ex10_07.htm


    
      
        
          

        
EXHIBIT
10.07

       

       

      RETIREMENT
AGREEMENT AND RELEASE

       

      THIS AGREEMENT is
made and entered into as of March 11, 2006, by and between Bank of Marin, a
California corporation (hereinafter all referred to as "Employer"), and
W. Robert Griswold, Jr. (hereinafter referred to as "Employee"), as
follows:

       

      Employee has been
and is employed by Employer.  Employee has decided to retire from such
employment and from his positions as Chief Executive Officer, President and
director of Employer effective at the close of business on June 30,
2006.  Employer and Employee agree that Employee shall be retained as
a consultant to Employer pursuant to the terms of the Consulting Agreement of
even date herewith (the "Consulting Agreement").  Employer and
Employee wish to set forth their agreed terms of Employee's retirement and
desire to settle all legal rights and obligations resulting from, or that could
be alleged to result from, the employment relationship or the retirement from
such relationship, in accordance with the terms set forth below.

       

      1.          Retirement.  Employer
and Employee agree that Employee hereby resigns as an employee, director and
officer of Employer effective at the close of business on June 30,
2006.  Employee shall continue to serve as President and Chief
Executive Officer of Employer through and including June 30, 2006, at his
current compensation and benefit level and shall fully carry out and perform all
duties and obligations as President and Chief Executive Officer through such
date.  Effective concurrently with the effectiveness of the
resignation of Employee at the close of business on June 30, 2006, Employee's
successor, designated by employer's Board of Directors, will be appointed
President and Chief Executive Officer of Employer.  From the date of
this Agreement through and including June 30, 2006, Employee shall exert
his full time and attention, with the assistance of his designated successor and
Employer's consultant David McLeod, to the transition of the leadership of
Employer from Employee to his successor, to be made effective July 1,
2006.  At all times, Employee will positively and in good faith
support the transition of leadership of Employer to Employee's
successor.

       

      As consideration
for Employee's services to Employer for all periods ending June 30, 2006,
Employee shall be entitled to the following:

       

      (a)           Employee
shall receive a bonus for 2005, payable on or before March 15, 2006, in the
amount of $136,850, except that any portion of such bonus that Employee has
previously elected to have paid on a deferred basis in accordance with
Employer's Officer Deferred Compensation Plan shall be paid in accordance with
such plan.

       

      (b)           Prior
to the close of business on June 30, 2006, Employer shall pay to Employee all
salary and director's fees earned to that date together with accrued and unpaid
vacation through that date.

       

      (c)           All
payments under items (a) and (b) above shall be less deductions for federal and
state withholding and other applicable taxes and deductions as required by
law.

      

        
          
             


          

          
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      (d)           Employee
will be entitled to continue his medical insurance coverage in Employer's plan
for its employees subsequent to June 30, 2006, entirely at the expense of
Employee and pursuant to the terms and conditions applicable to employees who
retire at age 55 after ten (10) years of service.

       

      (e)           Employer
and Employee shall fulfill their obligations under Employer's Officer Deferred
Compensation Plan and Stock Option Plan and all written agreements governing
Employee's options to purchase common stock of Employer.

       

      Employee
acknowledges that the foregoing is a complete description of all compensation
that he will be entitled to receive from Employer with respect to his services
to Employer for periods ending June 30, 2006.

       

      2.          Consideration.  As
consideration for Employee's release of all Claims against Employer, as set
forth in paragraph 3 below, Employer tenders, and Employee agrees to accept, a
payment of $136,850.  The payment shall be less deductions for federal
and state withholding and other applicable taxes and deductions as required by
law.  The consideration shall be paid in full at the close of business
on June 30, 2006, subject to the condition precedent that Employee shall have
executed the Release Renewal, as defined at the end of paragraph 3
below.

       

      3.          Release.  Employee
and Employer each irrevocably and unconditionally release the other from any and
all Claims made, to be made, or which might have been made as a consequence of
Employee's employment by Employer, or arising out of the termination of the
employment relationship, or arising out of any acts committed or omitted during
the existence of the employment relationship.  Employee and Employer
each agree that they will not file, claim, sue, or cause or permit to be filed
or claimed, any action for damages or any other relief against the other
involving any matter occurring in the past up to the date of this
Agreement.

