Exhibit 10.2 


INDEMNIFICATION AGREEMENT


          THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made
and entered into as of _________________, 2009, by and between Tamalpais
Bancorp, [a ] (the “Company”) and the undersigned (the “Indemnitee”).


          WHEREAS, the Indemnitee is, or is expected
to become, a officer of the Company and/or any wholly-owned subsidiary of the
Company, including, but not limited to, Tamalpais Bank (the “Bank”)
(collectively, hereinafter referred to as, a “Subsidiary”).


          WHEREAS, in order to induce Indemnitee to
serve or continue serving as a officer of the Company and/or a Subsidiary, the
Company wishes to grant and secure to Indemnitee, as permitted by California
Corporations Code Section 317, indemnification and advancement rights to the
fullest extent permitted by California law as the same exists or may hereafter
be revised, whether or not expressly provided for in the Company’s Bylaws or
other provisions of the Corporations Code of the State of California (the
“Corporations Code”).


          NOW, THEREFORE, in consideration of the
Indemnitee’s services to the Company and/or a Subsidiary, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company agrees as follows:


          1.     Definitions.
For the purposes of this Agreement, the following definitions shall apply:


                  (a)     The
term “Proceeding” shall include any threatened, pending or completed action,
suit or proceeding, whether brought in the name of the Company or a Subsidiary
or otherwise and whether of a civil, criminal or administrative or
investigative nature, including, but not limited to, actions, suits or
proceedings brought under and/or predicated upon the Securities Act 1933, as
amended, and/or the Securities Exchange Act of 1934, as amended, and/or their
respective state counterparts, and/or any rule or regulation promulgated
thereunder, in which Indemnitee may be or may have been involved as a party or
otherwise (other than plaintiff against the Company or a Subsidiary), by reason
of the fact that Indemnitee is or was an Agent of the Company and/or a
Subsidiary by reason of any action taken by him or her or of any inaction on
his or her part while acting as such Agent.


                  (b)     The
term “Expenses”, includes, without limitation, expenses of investigations,
judicial or administrative Proceedings or appeals, court costs, attorney’s fees
and disbursements and any expenses of establishing a right to indemnification
under law or Section 6 of this Agreement. “Expenses” shall not include the
amount of any judgment, fines, or penalties actually levied against Indemnitee,
or amounts paid in settlement of a Proceeding by or on behalf of the Company or
a Subsidiary, unless such matters may be indemnified under applicable
provisions of the Corporations Code.


                  (c)     References
to “other enterprise” shall include employee benefit plans; references to
“fines” shall include any excise tax assessed with respect to any employee
benefit plan; references to “serving . . . at the request of the Company or a
Subsidiary” shall include any service as a officer of the Company or a
Subsidiary which imposes duties on, or involves services by, such officer with
respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acts in good faith and in a manner he or she reasonably believes to
be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner that met the Applicable
Standard.


                  (d)     For
the purposes of this Agreement, Indemnitee shall be deemed to have been acting
as an “Agent” if he or she was acting in his or her capacity as a officer of
the Company and/or a Subsidiary, member of a committee of the Board of
Directors of the Company and/or a Subsidiary, or was serving as a director, or
non-salaried officer, of any other enterprise at the request of the Company or
a Subsidiary, whether or not he or she 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.






                  (e)     The
term “Applicable Standard” means that a person acted in good faith and in a
manner such person reasonably believed to be in the best interests of the
Company and/or a Subsidiary; except that in a criminal proceeding, such person
must also have had no reasonable cause to believe that such person’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 any presumption, or establish, that the person did not
meet the “Applicable Standard.”


          2.     Indemnity in Third Party Proceedings. The
Company shall indemnify Indemnitee if Indemnitee is made a party to or
threatened to be made a party to, or otherwise involved in, any Proceeding
(other than a Proceeding which is an action by or in the right of the Company
or a Subsidiary to procure a judgment in its favor), by reason of the fact that
Indemnitee is or was an Agent of the Company or a Subsidiary. This indemnity
shall apply, and be limited, to and against all Expenses, judgments, fines,
penalties, settlements, and other amounts, actually and reasonably incurred by
Indemnitee in connection with the defense or settlement of the Proceeding, so
long as it is determined pursuant to Section 6 of this Agreement or by the
court before which such action was brought, that Indemnitee met the Applicable
Standard.


