EXHIBIT 10.30
AMENDMENT TO AMENDED
AND RESTATED
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the
“Agreement”) is made and entered into effective the 24
th day of August 2009 (the “Effective
Date”), by and between NORTHRIM BANCORP, INC. and its wholly
owned subsidiary, NORTHRIM BANK, a state-chartered commercial bank,
with its principal office in Anchorage, Alaska (collectively, the
“Employer”), and Joseph M. Beedle
In consideration of the mutual
promises made in this Agreement, the parties agree as follows:
1. Employment.
Employer employs Executive and
Executive accepts employment with Employer as its President of
Northrim Bank.
2. Term.
The term of this Agreement (the
“Term”) shall commence on the Effective Date and shall
continue through December 31, 2010; provided, however ,
that on January 1, 2011 and each succeeding January 1,
the Term shall automatically be extended for one additional year
unless, not later than ninety (90) days prior to any such
January 1, either party shall have given written notice to the
other that it does not wish to extend the Term. In the event the
Term is not extended, Executive shall have no rights to any of the
severance payments or benefits continuation described in Section 5
except as specifically provided for in Section 5 (a).
3. Duties.
The Executive will serve as
President of Northrim Bank of the Employer. Executive shall
render such executive, management and administrative services and
perform such tasks in connection with the affairs and overall
operation of the Employer as is customary for his position, subject
to the direction of Employer’s Chairman and Chief Executive
Officer and Board of Directors. Executive shall devote necessary
time, attention and effort to Employer’s business in order to
properly discharge his responsibilities under this Agreement.
4. Compensation, Benefits,
Reimbursement and Bonus.
a. Base Salary.
In consideration for all services rendered by Executive during the
term of this Agreement, Employer shall pay Executive an annual base
salary (before all customary and proper payroll deductions) of
$240,000 , as adjusted from time to time (“Base
Salary”). The Board of Directors of the Employer shall review
Executive’s salary each year, in a manner consistent with
that used for all management employees of the Employer, and in its
sole discretion may adjust such salary commensurate with the
Executive’s performance under this Agreement.
b. Incentive
Compensation . Under the Employer’s Executive
Incentive Compensation Plan, Executive shall be eligible to receive
an annual bonus based on performance as defined by the Board of
Directors. Executive’s annual target bonus will equal
30% of Base Salary. This is the amount payable for
ambitious, but expected, results as determined by the Board of
Directors. Executive’s bonus may be more or less than this
amount at the Board of Directors discretion but may not exceed
40% of Base Salary.
c. Stock Options.
Executive shall be eligible for stock option grants under the
Employer’s Stock Incentive Plan. The timing and size of
awards will be at the discretion of the Board of Directors.
d. SERP and Deferred
Compensation. Executive shall also be entitled to receive
an annual contribution equal to 15% of annual Base Salary in
accordance with the Employer’s Supplemental Executive
Retirement Plan, as may be adjusted at the discretion of the Board
of Directors from time to time. The Executive may also participate
in the Employer’s Deferred Compensation Plan.
e. Supplemental
Retirement Deferred Compensation . Executive shall also
participate in the Company’s Supplemental Retirement Deferred
Compensation Plan, in accordance with such plan.
f. Other
Benefits. Throughout the term of this Agreement, Employer
shall provide Executive with reasonable health insurance,
disability and other employee benefits. Executive shall participate
in all employee benefit plans and programs of Employer on a basis
at least as favorable as that accorded to any other officer of
Employer.
g Expenses. Employer
shall reimburse Executive for his reasonable expenses (including,
without limitation, travel, entertainment, and similar expenses)
incurred in performing and promoting the business of Employer.
Executive shall present from time to time itemized accounts of any
such expenses as required by Employer, subject to any limits of
company policy and the rules and regulations of the Internal
Revenue Service.
h. Automobile
Allowance. Executive shall receive a SEVEN HUNDRED
Dollar ($700.00) monthly automobile allowance for his automobile,
fuel and maintenance expenses for Bank business. No other expense
reimbursement will be provided for use of his vehicle.
