ex10_06.htm


    
      

    

    EXHIBIT
      10.06

    


    INDEMNIFICATION
      AGREEMENT

    


    


    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").

    


    RECITALS

    


    A.           The
      Corporation and the Indemnitee recognize that the present state of the law
      is
      too uncertain to provide the Corporation's officers and directors with adequate
      and reliable advance knowledge or guidance with respect to the legal risks
      and
      potential liabilities to which they may become personally exposed as a result
      of
      performing their duties for the Corporation;

    


    B.           The
      Corporation and the Indemnitee are aware of the substantial growth in the number
      of lawsuits filed against corporate officers and directors in connection with
      their activities in such capacities and by reason of their status as
      such;

    


    C.           The
      Corporation and the Indemnitee recognize that the cost of defending against
      such
      lawsuits, whether or not meritorious, is typically beyond the financial
      resources of most officers and directors of the Corporation;

    


    D.           The
      Corporation and the Indemnitee recognize that the legal risks and potential
      liabilities, and the threat thereof, associated with proceedings filed against
      the officers and directors of the Corporation bear no reasonable relationship
      to
      the amount of compensation received by the Corporation's officers and
      directors;

    


    E.           The
      Corporation has determined that the liability insurance coverage available
      to
      the Corporation as of the date may not be entirely adequate.  The
      Corporation believes, therefore, that the interest of the Corporation's
      shareholders would be best served by a combination of (i) such insurance as
      the
      Corporation may obtain pursuant to the Corporation's obligations hereunder
      and
      (ii) a contract with its officers and directors, including the Indemnitee,
      to
      indemnify them to the fullest extent permitted by law (as in effect on the
      date
      hereof, or, to the extent any amendment may expand such permitted
      indemnification, as hereafter in effect) against personal liability for actions
      taken in the performance of their duties to the Corporation;

    


    F.           Section
      317 of the California Corporations Code empowers California corporations to
      indemnify their officers and directors and further states that the
      indemnification provided by Section 317 "shall not be deemed exclusive of any
      other rights to which those seeking indemnification may be entitled under any
      bylaw, agreement, vote of shareholders or disinterested directors or otherwise,
      both as to action in an official capacity and as to action in another capacity
      while holding such office, to the extent such additional rights to
      indemnification are authorized in the articles of the corporation"; thus,
      Section 317 does not by itself limit the extent to which the Corporation may
      indemnify persons serving as its officers and directors;

    


    
      
        
        

      

      
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    G.           The
      Corporation's Articles of Incorporation and Bylaws authorize the indemnification
      of the officers and directors of the Corporation in excess of that expressly
      permitted by Section 317, subject to the limitations set forth in Section
      204(a)(11) of the California Corporations Code;

    


    H.           The
      Board of Directors of the Corporation has concluded that, to retain and attract
      talented and experienced individuals to serve as officers and directors of
      the
      Corporation and to encourage such individuals to take the business risks
      necessary for the success of the Corporation, it is necessary for the
      Corporation to contractually indemnify its officers and directors, and to assume
      for itself liability for expenses and damages in connection with claims against
      such officers and directors in connection with their service to the Corporation,
      and has further concluded that the failure to provide such contractual
      indemnification could result in great harm to the Corporation and its
      shareholders;

    


    I.           The
      Corporation desires and has requested Indemnitee to serve or continue to serve
      as a director [officer] of the Corporation, free from undue concern for the
      potential liabilities associated with such services to Corporation;
      and

    


    J.           The
      Indemnitee is willing to serve, or continue to serve, the Corporation, provided,
      and on the expressed condition, that he is furnished with the indemnification
      provided for herein.

     

    AGREEMENT

    


    NOW,
      THEREFORE, the Corporation and Indemnitee agree as follows:

    


    1.           Definitions.

    


    (a)           "Expenses"
      means, for the purposes of this Agreement, all direct and indirect costs of
      any
      type or nature whatsoever (including, without limitation, any fees and
      disbursements of Indemnitee's counsel, accountants and other experts and other
      out-of-pocket costs) actually and reasonably incurred by the Indemnitee in
      connection with the investigation, preparation, defense or appeal of a
      Proceeding; provided, however, that Expenses shall not include judgments, fines,
      penalties or amounts paid in settlement of a Proceeding.