          3.     Indemnity in Proceedings by or in the Name of the
Company or a Subsidiary. The Company shall indemnify Indemnitee if
Indemnitee is made a party to, or threatened to be made a party to, or otherwise
involved in, any Proceeding which is an action by or in the right of the
Company or a Subsidiary to procure a judgment in its favor by reason of the
fact that Indemnitee is or was an Agent of the Company or a Subsidiary. This
indemnity shall apply, and be limited, to and against all Expenses actually and
reasonably incurred by Indemnitee in connection with the defense, resolution,
or settlement of such Proceeding, but only if: (a) Indemnitee met the
Applicable Standard (except that Indemnitee’s belief regarding the best
interests the Company or a Subsidiary need not have been reasonable); (b) as
required by Corporations Code section 317(c), he or she acted with such care,
including reasonable inquiry, as an ordinarily prudent person in a like position
would use under similar circumstances; and (c) the action is not settled or
otherwise disposed of without court approval. No indemnification shall be made
under this Section 3 in respect of any claim, issue, or matter as to which
Indemnitee shall have been adjudged to be liable to the Company or a Subsidiary
in the performance of such person’s duty to the Company or a Subsidiary,
unless, and only to the extent that, the court in which such Proceeding is or
was pending shall determine upon application that, in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnification for the Expenses which such court shall determine.


          4.     Expenses of Successful Indemnitee.
Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits in defense of any Proceeding or in
defense of any claim, issue or matter therein, including the dismissal of an
action or portion thereof without prejudice, Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred in connection therewith.


          5.     Advances of Expenses. The Expenses incurred
by Indemnitee in any Proceedings shall be advanced by the Company prior to the
final disposition of such Proceeding at the written request of Indemnitee, but
only if Indemnitee: (a) shall undertake to repay, such advances if, and to the
extent that, it is ultimately determined that Indemnitee is not entitled to
indemnification; or (b) if required by law, shall undertake to repay such
advances unless, and to the extent that, it is ultimately determined that
Indemnitee is entitled to indemnification. Any advance required hereunder shall
be deemed to have been approved by the Board of Directors of the Company to the
extent this Agreement was so approved. In determining whether or not to make an
advance hereunder, the ability of Indemnitee to repay shall not be a factor.
However, in a Proceeding brought by the Company or a Subsidiary directly, in
its own right (as distinguished from an action brought derivatively or by any
receiver or trustee), the Company shall have discretion whether or not to make
the advances called for hereby if independent legal counsel advises in writing
that the Company has probable cause to believe, and the Company does believe,
that Indemnitee did not act in good faith with regard to the subject matter of
the Proceeding or a material portion thereof.






          6.     Right of Indemnitee to Indemnification Upon
Application; Procedure Upon Application. Any indemnification or
advance under Section 4 and/or 5 of this Agreement shall be made no later than
45 days after receipt of a written request of Indemnitee in accordance with
Section 10 of this Agreement. In all other cases, indemnification shall be made
by the Company only if authorized in the specific case, upon a determination
that indemnification of the Agent is proper under the circumstances and the
terms of this Agreement by: (a) a majority vote of a quorum of the Board of
Directors of the Company (or a duly constituted committee thereof), consisting
of directors who are not parties of such Proceeding; (b) approval of the
shareholders (as defined in Section 153 of the California Corporations Code),
with Indemnitee shares not being entitled to vote thereon; (c) the court in
which such Proceeding is or was pending upon application made by the Company,
Indemnitee or any person rendering services in connection with Indemnitee’s
defense, whether or not the Company opposes such application; or (d) to the
extent permitted by law, by independent legal counsel in a written opinion.


