Pacific Financial Corp • State commercial banks • Washington

THIS INDIVIDUAL PARTICIPATION AGREEMENT (hereinafter “Participation Agreement”) is entered into as of 3/13 , 2008, by and between Pacific Financial Corporation, a Washington Corporation (hereinafter the “Company”) and the Participant designated above.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 20th, 2009 • Pacific Financial Corp • State commercial banks • Washington

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), between The Bank of the Pacific, a Washington business corporation ("The Bank”), and John Van Dijk, (“Executive”), initially entered into effective July 1, 2005, is being amended and restated as set forth herein effective December 29, 2008.

EMPLOYMENT AGREEMENT
Employment Agreement • December 5th, 2003 • Pacific Financial Corp • State commercial banks • Washington

THIS EMPLOYMENT AGREEMENT ("Agreement"), among PACIFIC FINANCIAL CORPORATION, a Washington corporation ("Pacific"), THE BANK OF THE PACIFIC, a Washington banking corporation (the "Bank"), and PHILIPPE SWAAB ("Executive") is dated as of October 22, 2003, and will be effective as of the date (the "Effective Date") the merger (the "Merger") of BNW Bancorp, Inc., with and into Pacific becomes effective under the terms of the Agreement and Plan of Merger of even date herewith (the "Merger Agreement"). If the Merger Agreement is terminated for any reason, this Agreement will be null and void and of no effect.

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PACIFIC FINANCIAL CORPORATION Individual Participation Agreement
Individual Participation Agreement • March 14th, 2008 • Pacific Financial Corp • State commercial banks • Washington

THIS INDIVIDUAL PARTICIPATION AGREEMENT (hereinafter “Participation Agreement”) is entered into as of 3/13 , 2008, by and between Pacific Financial Corporation, a Washington Corporation (hereinafter the “Company”) and the Participant designated above.

EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2014 • Pacific Financial Corp • State commercial banks • Washington

THIS EMPLOYMENT AGREEMENT (the "Agreement"), between The Bank of the Pacific, a Washington business corporation ("The Bank"), and Douglas N. Biddle ("Executive"), is entered into effective February 10, 2014.

PACIFIC FINANCIAL CORPORATION
Incentive Stock Option Agreement • May 9th, 2007 • Pacific Financial Corp • State commercial banks • Washington
Contract
Pacific Financial Corp • August 28th, 2009 • State commercial banks • Delaware

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ANY STATE SECURITIES LAWS, OR THE LAWS OF ANY FOREIGN JURISDICTION. NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE SOLD, OFFERED FOR SALE, OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER ACTIONS AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT, STATE LAWS, OR LAWS OF FOREIGN JURISDICTIONS OR AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH REGISTRATION OR OTHER ACTION IS NOT REQUIRED.

PACIFIC FINANCIAL CORPORATION Individual Participation Agreement
Individual Participation Agreement • March 14th, 2008 • Pacific Financial Corp • State commercial banks • Washington

THIS INDIVIDUAL PARTICIPATION AGREEMENT (hereinafter “Participation Agreement”) is entered into as of March 13 , 2008, by and between Pacific Financial Corporation, a Washington Corporation (hereinafter the “Company”) and the Participant designated above.

PACIFIC FINANCIAL CORPORATION Individual Participation Agreement
Individual Participation Agreement • March 14th, 2008 • Pacific Financial Corp • State commercial banks • Washington

THIS INDIVIDUAL PARTICIPATION AGREEMENT (hereinafter “Participation Agreement”) is entered into as of 3/13 , 2008, by and between Pacific Financial Corporation, a Washington Corporation (hereinafter the “Company”) and the Participant designated above.

FIRST AMENDMENT OF EMPLOYMENT AGREEMENT BETWEEN ROBERT J. WORRELL AND THE BANK OF GRAYS HARBOR
Employment Agreement • October 21st, 1999 • Harbor Bancorp Inc • State commercial banks
EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2006 • Pacific Financial Corp • State commercial banks • Washington

THIS EMPLOYMENT AGREEMENT (the “Agreement”), between The Bank of the Pacific, a Washington business corporation (“the Bank”) and Dennis A. Long (“Executive”) is dated as of June 30, 2005 and will be effective July 1, 2005.

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