Bank of Marin Bancorp Sample Contracts

RIGHTS AGREEMENT
Rights Agreement • July 7th, 2017 • Bank of Marin Bancorp • State commercial banks • New York

On July 6, 2017, the Board of Directors of Bank of Marin Bancorp (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, no par value (the “Common Shares”), of the Company. The dividend was declared subject to certain conditions that have since been satisfied. The dividend was paid on July 23, 2017 (the “Record Date”), to the shareholders of record on that date. Each Right entitled the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, no par value (the “Preferred Shares”), of the Company at a price of $90.00 per one one-hundredth of a Preferred Share (the “Original Purchase Price”), subject to adjustment. The description and terms of the Rights were set forth in a Rights Agreement dated as of July 6, 2017 (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).

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PURCHASE AND ASSUMPTION AGREEMENT
Purchase and Assumption Agreement • February 22nd, 2011 • Bank of Marin Bancorp • State commercial banks

THIS AGREEMENT, made and entered into as of the 18th day of February, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of CHARTER OAK BANK, NAPA, CALIFORNIA (the “Receiver”), BANK OF MARIN, organized under the laws of the State of California, and having its principal place of business in NOVATO, CALIFORNIA (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”).

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BANK OF MARIN SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • November 6th, 2020 • Bank of Marin Bancorp • State commercial banks • California

This SALARY CONTINUATION AGREEMENT (this “Agreement”) is adopted this 1st day of January, 2016, by and between Bank of Marin, a state-chartered commercial bank located in Novato, California (the “Bank”), and Timothy Myers (the “Executive”).

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AGREEMENT (revised on 5/28/2015 based on promotion)
Agreement • June 2nd, 2015 • Bank of Marin Bancorp • State commercial banks • California

WHEREAS, Executive is currently employed by the Company, a California corporation in the capacity of Executive Vice President, Commercial Banking Manager, and Executive’s background, expertise and efforts have contributed to the success and financial strength of the Company; and

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BANK OF MARIN SALARY CONTINUATION AGREEMENT BY AND BETWEEN BANK OF MARIN AND CHRISTINA COOK, DATED JANUARY 1, 2011
Continuation Agreement by And • January 6th, 2011 • Bank of Marin Bancorp • State commercial banks • California

This SALARY CONTINUATION AGREEMENT (this “Agreement”) is adopted this 1st day of January, 2011, by and between Bank of Marin, a state-chartered commercial bank located in Novato, California (the “Bank”), and Christina Cook (the “Executive”).

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EXECUTION
Agreement and Plan of Merger • July 22nd, 2013 • Bank of Marin Bancorp • State commercial banks • California

AGREEMENT AND PLAN OF MERGER, dated as of July 1, 2013 (this “Agreement”), by and between NorCal Community Bancorp (the “Company”), and Bank of Marin Bancorp (“Parent”).

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Contract
Agreement to Merge and Plan of Reorganization • August 2nd, 2017 • Bank of Marin Bancorp • State commercial banks • California

AGREEMENT TO MERGE AND PLAN OF REORGANIZATION dated as of July 31, 2017 by and among Bank of Marin Bancorp Bank of Marin AndBank of Napa, N.A.

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RETIREMENT AGREEMENT AND RELEASE
Retirement Agreement and Release • March 14th, 2008 • Bank of Marin Bancorp • State commercial banks • California

THIS AGREEMENT is made and entered into as of March 11, 2006, by and between Bank of Marin, a California corporation (hereinafter all referred to as "Employer"), and W. Robert Griswold, Jr. (hereinafter referred to as "Employee"), as follows:

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Execution Version AGREEMENT TO MERGE AND PLAN OF REORGANIZATION dated as of April 16, 2021 by and among Bank of Marin Bancorp And American River Bankshares
Non-Solicitation Agreement • April 19th, 2021 • Bank of Marin Bancorp • State commercial banks • California
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AGREEMENT
Agreement • May 11th, 2021 • Bank of Marin Bancorp • State commercial banks • California

This Agreement, dated as of May 10, 2021 (the “Agreement”), is by and among Bank of Marin Bancorp, a California corporation (the “Company”), The Jon S. Kelly Administrative Trust UTD January 14, 2000 (the “Kelly Trust”), Shawn Devlin (“Ms. Devlin”) and Riley Gardner (“Mr. Gardner”; and collectively with the Kelly Trust and Ms. Devlin, the “Kelly Trust Parties”). Each of the foregoing shall be referred to herein individually, as a “Party” and collectively, as the “Parties.”

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BANK OF MARIN SALARY CONTINUATION AGREEMENT BY AND BETWEEN BANK OF MARIN AND KEVIN COONAN, DATED JANUARY 1, 2011
Continuation Agreement • January 6th, 2011 • Bank of Marin Bancorp • State commercial banks • California

This SALARY CONTINUATION AGREEMENT (this “Agreement”) is adopted this 1st day of January, 2011, by and between Bank of Marin, a state-chartered commercial bank located in Novato, California (the “Bank”), and Kevin Coonan (the “Executive”).

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WAIVER AND RELEASE AGREEMENT
Waiver and Release Agreement • July 26th, 2019 • Bank of Marin Bancorp • State commercial banks • California

This Waiver and Release Agreement (“Agreement”) is made as of the date last written below, by and between Bank of Marin (“Employer”) and James S. Kimball (“Employee”). This Agreement is made with specific reference to the following facts:

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FOR VALUE RECEIVED, ____________________HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO __________ , ____________________SHARES REPRESENTED BY THE WITHIN CERTICATE AND DOES HEREBY IRREVOCABLY CONSTITUTE AND APPOINT ____________________ AS THE ATTORNEY TO...
Bank of Marin Bancorp • December 9th, 2008 • State commercial banks

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

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BANK OF MARIN BANCORP And BANK OF MARIN As Rights Agent AMENDMENT NO. 1 TO RIGHTS AGREEMENT Dated as of June 17, 2016
Rights Agreement • June 22nd, 2016 • Bank of Marin Bancorp • State commercial banks • California

This Amendment No. 1, dated June 17, 2016 (the “Amendment”), amends that certain Rights Agreement, dated July 2, 2007 (the “Rights Agreement”), by and between Bank of Marin Bancorp, a California corporation (the “Company”) and Bank of Marin, a California chartered bank (the “Rights Agent”). Capitalized terms used in this Amendment but not defined in this Amendment are defined as set forth in the Rights Agreement.

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PLAN OF REORGANIZATION AND AGREEMENT OF MERGER DATED AS OF MARCH 8, 2007
Plan of Reorganization and Agreement of Merger • June 29th, 2007 • Bank of Marin Bancorp • California

THIS PLAN OF REORGANIZATION AND AGREEMENT OF MERGER (“Agreement”) is made and entered into as of the 8th day of March, 2007, among Bank of Marin (“Bank”), Bank of Marin Bancorp (“Holding Company”) and Bank of Marin Merger Corp. (“Subsidiary”).

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INFORMATION TECHNOLOGY SERVICES AGREEMENT
Confidential Treatment • November 8th, 2012 • Bank of Marin Bancorp • State commercial banks • New York

This Information Technology Services Agreement (“Agreement”) is effective as of July 01, 2012 (“Effective Date”) and is by and between Fidelity Information Services, LLC, an Arkansas limited liability company located at 601 Riverside Avenue, Jacksonville, Florida 32204 (together with its subsidiaries and affiliates, “FIS”), and BANK OF MARIN located at 504 Redwood Boulevard of Novato, California 94947 (“Client”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 26th, 2009 • Bank of Marin Bancorp • State commercial banks • California

This Agreement is made and is effective as of January 23, 2009, by and between Bank of Marin, a California state chartered bank ("Bank"), its parent corporation, Bank of Marin Bancorp, a California corporation (“Bancorp”) (collectively, the “Company”) and Russell A. Colombo ("Executive").

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Letter to Shareholders
Bank of Marin Bancorp • July 7th, 2017 • State commercial banks

The Board of Directors of Bank of Marin Bancorp is committed to protecting and maximizing the value of your investment in the Company and in giving you the optimum opportunity to participate in its long-term value.