          The
right to indemnification or advances as provided by this Agreement shall be
enforceable by Indemnitee in any court of competent jurisdiction. The burden of
proving that indemnification or advances are not appropriate shall be on the
Company. Neither the failure of the Company (including its Board of Directors
or independent legal counsel) to have made a determination prior to the
commencement of such action that indemnification or advances are proper in the
circumstances because Indemnitee has met the Applicable Standard of conduct,
nor an actual determination by the Company (including its Board of Directors or
independent legal counsel) that 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. Indemnitee’s
Expenses incurred in connection with successfully establishing his or her right
to indemnification or advances, in whole or in part, in any such Proceeding
shall also be indemnified by the Company; provided, however, that if Indemnitee
is only partially successful, only an equitably allocated portion of such
Expenses shall be indemnified.


          If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of the Expenses, judgments, fines, or
penalties actually and reasonably incurred by him or her in the investigation,
defense, appeal or settlement of any Proceeding but not, however, for the total
amount thereof, the Company shall nevertheless indemnify Indemnitee for the
portion (determined on an equitable basis) of such Expenses, judgments, fines,
or penalties to which Indemnitee is entitled.


          The
Company’s obligations to advance or indemnify hereunder shall be deemed
satisfied to the extent of any payments made by an insurer on behalf of the
Company or Indemnitee.


          7.     Indemnification Hereunder Not Exclusive.
The indemnification provided by this Agreement shall not be deemed exclusive of
any other rights to which Indemnitee may be entitled under the Articles of
Incorporation, the Bylaws, any agreement, any vote of shareholders or
disinterested directors, the Corporations Code, federal law, or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding such office. The indemnification under this Agreement
shall continue as to Indemnitee even though he or she may have ceased to be a
officer and shall inure to the benefit of the heirs and personal
representatives of Indemnitee.






          8.     Limitations. The Company shall not be
liable under this Agreement to make any payment in connection with any claim
made against Indemnitee:


                  (a)     for
which payment is actually made to Indemnitee under a valid and collectible
insurance policy, except in respect of any excess beyond the amount of payment
under such insurance;


                  (b)     for
which Indemnitee is indemnified by the Company otherwise than pursuant to this
Agreement;


                  (c)     based
upon or attributable to the Agent gaining in fact any personal profit or
advantage to which he or she was not legally entitled;


                  (d)     for
an accounting of profits made from the purchase or sale by the Agent of
securities of the Company or the Bank within the meaning of Section 16(b) of
the Securities Exchange Act of 1934 and amendments thereto, or similar
provisions of any state statutory law or common law;


                  (e)     brought
about or contributed to by the active and deliberate dishonesty of Indemnitee;
however, notwithstanding the preceding clause, Indemnitee shall be protected to
the extent otherwise provided under this Agreement as to any claims upon which
suit may be brought against him or her by reason of any alleged dishonesty on
his or her part, unless a judgment or other final adjudication thereof adverse
to Indemnitee shall establish that he or she committed (i) acts of active and
deliberate dishonesty (ii) with actual dishonest purpose and intent, which acts
were material to the cause of action so adjudicated;


                  (f)     for
omissions or acts committed in bad faith or which involve intentional
misconduct or a knowing violation of law;


                  (g)     for
any omission or act that Indemnitee believed at the time of his or her action
to be contrary to, or inconsistent with, the best interests of either the
Company or a Subsidiary and their respective shareholders; or


                  (h)     for
any transaction from which Indemnitee derived an improper personal economic
benefit in a capacity other than as a shareholder of the Company or a
Subsidiary.


          9.     Savings Clause. If this Agreement or any
portion hereof is invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to
Expenses, judgments, fines, and penalties with respect to any Proceeding to the
full extent permitted by any applicable portion of this Agreement by any other
applicable law.


          10.     Notices. Indemnitee shall, as a condition
precedent to his or her right to be indemnified under this Agreement, give to
the Company notice in writing within 30 days after he or she becomes aware of
any claim made against him or her for which he or she believes, or should
reasonably believe, indemnification will or could be sought under this
Agreement. Notice to the Company shall be directed to the main office of the
Company, Attention: President (or such other address the Company shall
designate in writing to Indemnitee). Failure to so notify the Company shall not
relieve the Company of any liability which it may have to Indemnitee otherwise
than under this Agreement.






