Banner Corp Sample Contracts

PURCHASE AND ASSUMPTION AGREEMENT dated as of February 19, 2014 between STERLING SAVINGS BANK and BANNER BANK
Purchase and Assumption Agreement • February 21st, 2014 • Banner Corp • State commercial banks • Delaware

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of February 19, 2014 (this “Agreement”), between Sterling Savings Bank, a Washington state-chartered bank and a wholly-owned subsidiary of Sterling Financial Corporation, a Washington corporation (“Sterling”) with its principal office located in Spokane, Washington (subject to Recital A below, “Seller”), and Banner Bank, a Washington state-chartered bank with its principal office located in Walla Walla, Washington (“Purchaser”).

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86,250,000 Shares Banner Corporation Common Stock par value $0.01 per share Underwriting Agreement
Underwriting Agreement • June 25th, 2010 • Banner Corp • State commercial banks • New York

Banner Corporation, a Washington corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom D. A. Davidson & Co. is acting as representative (the “Representative”), an aggregate of 75,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 11,250,000 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Common Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).

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BANNER CORPORATION (a Washington corporation) 124,000 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (par value $0.01 per share) UNDERWRITING AGREEMENT
Underwriting Agreement • March 30th, 2012 • Banner Corp • State commercial banks • New York

Banner Corporation, a Washington corporation (the “Company”), Banner Bank and Islanders Bank (the “Bank”) and the United States Department of the Treasury (the “Selling Shareholder”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Sandler O’Neill & Partners, L.P. (“Sandler O’Neill,” and collectively with Merrill Lynch, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch and Sandler O’Neill are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of the Company (the “Preferred Stock”) set forth in Schedule A hereto. The aforesaid 124,000 shares of Preferred Stock to be purcha

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November 5, 2014
Banner Corp • November 12th, 2014 • State commercial banks

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof, by and among SKBHC Holdings LLC, a Delaware limited liability company (“Holdings”), Starbuck Bancshares, Inc., a Minnesota corporation (“Silicon”), and Banner Corporation, a Washington corporation (“Boron”) (such agreement, the “Merger Agreement”). Certain capitalized terms used in this investor letter agreement shall have the meanings ascribed to such terms in Section 7.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 4th, 2013 • Banner Corp • State commercial banks • Washington

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 30th day of May, 2013, by and between Banner Corporation (the “Company”) and its wholly owned subsidiary Banner Bank (the “Bank”), and Mark J. Grescovich (the “Employee”).

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Form of Incentive Stock Option Award Agreement under the Banner Corporation 2014 Omnibus Incentive Plan
Incentive Stock Option Award Agreement • May 9th, 2014 • Banner Corp • State commercial banks

This Incentive Stock Option Award (“ISO”) is granted by Banner Corporation (“Corporation”) to [Name] (“Option Holder”) in accordance with the terms of this Incentive Stock Option Award Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

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EMPLOYMENT AGREEMENT
Employment Agreement • October 8th, 2014 • Banner Corp • State commercial banks • Oregon

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 3rd day of October, 2014, by and between Banner Corporation (the “Company”) and its wholly-owned subsidiary, Banner Bank (“Bank”) (for purposes of convenience, both are sometimes referred to as “Employer”), and Johan Mehlum (for purposes of convenience, Mehlum shall hereafter be referred to as “Employee”). Employer and Employee have agreed to the following terms and conditions of employment:

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FORM OF] INCENTIVE STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks
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AGREEMENT AND PLAN OF MERGER by and between BANNER CORPORATION and HOME FEDERAL BANCORP, INC. Dated as of September 24, 2013
Agreement and Plan of Merger • September 26th, 2013 • Banner Corp • State commercial banks • Washington

AGREEMENT AND PLAN OF MERGER, dated as of September 24, 2013 (this “Agreement”), by and between Banner Corporation, a Washington corporation (“Banner”), and Home Federal Bancorp, Inc., a Maryland corporation (“Home”, and together with Banner, the “Parties”).

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BANNER CORPORATION [FORM OF] RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks

This Award of restricted stock units (“RSUs”) is granted by Banner Corporation (“Company”) to [Name] (“Grantee”) in accordance with the terms of this Restricted Stock Unit Award Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference. Capitalized terms used but not defined herein have the meanings given to them in the Plan.

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BANNER CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE AWARD)
Restricted Stock Unit Award Agreement • August 30th, 2023 • Banner Corp • State commercial banks

This Award of restricted stock units (“RSUs”) is granted by Banner Corporation (“Company”) to [Participant Name] (“Grantee”) in accordance with the terms of this Restricted Stock Unit Award Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2023 Omnibus Incentive Plan, as amended from time to time (“Plan”). This Award is intended to be a “Performance Award” under the Plan. The Plan is incorporated herein by reference. Capitalized terms used but not defined herein have the meanings given to them in the Plan.

