EX-10.1






Exhibit 10.1




AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




THIS AGREEMENT (the “Agreement”) is made and entered into effective the 1st day of June, 2006
(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 R. MARC LANGLAND (the “Executive”).



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 Chairman,
President and Chief Executive Officer.



2. Term.



The term of this Agreement (the “Term”) shall commence on the Effective Date and shall
continue through December 31, 2006; provided, however, that (i) on January 1, 2007 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 and (ii) such one year extensions of
the Term shall not occur on and after the January 1 of the year in which the Executive will attain
age sixty-eight (68) but instead the Term shall be extended only until the date of the Executive’s
sixty-eighth (68th) birthday. In the event the Term is not extended, Executive shall have no
rights to any of the severance payments or benefits continuation described in Paragraph 5.



3. Duties.



The Executive will serve as Chairman, President and Chief Executive Officer 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 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. 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 $324,000, as adjusted from time to time (“Base Salary”). The Board of Directors of
the Employer shall review Executive’s salary at the end of 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. Under the Employer’s 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 40% of Base Salary (“Target Bonus”). 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 50% of Base Salary.



c. Executive shall be eligible for stock option grants under the Employer’s Stock Option Plan.
The timing and size of awards will be at the discretion of the Board of Directors.



d. Executive shall also be entitled to receive an annual contribution equal to 20% of annual
Base Salary in accordance with the Employer’s Supplemental Executive Retirement Plan and the
Executive may also participate in the Employer’s Deferred Compensation Plan.



e. 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. 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, subject to any limits of company policy and the rules and
regulations of the Internal Revenue Service.



5. Termination of Agreement.



a. Termination Due to a Change in Control. If Employer (either Northrim BanCorp, Inc.
or Northrim Bank) is subjected to a Change of Control (as defined in Section 5(f)(i)), and either
Employer or its assigns terminates Executive’s employment without Cause or Executive terminates his
employment for Good Reason within 730 days of such Change of Control, then Employer shall pay
Executive upon the effective date of such termination 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. In addition, Employer shall pay Executive 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. In addition, Employer shall provide the benefits
described in Sections 5(b)(i) and (ii) below. Provided, also, that the payment and benefits
described in this Section 5(a) will only be paid conditioned upon Executive signing 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 upon the effective date of such termination 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. In addition,
Employer shall pay Executive 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. Provided, however,
that the payment and benefits described in this Section 5(b) will only be made conditioned upon
Executive signing 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 (“COBRA”).



(ii) Age and Service Credit. Executive shall also be entitled to receive age credit and
credit for period of service towards all pension/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,
benefits, and retirement, 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, Executive shall be entitled to: (A) all Base Salary earned and reimbursement
for expenses incurred under this Agreement through the termination date, plus a pro rata portion of
any annual Target Bonus for the year of termination. In addition, Employer shall pay Executive
full Base Salary for the year following the termination date (less the amount of any payments
received by Executive during such one (1) year period under any Employer-sponsored disability
plan), and (B) health and dental insurance benefits for a period of one (1) year following the
termination date, which 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 Code
(commonly referred to as “COBRA”). Provided, however, that the payment and benefits described in
this Section 5(d) will only be made conditioned upon Executive signing a Release Agreement.



e. Termination Upon Death of Executive. Executive’s employment under this Agreement
shall be terminated upon the death of Executive. In such case, the Employer shall be obligated to
pay to the surviving spouse of Executive, of if there is none, to the Executive’s estate: (A) that
portion of Executive’s Base Salary that would otherwise have been paid to him for the month in
which his death occurred, and (B) any amounts due him pursuant to the Employer’s pension plan, any
supplemental deferred compensation plan, and any other death, insurance, employee benefit plan or
stock benefit plan provided to Executive by the Employer.



f. Termination Definitions.



(i) “Change of Control.” For purposes of this Agreement, the term “Change of Control” shall
mean the occurrence of one or more of the following events: (A) One person or entity acquiring or
otherwise becoming the owner of twenty-five percent or more of Employer’s outstanding common stock;
(B) Replacement of a majority of the incumbent directors of Northrim BanCorp, Inc. or Northrim Bank
by directors whose elections have not been supported by a majority of the Board of either company,
as appropriate; (C) Dissolution or sale of fifty percent or more in value of the assets, of either
Northrim BanCorp, Inc. or Northrim Bank; or (D) A change “in the ownership or effective control” or
“in the ownership of a substantial portion of the assets” of Employer, within the meaning of
Section 280G of the Internal Revenue Code.



(ii) “Cause.” For purposes of this Agreement, termination for “Cause” shall include
termination because Executive (A) continually fails to substantially perform his duties with the
Employer, (B) is adjudged guilty of any crime involving a breach of his fiduciary duties to the
Employer, (C) is willfully and continually failing to comply with any law, rule, or regulation
(other than traffic violations or similar offenses) or final cease and desist order of a regulatory
agency having jurisdiction over Employer, or (D) is unable to substantially perform his duties with
the Employer due to drug addiction or chronic alcoholism. Notwithstanding the foregoing, Executive
shall not be deemed to have been terminated for Cause unless and until there shall have been
delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Employer’s Board of Directors at a meeting of
the Board called for such purpose (after reasonable notice to Executive and an opportunity for him,
together with his counsel, to be heard before the Board), finding that in the good faith opinion of
the Board, he was guilty of conduct that constitutes Cause (as defined above) and specifying the
conduct in detail.