5. Termination of
Agreement.
a. Termination Due to
a Change in Control . If (A) Employer (either
Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change
of Control (as defined in Section 5(f)(i)), and
(B) either Employer or its assigns terminates
Executive’s employment without Cause (either during the
annual term of this Agreement or by refusing to extend this
Agreement when the annual termination occurs every
December 31) or Executive terminates his employment for Good
Reason within 730 days of such Change of Control, then
Employer shall pay Executive in a lump sum: (i) all Base
Salary earned and all reimbursable expenses incurred under this
Agreement through such termination date; (ii) a pro rata
portion of any annual target bonus for the year of termination; and
(iii) an amount equal to two (2) times Executive’s
highest Base Salary over the prior three (3) years, plus an
amount equal to two (2) times the target bonus or two
(2) times the average bonus paid over the prior three
(3) years, whichever is greater; and (iv) benefits
described in Sections 5(b)(I) and (II) below. The amounts
described in Section 5(a)(i) and (ii) herein shall be
paid no later than 45 days after the day on which employment
is terminated. The amount described in Section 5(a)(iii)
herein shall be paid on the first day of the month following a
period of six (6) months after the termination of employment,
provided that the payment may be made sooner if either (i) the
amount does not exceed two times the lesser of (a) the
Executive’s annual compensation for the year prior to the
year in which employment is terminated; or (b) the maximum
amount that may be taken into account under a qualified plan
pursuant to Internal Revenue Code Section 401(a)(17) for such
year (the “IRC Safe Harbor”) or (ii) at the
Executive’s election, the amount described in Section
5(a)(iii) is reduced to fit within the IRC Safe Harbor. No payment
will be made pursuant to Section 5(a)(iii) until the Executive
has signed an agreement, in a form acceptable to Employer, that
releases and holds Employer harmless from all known and unknown
claims and liabilities arising out of Executive’s employment
with Employer or the performance of this Agreement (“Release
Agreement”).
b. Termination by
Employer Without Cause or by Executive for Good Reason
. If Employer terminates Executive’s employment
without Cause, or if Executive terminates his employment for Good
Reason, Employer shall pay Executive in a lump sum: (i) all
Base Salary earned and all reimbursable expenses incurred under
this Agreement through such termination date, plus a pro rata
portion of any annual target bonus for the year of termination; and
(ii) an amount equal to two (2) times Executive’s
highest Base Salary over the prior three (3) years, plus an
amount equal to two (2) times the target bonus or two
(2) times the average bonus paid over the prior three
(3) years, whichever is greater. The amount described in
5(b)(i) herein shall be paid no later than 45 days after the
day on which employment is terminated. The amount described in
5(b)(ii) herein shall be paid on the first day of the month
following a period of six (6) months after the termination of
employment, provided that the payment may be made sooner if either
(i) the amount does not exceed the IRC Safe Harbor or
(ii) at the Executive’s election, the amount described
in Section 5(a)(ii) is reduced to fit within the IRC Safe
Harbor. No payment will be made pursuant to Section 5(a)(ii)
until the Executive has signed a Release Agreement.
(I) Benefits
Continuation. In addition, Executive shall be entitled to
health and dental insurance benefits for a period of eighteen
(18) months following the termination of this Agreement. These
benefits will be provided at Employer’s expense, but such
period shall count towards the Employer’s continuation of
coverage obligation under Section 4980B of the Internal
Revenue Code (commonly referred to as “COBRA”).
(II) Age and Service
Credit. Executive shall also be entitled to receive age
credit and credit for period of service towards all SERP plans for
the remaining period of time covered by this Agreement. If
Executive is hired by Employer, its assigns, any company in control
of Employer, or any company controlled by Employer during the
period covered by this Agreement, then Executive will be entitled
to be treated for all purposes relating to future compensation, and
benefits, as if this Agreement had never been terminated and as if
Executive had performed his responsibilities as an Executive
throughout the period originally covered by this Agreement.
c. Termination by
Employer for Cause or by Executive Without Good Reason
. If Employer terminates Executive’s employment for
Cause or if Executive terminates his employment without Good
Reason, Employer shall pay Executive upon the effective date of
such termination only such Base Salary earned and expenses
reimbursable under this Agreement incurred through such termination
date. In such case, Executive shall have no right to receive
compensation or other benefits for any period after termination
under this Agreement.
d. Termination Due to
Disability . If Employer terminates Executive’s
employment on account of any mental or physical Disability that
prevents Executive from discharging his duties under this
Agreement, even with reasonable accommodation, Executive shall be
entitled to: (i) all Base Salary earned and reimbursement for
expenses incurred under this Agreement through