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Form of Incentive Stock Option Award Agreement under the Banner Corporation 2018 Omnibus Incentive Plan
Incentive Stock Option Award Agreement • May 4th, 2018 • Banner Corp • State commercial banks

This Incentive Stock Option Award ("ISO") is granted by Banner Corporation ("Corporation") to [Name] ("Option Holder") in accordance with the terms of this Incentive Stock Option Award Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2018 Omnibus Incentive Plan, as amended from time to time ("Plan"). The Plan is incorporated herein by reference.

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Form of Restricted Stock Unit Award Agreement under the Banner Corporation 2014 Omnibus Incentive Plan
Restricted Stock Unit Award Agreement • May 9th, 2014 • Banner Corp • State commercial banks

This Award of restricted stock units (“RSUs”) is granted by Banner Corporation (“Corporation”) to [Name] (“Grantee”) in accordance with the terms of this Restricted Stock Unit Award Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference. Capitalized terms used but not defined herein have the meanings given to them in the Plan.

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BANNER CORPORATION RESTRICTED STOCK AWARD AGREEMENT PERFORMANCE- BASED RESTRICTED STOCK
Restricted Stock Award Agreement • June 4th, 2013 • Banner Corp • State commercial banks

This Restricted Stock Award of Shares ("Restricted Stock") is granted by Banner Corporation ("Company") to [Name] ("Grantee") in accordance with the terms of this Restricted Stock Award Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2012 Restricted Stock and Incentive Bonus Plan, as amended from time to time, and the 2013 Long-term Incentive Plan (together the "Plans"), which are incorporated herein by reference.

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Form of Stock Appreciation Right Award Agreement under the Banner Corporation 2014 Omnibus Incentive Plan
Stock Appreciation Right Award • May 9th, 2014 • Banner Corp • State commercial banks

This Stock Appreciation Right Award (“SAR”) is granted by Banner Corporation (“Corporation”) to [Name] (“SAR Holder”) in accordance with the terms of this Stock Appreciation Right Award Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

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FORM OF CONSULTANT AGREEMENT
Form of Consultant Agreement • September 22nd, 2020 • Banner Corp • State commercial banks

This Consultant Agreement (the “Agreement”), is made and entered into effective September 22, 2020, by and between Banner Bank, a Washington state chartered commercial bank (the “Bank”), and Richard B. Barton (“Consultant”).

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BANNER CORPORATION [FORM OF] PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks

This Performance Unit Award (“Award”) is granted by Banner Corporation (“Company”) to [Name] (“Grantee”) in accordance with the terms of this Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference.

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BANNER CORPORATION [FORM OF] PERFORMANCE UNIT AWARD AGREEMENT- CASH
Performance Unit Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks

This Performance Unit Award (“Award”) is granted by Banner Corporation (“Company”) to [Name] (“Grantee”) in accordance with the terms of this Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference.

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AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
Merger Agreement • May 19th, 2015 • Banner Corp • State commercial banks

Reference is made to (i) that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 5, 2014, by and among SKBHC Holdings LLC (“Holdings”), Starbuck Bancshares, Inc., a Minnesota corporation (“Starbuck”), and Banner Corporation, a Washington corporation (“Banner”) and (ii) that certain Joinder Agreement (the “Joinder Agreement”) to the Merger Agreement, dated as of December 17, 2014, by and among Holdings, Starbuck, Banner and Elements Merger Sub, LLC, a Washington limited liability company (“Elements”). Unless otherwise defined herein, terms defined in the Merger Agreement and used herein shall have the meanings given to them in the Merger Agreement.

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Form of Stock Appreciation Right Award Agreement under the Banner Corporation 2018 Omnibus Incentive Plan
Stock Appreciation Right Award • May 4th, 2018 • Banner Corp • State commercial banks

This Stock Appreciation Right Award ("SAR") is granted by Banner Corporation ("Corporation") to [Name] ("SAR Holder") in accordance with the terms of this Stock Appreciation Right Award Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2018 Omnibus Incentive Plan, as amended from time to time ("Plan"). The Plan is incorporated herein by reference.

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SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • March 31st, 2023 • Banner Corp • State commercial banks

This Separation and Release Agreement (“Agreement”) is made by and between Peter J. Conner (“Executive”), an individual, and Banner Corporation, a Washington Corporation (the “Company”), Banner Bank (the “Bank”), and the Bank’s subsidiaries (collectively, “Banner”), effective as of ________________, 2023 (the “Agreement Date”).

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JEFFERS, DANIELSON, SONN & AYLWARD, P.S. LETTERHEAD] October 9, 2007
Banner Corp • October 12th, 2007 • State commercial banks

Re: Merger pursuant to Agreement and Plan of Merger, dated as of June 27, 2007, by Banner Bank, a Washington state-chartered bank (“Banner Bank”), a direct wholly-owned subsidiary of Banner Corporation, a Washington corporation (“Banner”) and NCW Community Bank, a Washington state-chartered bank (“NCW”), (the “Merger Agreement”).

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Form of Employee Time-based Restricted Stock Unit Award Agreement under the Banner Corporation 2018 Omnibus Incentive Plan
Restricted Stock Unit Award Agreement • May 4th, 2018 • Banner Corp • State commercial banks

This Award of restricted stock units ("RSUs") is granted by Banner Corporation ("Corporation") to [Name] ("Grantee") in accordance with the terms of this Restricted Stock Unit Award Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2018 Omnibus Incentive Plan, as amended from time to time ("Plan"). The Plan is incorporated herein by reference. Capitalized terms used but not defined herein have the meanings given to them in the Plan.

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BANNER CORPORATION [FORM OF] RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks

This Restricted Stock Award (“Restricted Stock Award”) is granted by Banner Corporation (“Company”) to [Name] (“Grantee”) in accordance with the terms of this Restricted Stock Award Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 29th, 2010 • Banner Corp • State commercial banks • Washington

THIS INDEMNIFICATION AGREEMENT (the "Agreement") is entered into effective as of , 2010, (the "Effective Date"), between Banner Corporation, a Washington corporation (the "Company"), and , a director of the Company ("Indemnitee").

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Banner Corporation Underwriting Agreement
Banner Corp • June 30th, 2020 • State commercial banks • New York

Banner Corporation, a Washington corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $100,000,000 aggregate principal amount of its 5.000% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 30, 2020 (the “Base Indenture”) between the Company, and The Bank of New York Mellon, N.A., as trustee (the “Trustee”), as amended by a First Supplemental Indenture between the Company and the Trustee to be dated as of June 30, 2020 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

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Form of Employee Performance-based Restricted Stock Unit Award Agreement under the Banner Corporation 2018 Omnibus Incentive Plan
Award Agreement • May 4th, 2018 • Banner Corp • State commercial banks
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BANNER CORPORATION RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 25th, 2012 • Banner Corp • State commercial banks

This Restricted Stock Award of Shares ("Restricted Stock") is granted by Banner Corporation ("Company") to [Name] ("Grantee") in accordance with the terms of this Restricted Stock Award Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2012 Restricted Stock Plan, as amended from time to time ("Plan"). The Plan is incorporated herein by reference.

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Form of Director Restricted Stock Award Agreement under the Banner Corporation 2018 Omnibus Incentive Plan
Restricted Stock Award Agreement • May 4th, 2018 • Banner Corp • State commercial banks
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FORM OF] NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Qualified Stock Option Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks

This Non-Qualified Stock Option Award (“NQSO”) is granted by Banner Corporation (“Company”) to [Name] (“Option Holder”) in accordance with the terms of this Non-Qualified Stock Option Award Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

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BANNER CORPORATION RESTRICTED STOCK AWARD AGREEMENT TIME-BASED RESTRICTED STOCK
Restricted Stock Award Agreement • June 4th, 2013 • Banner Corp • State commercial banks

This Restricted Stock Award of Shares ("Restricted Stock") is granted by Banner Corporation ("Company") to [Name] ("Grantee") in accordance with the terms of this Restricted Stock Award Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2012 Restricted Stock and Incentive Bonus Plan, as amended from time to time ("Plan"). The Plan is incorporated herein by reference.

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AGREEMENT AND PLAN OF MERGER by and among SKBHC HOLDINGS LLC STARBUCK BANCSHARES, INC. and BANNER CORPORATION DATED AS OF NOVEMBER 5, 2014
Agreement and Plan of Merger • November 12th, 2014 • Banner Corp • State commercial banks • Minnesota

AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2014 (this “Agreement”), by and among SKBHC Holdings LLC, a Delaware limited liability company (“Holdings”), Starbuck Bancshares, Inc., a Minnesota corporation (“Silicon”), and Banner Corporation, a Washington corporation (“Boron”).

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Form of Performance Unit Award Agreement under the Banner Corporation 2014 Omnibus Incentive Plan
Performance Unit Award Agreement • May 9th, 2014 • Banner Corp • State commercial banks

This Performance Unit Award ("Award") is granted by Banner Corporation ("Company") to [Name] ("Grantee") in accordance with the terms of this Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (the "Plan"), which is incorporated herein by reference.

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Form of Non-Qualified Stock Option Award Agreement under the Banner Corporation 2018 Omnibus Incentive Plan
Qualified Stock Option Award Agreement • May 4th, 2018 • Banner Corp • State commercial banks

This Non-Qualified Stock Option Award ("NQSO") is granted by Banner Corporation ("Corporation") to [Name] ("Option Holder") in accordance with the terms of this Non-Qualified Stock Option Award Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2018 Omnibus Incentive Plan, as amended from time to time ("Plan"). The Plan is incorporated herein by reference.

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Form of Non-Qualified Stock Option Award Agreement under the Banner Corporation 2014 Omnibus Incentive Plan
Qualified Stock Option Award Agreement • May 9th, 2014 • Banner Corp • State commercial banks

This Non-Qualified Stock Option Award (“NQSO”) is granted by Banner Corporation (“Corporation”) to [Name] (“Option Holder”) in accordance with the terms of this Non-Qualified Stock Option Award Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

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