    


    (b)           "Proceeding"
      means, for the purposes of this Agreement, any threatened, pending or completed
      action or proceeding, whether civil, criminal, administrative or investigative
      (including an action brought by or in the right of the Corporation) in which
      Indemnitee may be or may have been involved as a party or otherwise, by reason
      of the fact that Indemnitee is or was a director [officer] of the Corporation,
      or is or was a director [officer] of any subsidiary of the Corporation, by
      reason of any action taken by him or of any inaction on his part while acting
      as
      such director [officer] or by reason of the fact that he is or was serving
      at
      the request of the Corporation as a director, officer, employee or agent of
      another foreign or domestic corporation, partnership, joint venture, trust
      or
      other enterprise, or was a director and/or officer of the foreign or domestic
      corporation which was a predecessor corporation to the Corporation or of another
      enterprise at the request of such predecessor corporation, whether or not he
      is
      serving in such capacity at the time any liability or expense is incurred for
      which indemnification or reimbursement can be provided under this
      Agreement.


    
      
        
        

      

      
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    2.           Agreement
      to Serve.  In consideration of the protection afforded by this
      Agreement, if Indemnitee is a director of the Corporation, he agrees to continue
      to serve in such capacity until his resignation or the expiration of his
      term.  If Indemnitee is an officer of the corporation not serving
      under an employment contract, he agrees to continue to serve in such capacity
      until his resignation or until at least for the balance of the current fiscal
      year of the Corporation. Nothing contained in this Agreement is intended to
      create in Indemnitee any right to continued employment.

    


    3.           Indemnification.

    


    (a)           Third
      Party Proceedings.  The Corporation shall indemnify Indemnitee
      against Expenses, judgments, fines, penalties or amounts paid in settlement
      (if
      the settlement is approved in advance by the Corporation, which approval shall
      not be unreasonably withheld) actually and reasonably incurred by Indemnitee
      in
      connection with a Proceeding (other than a Proceeding by or in the right of
      the
      Corporation) if Indemnitee acted in good faith and in a manner Indemnitee
      reasonably believed to be in the best interests of the Corporation, and, with
      respect to any criminal action or proceeding, had no reasonable cause to believe
      Indemnitee's conduct was unlawful.  The termination of any Proceeding
      by judgment, order, settlement, conviction, or upon a plea of nolo
      contendere or its equivalent, shall not, of itself, create a presumption
      that Indemnitee did not act in good faith and in a manner which Indemnitee
      reasonably believed to be in the best interests of the Corporation, or, with
      respect to any criminal Proceeding, had no reasonable cause to believe that
      Indemnitee's conduct was unlawful.

    


    (b)           Proceedings
      By or in the Right of the Corporation.  To the fullest extent
      permitted by law, the Corporation shall indemnify Indemnitee against Expenses
      and amounts paid in settlement, actually and reasonably incurred by Indemnitee
      in connection with a Proceeding by or in the right of the Corporation to procure
      a judgment in its favor if Indemnitee acted in good faith and in a manner
      Indemnitee reasonably believed to be in the best interests of the Corporation
      and its shareholders.

    


    (c)           Scope.  Notwithstanding
      any other provision of this Agreement but subject to Section 14(b), the
      Corporation shall indemnify the Indemnitee to the fullest extent permitted
      by
      law, notwithstanding that such indemnification is not specifically authorized
      by
      other provisions of this Agreement, the Corporation's Articles of Incorporation,
      the Corporation's Bylaws or by statute.


    
      
        
        

      

      
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    4.           Limitations
      on Indemnification.  Any other provision herein to the contrary
      notwithstanding, the Corporation shall not be obligated pursuant to the terms
      of
      this Agreement:

    


    (a)           Excluded
      Acts.  To indemnify Indemnitee for any acts or omissions or
      transactions from which a director or officer may not be relieved of liability
      under the California General Corporation Law or for expenses, penalties, or
      other payments prohibited by Part 359 of the FDIC’s Rules and Regulations,
      incurred in an administrative proceeding or action instituted by an appropriate
      bank regulatory agency which proceeding or action results in a final order
      assessing civil money penalties or requiring affirmative action by an individual
      or individuals in the form of payments to the Corporation or its
      subsidiary;

    


    (b)           Claims
      Initiated by Indemnitee.  To indemnify or advance Expenses to
      Indemnitee with respect to Proceedings or claims initiated or brought
      voluntarily by Indemnitee and not by way of defense, except with respect to
      proceedings brought to establish or enforce a right to indemnification under
      this Agreement or any other statute or law or otherwise as required under
      Section 317 of the California General Corporation Law, but such indemnification
      or advancement of Expenses may be provided by the Corporation in specific cases
      if the Board of Directors has approved the initiation or bringing of such suit;
      or

    


    (c)           Lack
      of Good Faith.  To indemnify Indemnitee for any Expenses incurred
      by the Indemnitee with respect to any proceeding instituted by Indemnitee to
      enforce or interpret this Agreement, if a court of competent jurisdiction
      determines that each of the material assertions made by the Indemnitee in such
      proceeding was not made in good faith or was frivolous; or

    


    (d)           Insured
      Claims.  To indemnify Indemnitee for Expenses or liabilities of
      any type whatsoever (including, but not limited to, judgments, fines, ERISA
      excise taxes or penalties, and amounts paid in settlement) which have been
      paid
      directly to or on behalf of Indemnitee by an insurance carrier under a policy
      of
      directors' and officers' liability insurance maintained by the Corporation
      or
      any other policy of insurance maintained by the Corporation or Indemnitee;
      or

    


    (e)           Claims
      Under Section 16(b).  To indemnify Indemnitee for Expenses and the
      payment of profits arising from the purchase and sale by Indemnitee of
      securities in violation of Section 16(b) of the Securities Exchange Act of
      1934,
      as amended, or any similar successor statute.

    


    5.           Determination
      of Right to Indemnification.

    


    Upon
      receipt of a written claim
      addressed to the Board of Directors for indemnification pursuant to Section
      3,
      the Corporation shall determine by any of the methods set forth in Section
      317(e) of the California Corporations Code whether Indemnitee has met the
      applicable standard of conduct which makes it permissible under applicable
      law
      to indemnify Indemnitee.  If a claim under Section 3 is not paid in
      full by the Corporation within ninety (90) days after such written claim has
      been received by the Corporation, the Indemnitee may at any time thereafter
      bring suit against the Corporation to recover the unpaid amount of the claim
      and, unless such action is dismissed by the court as frivolous or brought in
      bad
      faith, the Indemnitee shall be entitled to be paid also the expense of
      prosecuting such claim.  It shall be a defense to any such action,
      other than an action brought to enforce a claim for Expenses incurred in
      defending any Proceeding (other than a Proceeding brought by the Corporation
      directly in its own right as distinguished from an action brought derivatively
      or by any receiver or trustee) in advance of its final disposition where the
      required undertaking, if any, has been tendered to the Corporation that the
      Indemnitee has not met the standards of conduct which make it permissible under
      applicable law to indemnify the Indemnitee for the amount claimed, but the
      burden of proving such defense, by clear and convincing evidence, shall be
      on
      the Corporation.  Neither the failure of the Corporation (including
      its Board of Directors, independent legal counsel, or its shareholders) to
      make
      a determination prior to the commencement of such action that indemnification
      of
      the Indemnitee is proper in the circumstances because Indemnitee has met the
      applicable standard of conduct under applicable law, nor an actual determination
      by the Corporation (including its Board of Directors, independent legal counsel
      or its shareholders) that the Indemnitee has not met such applicable standard
      of
      conduct, shall be a defense to the action or create a presumption that
      Indemnitee has not met the applicable standard of conduct.


    
      
        
        

      

      
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    6.           Advancement
      and Repayment of Expenses.

    


    (a)           The
      Expenses incurred by Indemnitee in defending and investigating any Proceeding
      shall be paid by the Corporation in advance of the final disposition of such
      Proceeding within 30 days after receiving from Indemnitee the copies of invoices
      presented to Indemnitee for such Expenses, if Indemnitee shall provide an
      undertaking to the Corporation to repay such amount to the extent it is
      ultimately determined that Indemnitee is not entitled to
      indemnification.  In determining whether or not to make an advance
      hereunder, the ability to Indemnitee to repay shall not be a
      factor.  Notwithstanding the foregoing, in a proceeding brought by the
      Corporation directly, in its own right (as distinguished from an action bought
      derivatively or by any receiver or trustee), the Corporation shall not be
      required to make the advances called for hereby if the Board of Directors
      determines, in its sole discretion, that it does not appear that Indemnitee
      has
      met the standards of conduct which make it permissible under applicable law
      to
      indemnify Indemnitee and the advancement of Expenses would not be in the best
      interests of the Corporation and its shareholders.

    


    7.           Partial
      Indemnification.  If the Indemnitee is entitled under any
      provision of this Agreement to indemnification or advancement by the Corporation
      of some or a portion of any Expenses or liabilities of any type whatsoever
      (including, but not limited to, judgments, fines, penalties, and amounts paid
      in
      settlement) incurred by him in the investigation, defense, settlement or appeal
      of a Proceeding, but is not entitled to indemnification or advancement of the
      total amount thereof, the Corporation shall nevertheless indemnify or pay
      advancements to the Indemnitee for the portion of such Expenses or liabilities
      to which the Indemnitee is entitled.

    


    8.           Notice
      to Corporation by Indemnitee.  Indemnitee shall notify the
      Corporation in writing of any matter with respect to which Indemnitee intends
      to
      seek indemnification hereunder as soon as reasonably practicable following
      the
      receipt by Indemnitee of written notice thereof; provided that any delay in
      so
      notifying Corporation shall not constitute a waiver by Indemnitee of his rights
      hereunder.  The written notification to the Corporation shall be
      addressed to the Board of Directors and shall include a description of the
      nature of the Proceeding and the facts underlying the Proceeding and be
      accompanied by copies of any documents filed with the court in which the
      Proceeding is pending.  In addition, Indemnitee shall give the
      Corporation such information and cooperation as it may reasonably require and
      as
      shall be within Indemnitee's power.


    
      
        
        

      

      
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    9.           Maintenance
      of Liability Insurance.

    


    (a)           The
      Corporation hereby agrees that so long as Indemnitee shall continue to serve
      as
      a director [officer] of the Corporation and thereafter so long as Indemnitee
      shall be subject

    to
      any
      possible Proceeding, the Corporation, subject to Section 9(b), shall use its
      best efforts to obtain and maintain in full force and effect directors' and
      officers' liability insurance ("D&O Insurance") which provides Indemnitee
      the same rights and benefits as are accorded to the most favorably insured
      of
      the Corporation's directors, if Indemnitee is a director; or of the
      Corporation's officers, if Indemnitee is not a director of the Corporation
      but
      is an officer.

    


    (b)           Notwithstanding
      the foregoing, the Corporation shall have no obligation to obtain or maintain
      D&O Insurance if the Corporation determines in good faith that such
      insurance is not reasonably available, the premium costs for such insurance
      are
      disproportionate to the amount of coverage provided, the coverage provided
      by
      such insurance is limited by exclusions so as to provide an insufficient
      benefit, or the Indemnitee is covered by similar insurance maintained by a
      subsidiary or parent of the Corporation.

    


    (c)           Notice
      to Insurers.  If, at the time of the receipt of a notice of a
      claim pursuant to Section 8 hereof, the Corporation has D&O Insurance in
      effect, the Corporation shall give prompt notice of the commencement of such
      Proceeding to the insurers in accordance with the procedures set forth in the
      respective policies.  The Corporation shall thereafter take all
      necessary or desirable action to cause such insurers to pay, on behalf of the
      Indemnitee, all amounts payable as a result of such Proceeding in accordance
      with the terms of such policies.