(iii) “Disability.” For purposes of this Agreement, “Disability” shall mean a medically
diagnosed physical or mental impairment that may be expected to result in death, or to be of long,
continued duration, and that renders Executive incapable of performing the duties required under
this Agreement. Employer’s Board of Directors, acting in good faith, shall make the final
determination of whether Executive is suffering under any Disability (as herein defined) and, for
purposes of making such determination, may require Executive to submit himself to a physical
examination by a physician mutually agreed upon by the Executive and Employer’s Board of Directors
at Employer’s expense.



(iv) “Good Reason.” For purposes of this Agreement, termination for “Good Reason” shall mean
termination by Executive as a result of any material breach of this Agreement by Employer. Good
Reason shall include, but not be limited to: (A) a material reduction in Executive’s compensation
defined as a reduction equal to or greater than five percent (5%) of Executive’s then annual base
salary, (B) a material reduction in Executive’s duties and responsibilities, but not merely a
change in title, or (C) relocation of Executives primary workplace by more than fifty (50) miles.



6. Excise Tax Gross-Up.



a. In the event that Executive becomes entitled to payments and benefits described in
Section 5 (“Payments and Benefits”) and those Payments and Benefits thereby trigger a “parachute
payment” as defined by Section 280G of the Internal Revenue Code and are subject to any excise tax
imposed under Section 4999 of the Internal Revenue Code of 1986 (“Excise Tax”), then Employer shall
pay to or for the benefit of Executive, an additional amount (“Gross-Up Payment”) such that the net
amount retained by Executive after deduction of any Excise Tax on the Payments and Benefits and any
federal, state and local income tax and Excise Tax upon the payments provided for under
Section 5(a), shall be equal to the amount of the Payments and Benefits.



b. For purposes of determining whether any of the Payments and Benefits is subject to the
Excise Tax and the amount of such Excise Tax, the definitions of the Code apply.



c. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed
to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar
year in which the Gross-Up Payment is to be made and state and local income taxes at the highest
marginal rate of taxation in the state and locality of Executive’s residence on the termination
date of employment, net of the maximum reduction in federal income taxes which could be obtained
from deduction of such state and local taxes based on the marginal rate referenced above. In the
event that the Excise Tax is subsequently determined to be less than the amount taken into account
hereunder at the termination date, Executive shall repay to Employer, at the time that the amount
of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment
attributable to such reduction plus interest on the amount of such repayment at the rate provided
in Section 1274(b)(2)(B) of the Code.



d. In the event that the Excise Tax is determined to exceed the amount taken into account
hereunder at the time of the termination of Executive’s employment (including by reason of any
payment, the existence or amount of which cannot be determined at the time of the Gross-Up
Payment), Employer shall make an additional Gross-Up Payment in respect of such excess (plus any
interest, penalties or additions payable by Executive with respect to such excess, but only to the
extent that such interest, penalties or additions would not have been reduced by prompt payment by
the Executive to the appropriate tax authority of the Gross-Up Payments previously received) at the
time that the amount of such excess is finally determined.



e. Executive and Employer agree to reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or amount of liability for Excise
Tax with respect to the Payments and Benefits.



7. Covenant Not To Compete.



a. Executive agrees that for the term of this Agreement and for a period of two (2) years
after this Agreement is terminated pursuant to Section 5(a) or (b) (with the understanding that the
two (2) year period will be shortened to one (1) year upon the completion of a transaction
constituting a Change of Control, as defined in Section 5(f)(i)), Executive will not directly or
indirectly be employed by, own, manage, operate, join, or benefit in any way from any business
activity that is competitive with Employer’s business or reasonably anticipated business of which
Executive has knowledge. For purposes of the foregoing, Executive will be deemed to be connected
with such business if the business is carried on by: (a) a partnership in which Executive is a
general or limited partner; or (b) a corporation of which Executive is a shareholder (other than a
shareholder owning less than 5% of the total outstanding shares of the corporation), officer,
director, employee or consultant.



b. The parties agree that if a trial judge with jurisdiction over a dispute related to this
Agreement should determine that the restrictive covenant set forth above is unreasonably broad, the
parties authorize such trial judge to narrow the covenant so as to make it reasonable, given all
relevant circumstances, and to enforce such covenant. The provisions of this paragraph shall
survive termination of this Agreement.