          All
notices, requests, demands, and other communications (collectively “Notices”)
provided for under this Agreement shall be in writing (including communications
by telephone, telex, or telecommunication facilities providing facsimile
transmission) and mailed (postage prepaid and return receipt requested),
telegraphed, telexed, transmitted, or personally served to each party at the
address set forth at the end of this Agreement or at such other address as any
party affected may designate in a written notice to the other parties in
compliance with this section. All such Notices shall be effective when
received; provided, however, receipt shall be deemed to be effective within
three (3) business days of any properly addressed notice having been deposited
in the mail, within twenty-four (24) hours from the time electronic
transmission was made, or upon actual receipt of electronic delivery, whichever
occurs first.


          No
costs, charges or Expenses for which indemnity shall be sought hereunder shall
be incurred without the consent of the Company, which consent shall not be
unreasonably withheld.


          11.     Choice of Law. This Agreement shall be
interpreted and enforced in accordance with the laws of the State of
California, including applicable statutes of limitation and other procedural
statutes.


          12.     Attorneys’ Fees. If any legal action is
necessary to enforce the terms of this Agreement, the prevailing party shall be
entitled to recover, in addition to other amounts to which the prevailing party
may be entitled, actual attorneys’ fees and court costs as may be awarded by
the court.


          13.     Amendments. Provisions of this Agreement
may be waived, altered, amended, or repealed in whole or in part only by the
written consent of all parties.


          14.     Parties in Interest. Nothing in this
Agreement, whether express or implied, is intended to confer any right or
remedies under or by reason of this Agreement to any persons other than the
parties to it and their respective successors and assigns (including an estate
of Indemnitee), nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third persons to any party hereto.
Furthermore, no provision of this Agreement shall give any third persons any
right of subrogation or action against any party hereto.


          15.     Severability. If any portion of this
Agreement shall be deemed by a court of competent jurisdiction to be unenforceable,
the remaining portions shall be valid and enforceable only if, after excluding
the portion deemed to be unenforceable, the remaining terms shall provide for
the consummation of the transaction contemplated herein in substantially the
same manner as originally set forth at the date this Agreement was executed.


          16.     Successor and Assigns. All terms and
conditions of this Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective transferees, successors, and
assigns; provided, however, that this Agreement and all rights, privileges,
duties, and obligations of the parties, may not be assigned or delegated by any
party without the prior written consent of the other parties.


          17.     Counterparts. This Agreement may be
executed simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


          18.     Entire Agreement. Except as provided in
Section 7 hereof, this Agreement represents and contains the entire agreement
and understanding between and among the parties, and all previous statements or
understandings, whether express or implied, oral or written, relating to the
subject matter hereof are fully and completely extinguished and superseded by
this Agreement. This Agreement shall not be altered or varied except by a
writing duly signed by all of the parties.






          19.     Effect of Federal Laws and Regulations.
Notwithstanding any other provisions contained herein, this Agreement is
subject to the requirements and limitations set forth in federal laws, rules,
regulations and orders regarding indemnification and prepayment of legal
expenses, including Section 18(k) of the Federal Deposit Insurance Act and Part
359 of the FDIC’s Rules and Regulations or any successor regulations thereto.


          IN WITNESS WHEREOF, the Company, the Bank,
and the Indemnitee have executed this Indemnification Agreement in duplicate as
of the day and year first set forth above.


	
  

 	
  

 
	
  

 	
 TAMALPAIS BANCORP

 
	
  

 	
  

 
	
  

 	
 By:________________________________

 
	
  

 	
 Name:______________________________

 
	
  

 	
 Title:_______________________________

 
	
  

 	
  

 
	
  

 	
 INDEMNITEE

 
	
  

 	
 _________________________________

 
	
  

 	
 Name: