Exhibit 10.1
WAIVER OF EXECUTIVE COMPENSATION
AGREEMENT
This Waiver of Executive
Compensation Agreement (the “ Agreement ”) is
made and entered into as of November 21, 2008 (the “
Effective Date ”) between COLUMBIA BANKING SYSTEM,
INC. , a Washington corporation (“ CBSI ”),
COLUMBIA STATE BANK , a Washington state-chartered bank
(“ CB ” and collectively with CBSI, the “
Company ”) and
(“ Executive ”).
RECITALS
WHEREAS, the Emergency Economic
Stabilization Act of 2008 (“ EESA ”) and the
Troubled Assets Relief Program (“ TARP ”) have
been enacted into law, which give the United States Treasury
Department (“ Treasury ”) broad authority to
purchase and to make and fund commitments to purchase troubled
assets from financial institutions;
WHEREAS, pursuant to such authority,
Treasury is implementing the voluntary TARP Capital Purchase
Program (“ CPP ”), which provides for qualified
financial institutions to sell senior preferred stock (the “
Senior Preferred Stock ”) and to issue warrants to
purchase common stock to Treasury under terms promulgated by
Treasury;
WHEREAS, the Company’s senior
management and board of directors have determined that
participating in the CPP is in the best interest of the Company and
its shareholders and the Company has been approved by Treasury for
participation;
WHEREAS, Section 111 of the
EESA and the Treasury guidance and regulations issued thereunder or
to be issued thereunder (collectively, the “
Regulations ”), impose certain limitations on
executive compensation as a condition to participating in the CPP
for the Company’s top five senior executive officers as
defined in the Regulations (each a “ SEO ”)
during the period of time that the Treasury owns any debt or equity
securities of the Company acquired under the CPP Securities
Purchase Agreement or Warrant executed by the Company;
and
WHEREAS, in consideration of the
benefits Executive will receive as a result of the Company’s
participation in the CPP, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
AGREEMENT
1. Omnibus Amendment .
Executive hereby agrees that, notwithstanding