8. Nondisclosure of Confidential Information.



a. During the term of Executive’s employment and thereafter, Executive agrees to hold
Employer’s Confidential Information in strict confidence, and not disclose or use it at any time
except as authorized by Employer and for Employer’s benefit. If anyone tries to compel Executive
to disclose any Confidential Information, by subpoena or otherwise, Executive agrees immediately to
notify Employer so that Employer may take any actions it deems necessary to protect its interests.
Executive’s agreement to protect Employer’s Confidential Information applies both during the term
of this Agreement and after employment ends, regardless of the reason it ends.



b. “Confidential Information” includes, without limitation, any information in whatever form
that Employer considers to be confidential, proprietary, information and that is not publicly or
generally available relating to Employer’s: trade secrets (as defined by the Uniform Trade Secrets
Act); know-how; concepts; methods; research and development; product, content and technology
development plans; marketing plans; databases; inventions; research data and mechanisms; software
(including functional specifications, source code and object code); procedures; engineering;
purchasing; accounting; marketing; sales; customers; advertisers; joint venture partners;
suppliers; financial status; contracts or employees. Confidential Information includes information
developed by Executive, alone or with others, or entrusted to Employer by its customers or others.



9. Nonsolicitation.



During the course of Executive’s employment and for a period of one (1) year from the date of
termination of employment for any reason, Executive shall not directly or indirectly solicit or
entice any of the following to cease, terminate or reduce any relationship with Employer or to
divert any business from Employer: (a) any person who was an employee of Employer during the one-
(1) year period immediately preceding the termination of Executive’s employment; (b) any customer
or client of Employer; or (c) any prospective customer or client of Employer from whom Executive
actively solicited business within the last six (6) months of Executive’s employment.



10. Non-Disparagement.



Executive will not, during the Term or after the termination or expiration of this Agreement
or Executive’s employment, make disparaging statements, in any form, about Employer’s officers,
directors, agents, employees, products or services which Executive knows, or has reason to believe,
are false or misleading.



11. Mutual Agreement to Arbitrate.



a. In the event of a dispute or claim between Executive and Employer related to Employee’s
employment or termination of employment, all such disputes or claims will be resolved exclusively
by confidential arbitration in accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association (“AAA”). This means that the parties agree to
waive their rights to have such disputes or claims decided in court by a jury. Instead, such
disputes or claims will be resolved by an impartial AAA arbitrator whose decision will be final.



b. The only disputes or claims that are not subject to arbitration are any claims by Executive
for workers’ compensation or unemployment benefits, and any claim by Executive for benefits under
an employee benefit plan that provides its own arbitration procedure. Also, Executive and Employer
may seek injunctive relief in court in appropriate circumstances.



c. The arbitration procedure will afford Executive and Employer the full range of statutory
remedies. Employer will pay all costs that are unique to arbitration, except that the party who
initiates arbitration will pay the filing fee charged by AAA. Executive and Employer shall be
entitled to discovery sufficient to adequately arbitrate their claims, including access to
essential documents and witnesses, as determined by the arbitrator and subject to limited judicial
review. In order for any judicial review of the arbitrator’s decision to be successfully
accomplished, the arbitrator will issue a written decision that will decide all issues submitted
and will reveal the essential findings and conclusions on which the award is based.



12. Miscellaneous.



a. This Agreement contains the entire agreement between the parties with respect to
Executive’s employment with Employer, and is subject to modification or amendment only upon
agreement in writing signed by both parties.



b. This Agreement shall bind and inure to the benefit of the heirs, legal representatives,
successors and assigns of the parties, except that Employer’s rights and obligations may not be
assigned.



c. If any provision of this Agreement is invalid or otherwise unenforceable, all other
provisions shall remain unaffected and shall be enforceable to the fullest extent permitted by law.



d. In the event of any claim or dispute arising out of this Agreement, the party that
substantially prevails shall be entitled to reimbursement of all expenses incurred in connection
with such claim or dispute, including, without limitation, attorneys’ fees and other professional
fees. This paragraph shall apply to expenses incurred with or without suit, and in any judicial,
arbitration or administrative proceedings, including all appeals therefrom.



e. Any notice required to be given under this Agreement to either party shall be given by
personal service or by depositing a copy of such notice in the United States registered or
certified mail, postage prepaid, addressed to the following address, or such other address as
addressee shall designate in writing:



	 	 	 	 	 
	Employer:
	 	3111 “C” Street
	   Anchorage, AK  99503

	Executive:
	 	10101 Schuss Drive
	   Anchorage, AK  99516-1067







f. This Agreement shall be governed by and construed in accordance with the laws of the State
of Alaska.



	 	 	 	 	 
	EMPLOYER:

	 	NORTHRIM BANCORP, INC.
	 	

	 
	 	 	 	 
	
 
	 	By:
	 	/s/ Ronald A. Davis
	
 
	 	 	 	 
	
 
	 	 	 	Ronald A. Davis






Its: Chairman of the Compensation Committee of



 The Board of Directors



NORTHRIM BANK



	 	 	 
	By:

	 	/s/ Ronald A. Davis
	
 
	 	 
	
 
	 	Ronald A. Davis






Its: Chairman of the Compensation Committee of



 The Board of Directors



EXECUTIVE: /s/ R. Marc Langland



R. Marc Langland