    


    10.           Defense
      of Claim. In the event that the Corporation shall be obligated under Section
      6 hereof to pay the Expenses of any Proceeding against Indemnitee, the
      Corporation, if appropriate, shall be entitled to assume the defense of such
      Proceeding, with counsel approved by Indemnitee, which approval shall not be
      unreasonably withheld, upon the delivery to Indemnitee of written notice of
      its
      election to do so.  After delivery of such notice, approval of such
      counsel by Indemnitee and the retention of such counsel by the Corporation,
      the
      Corporation will not be liable to Indemnitee under this Agreement for any fees
      of counsel subsequently incurred by Indemnitee with respect to the same
      Proceeding, provided that (i) Indemnitee shall have the right to employ his
      counsel in any such Proceeding at Indemnitee's expense; and (ii) if (a) the
      employment of counsel by Indemnitee has been previously authorized by the
      Corporation, or (b) Indemnitee shall have reasonably concluded that there may
      be
      a conflict of interest between the Corporation and the Indemnitee in the conduct
      of such defense or (c) the Corporation shall not, in fact, have employed counsel
      to assume the defense of such Proceeding, then the fees and expenses of
      Indemnitee's counsel shall be at the expense of the
      Corporation.


    
      
        
        

      

      
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    11.           Attorneys'
      Fees.

    


    (a)           In
      the event that Indemnitee or the Corporation institutes an action to enforce
      or
      interpret any terms of this Agreement, the Corporation shall reimburse
      Indemnitee for all of the Indemnitee's reasonable fees and expenses in bringing
      and pursuing such action or defense, unless as part of such action or defense,
      a
      court of competent jurisdiction determines that the material assertions made
      by
      Indemnitee as a basis for such action or defense were not made in good faith
      or
      were frivolous.

    


    (b)           Any
      controversy or claim arising out of or relating to the interpretation of the
      amount of an Indemnitee “reasonable” fees and expenses pursuant to this Section
      11 or elsewhere in this Agreement may, at the election of Indemnitee, be finally
      settled by arbitration in accordance with the rules of the American Arbitration
      Association (with no right to a jury trial or appellate review), and judgment
      upon the award rendered by the arbitrator may be rendered in any court having
      jurisdiction thereof. The arbitration shall be conducted in San Francisco,
      California in accordance with the ADR Service Provider’s then current rules for
      arbitration of business disputes by a panel of three arbitrators (with each
      party selecting one arbitrator and those two selecting the
      third).  The arbitration shall be governed by the United States
      Arbitration Act, 9 U.S.C. Sections 1-16 (as may be amended).  In no
      event shall a claim be arbitrated that would be barred by the statute of
      limitations in a judicial proceeding.

    


    12.           Continuation
      of Obligations.  All agreements and obligations of the Corporation
      contained herein shall continue during the period the Indemnitee is a director
      [officer] of the Corporation, or is or was serving at the request of the
      Corporation as a director, officer, fiduciary, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise, and shall
      continue thereafter so long as the Indemnitee shall be subject to any possible
      proceeding by reason of the fact that Indemnitee served in any capacity referred
      to herein.

    


    13.           Successors
      and Assigns.  This Agreement establishes contract rights that
      shall be binding upon, and shall inure to the benefit of, the successors,
      assigns, heirs and legal representatives of the parties hereto.

    


    14.           Non-exclusivity.

    


    (a)           The
      provisions for indemnification and advancement of expenses set forth in this
      Agreement shall not be deemed to be exclusive of any other rights that the
      Indemnitee may have under any provision of law, the Corporation's Articles
      of
      Incorporation or Bylaws, the vote of the Corporation's shareholders or
      disinterested directors, other agreements or otherwise, both as to action in
      his
      official capacity and action in another capacity while occupying his position
      as
      a director [officer] of the Corporation.


    
      
        
        

      

      
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    (b)           In
      the event of any changes, after the date of this Agreement, in any applicable
      law, statute, or rule which expand the right of a California corporation to
      indemnify its officers and directors, the Indemnitee's rights and the
      Corporation's obligations under this Agreement shall be expanded to the full
      extent permitted by such changes.  In the event of any changes in any
      applicable law, statute or rule, which narrow the right of a California
      corporation to indemnify a director or officer, such changes, to the extent
      not
      otherwise required by such law, statute or rule to be applied to this Agreement,
      shall have no effect on this Agreement or the parties' rights and obligations
      hereunder.