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EMPLOYMENT AGREEMENT
Employment Agreement • September 15th, 2017 • Bank of Marin Bancorp • State commercial banks • California

This Agreement is made by and between Bank of Marin, a California banking corporation (“Bank”) and Diane Bishofberger (“Executive”), is dated for reference purposes only as of July 31, 2017, and is made and is effective upon the effective date (“Closing Date”) of the acquisition of Bank of Napa, N.A. (“Napa”) by Bank of Marin (“Bank”)(the “Acquisition”), except for Section 9 which is effective as of July 31, 2017.

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AMENDMENT NUMBER TWO TO AGREEMENT
To Agreement • April 26th, 2023 • Bank of Marin Bancorp • State commercial banks

This Amendment Number Two, dated and effective April 25, 2023 (the “Amendment”), amends that certain Agreement, dated May 10, 2021 (the “Agreement”), by and between Bank of Marin Bancorp, a California corporation (the “Company”), The Jon S. Kelly Administrative Trust UTD January 14, 2000 (the “Kelly Trust”), Shawn Devlin (“Ms. Devlin”) and Riley Gardner (“Mr. Gardner”). Capitalized terms used in this Amendment but not defined in this Amendment are defined as set forth in the Agreement.

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AMENDMENT NUMBER ONE TO AGREEMENT
To Agreement • April 1st, 2022 • Bank of Marin Bancorp • State commercial banks • California

This Amendment Number One, dated and effective March 31, 2022 (the “Amendment”), amends that certain Agreement, dated May 10, 2021 (the “Agreement”), by and between Bank of Marin Bancorp, a California corporation (the “Company”), The Jon S. Kelly Administrative Trust UTD January 14, 2000 (the “Kelly Trust”), Shawn Devlin (“Ms. Devlin”) and Riley Gardner (“Mr. Gardner”). Capitalized terms used in this Amendment but not defined in this Amendment are defined as set forth in the Agreement.

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EMPLOYMENT AGREEMENT
Waiver and Release Agreement • September 24th, 2021 • Bank of Marin Bancorp • State commercial banks • California

This Waiver and Release Agreement (“Agreement”) is made as of the date last written below, by and between Bank of Marin and Bank of Marin Bancorp (collectively, “Employer”) and Timothy Myers (“Employee”). This Agreement is made with specific reference to the following facts:

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INFORMATION TECHNOLOGY SERVICES AGREEMENT
Confidential Treatment Requested • July 17th, 2012 • Bank of Marin Bancorp • State commercial banks • New York

This Information Technology Services Agreement (“Agreement”) is effective as of July 01, 2012 (“Effective Date”) and is by and between Fidelity Information Services, LLC, an Arkansas limited liability company located at 601 Riverside Avenue, Jacksonville, Florida 32204 (together with its subsidiaries and affiliates, “FIS”), and Bank of Marin located at 504 Redwood Boulevard of Novato, California 94947 (“Client”).

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CONSULTING AGREEMENT
Consulting Agreement • March 14th, 2008 • Bank of Marin Bancorp • State commercial banks • California

This Agreement is made and entered into as of March 11, 2006, by and between Bank of Marin, a California corporation (the "Company") and W. Robert Griswold, Jr. (hereinafter referred to as "Consultant").

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The Schedule A originally attached to, and made part of, the Agreement shall be replaced by the revised Schedule A attached hereto which reflects the increased benefits provided for in this Amendment. The Executive and the Bank intend that the...
Continuation Agreement • December 21st, 2022 • Bank of Marin Bancorp • State commercial banks
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 7th, 2007 • Bank of Marin Bancorp • State commercial banks • California

This Indemnification Agreement, dated as of August 9, 2007, is made by and among Bank of Marin Bancorp, a California corporation, Bank of Marin, a California banking corporation (Bank of Marin Bancorp and Bank of Marin being collectively referred to as the "Corporation"), and a director [officer] of either Bank of Marin Bancorp or Bank of Marin (the "Indemnitee").

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