    


    15.           Effectiveness
      of Agreement.  To the extent that the indemnification permitted
      under the terms of certain provisions of this Agreement exceeds the scope of
      the
      indemnification provided for in the California General Corporation Law, such
      provisions shall not be effective unless and until the Corporation's Articles
      of
      Incorporation authorize such additional rights of indemnification.  In
      all other respects, the balance of this Agreement shall be effective as of
      the
      date set forth on the first page and may apply to acts of omissions of
      Indemnitee which occurred prior to such date if Indemnitee was an officer,
      director, employee or other agent of the Corporation, or was serving at the
      request of the Corporation as a director, officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise, at the
      time
      such act or omission occurred.

    


    16.           Severability.  Nothing
      in this Agreement is intended to require or shall be construed as requiring
      the
      Corporation to do or fail to do any act in violation of applicable law. The
      Corporation's inability, pursuant to court order or pursuant to Part 359 of
      the
      FDIC’s Rules and Regulations, to perform its obligations under this Agreement
      shall not constitute a breach of this Agreement.  The provisions of
      this Agreement shall be severable as provided in this Section 16.  If
      this Agreement or any portion hereof shall be invalidated on any ground by
      any
      court of competent jurisdiction, then the Corporation shall nevertheless
      indemnify Indemnitee to the full extent permitted by any applicable portion
      of
      this Agreement that shall not have been invalidated, and the balance of this
      Agreement not so invalidated shall be enforceable in accordance with its
      terms.

    


    17.           Governing
      Law.  This Agreement shall be interpreted and enforced in
      accordance with the laws of the State of California.  To the extent
      permitted by applicable law, the parties hereby waive any provisions of law
      which render any provision of this Agreement unenforceable in any
      respect.

    


    18.           Notice.  All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed duly given (i) if delivered by hand and
      receipted for by the party addressee or (ii) if mailed by certified or
      registered mail with postage prepaid, on the third business day after the
      mailing date.  Addresses for notice to either party are as shown on
      the signature page of this Agreement, or as subsequently modified by written
      notice.


    
      
        
        

      

      
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    19.           Mutual
      Acknowledgment.  Both the Corporation and Indemnitee acknowledge
      that in certain instances, federal law or applicable public policy may prohibit
      the Corporation from indemnifying its directors and officers under this
      Agreement or otherwise.  Indemnitee understands and acknowledges that
      the Corporation has undertaken or may be required in the future to undertake
      with the Securities and Exchange Commission to submit the question of
      indemnification to a court in certain circumstances for a determination of
      the
      Corporation's right under public policy to indemnify Indemnitee.

    


    20.           Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      constitute an original.

    


    21.           Limitation
      of Action  To extent that Indemnitee is solely a director or
      officer of Bank of Marin Bancorp or Bank of Marin and not both, any obligation
      to Indemnitee hereunder shall be limited to only the entity of which Indemnitee
      is an officer or director and the other entity shall have no obligation to
      Indemnitee hereunder.

    


    22.           Amendment
      and Termination.  No amendment, modification, termination or
      cancellation of this Agreement shall be effective unless in writing signed
      by
      both parties hereto.

    


    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      set forth above.

    


    


    
      	 	
              BANK
                OF MARIN BANCORP

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	
              Title:

            	 	 
	 	
              Address:

            	
              504
                Redwood Boulevard, Suite 100

              Novato,
                California 94947

            	 
	 	 	 	 
	 	 	 	 
	 	
              BANK
                OF MARIN

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	
              Title:

            	 	 
	 	
              Address:

            	
              504
                Redwood Boulevard, Suite 100

              Novato,
                California     94947

            	 
	 	 	 	 
	 	 	 	 
	 	
              INDEMNITEE:

            	 
	 	 	 	 
	 	
              Signature:

            	 	 
	 	
              Address:

            	 	 


    

     

     

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