       

      For purposes of
this Agreement, the term "Claim(s)" shall in addition to any definitions of
Claims set forth above, include, but not be limited to, the
following:

       

      (a)           Any
and all actions, causes of action, suits, debts, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages, and
expenses (including attorneys' fees and other costs actually
incurred),  pertaining to Employee's employment by Employer or the
termination of such employment, or any other nature whatsoever, in contract or
tort and in law or equity.

       

      (b)           Any
action or claim that could arise under federal, state, or local law, regulation,
or executive order, including but not limited to, actions under Title VII of the
Civil Rights Act of 1964, as amended; the Equal Pay Act, as amended; the Fair
Labor Standards Act, as amended; the Federal Family and Medical Leave Act, the
California Family Rights Act; the Americans with Disabilities Act, as amended;
the Employee Retirement Income Security Act of 1974, as amended; the California
Labor Code; the California Fair Employment and Housing Act; the National Labor
Relations Act, as amended; and the Age Discrimination in Employment Act, to the
fullest extent permitted by law.

       

      
        
           


        

        
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      At the close of
business on June 30, 2006, Employer and Employee shall execute the agreement
entitled Release Renewal (the "Release Renewal") set forth at the end of this
document immediately following the signatures of Employer and
Employee.  Employee's execution of the Release Renewal is a condition
of his entitlement to receive the consideration provided for in paragraph 2
above.

       

      4.          Covenant
Not to Sue.  Each of Employee and Employer hereby covenants and
agrees not to assert any claim, or file, claim, sue or cause or permit to be
filed or claimed, any action for damages or any other relief against the other
with respect to any Claim that has been released.  Any attempt to
initiate any such Claim shall constitute a breach of this
Agreement.  In the event of any such breach, Employee shall
immediately return to Employer all consideration paid to Employee pursuant to
paragraph 2 above.

       

      5.          Section
1542.  It is the intention of Employee and Employer that this
Agreement will act as a bar to each and every Claim, including such Claims which
Employee and Employer do not know or suspect to exist.  Employee and
Employer acknowledge that they may hereafter discover the existence of
additional claims or facts with respect to the subject matter of this Agreement
and which, if known, or suspected at the time of signing this Agreement, may
have materially affected this settlement.  Employee and Employer
expressly waive any and all rights and benefits conferred upon Employee or
Employer by the provisions of Section 1542 of the California Civil Code or any
comparable statutory provisions, and expressly consent, that this Agreement will
be given full force and effect according to each and all of its express terms
and provisions, including as well those related to unknown and unsuspected
claims, demands, and causes, and demands and causes of action described
above.  Section 1542 provides:

       

      A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.

       

      6.          References;
Nondisparagement.  Any requests for employment references for
Employee, whether written or oral, must be made directly to Employer's then
current Chairman of the Board.  References solicited from persons
other than Employer's Chairman of the Board will not be provided, and if
provided, will not be authorized by Employer.  In response to a
reference request for Employee, the parties agree that Employer will provide
only job title, dates of employment, and final salary.  Employee shall
refrain from defaming, disparaging, or otherwise speaking negatively of
Employer, or any of its customers or personnel, to any other person, business,
or third party, and Employer shall refrain from defaming, disparaging, or
otherwise speaking negatively of Employee to any other person, business, or
third party.

       

      
        
           


        

        
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      7.          Review
and Revocation.  By signing this Agreement Employee certifies
that he has read all of this Agreement, and knowingly and voluntarily consents
to its terms.  Employee certifies that Employer has advised Employee
in writing to consult with an attorney before signing this Agreement to be sure
that Employee understands the meaning of the terms and conditions in the
Agreement.  Employee also certifies that Employee has been given at
least twenty-one (21) days to consider this Agreement, that Employee's signature
below indicates either that Employee has taken twenty-one (21) days to consider
this Agreement, or has knowingly and voluntarily waived some or all of this
consideration period.  Employee has seven (7) days from the date of
signing this Agreement to revoke the Agreement, after which the Agreement is
final and binding ("Effective Date").

       

      8.          Confidentiality.  Employee
agrees that the terms of this Agreement are considered a confidential document
by Employer, and agrees, except as required by law, not to disclose the terms to
any other person or entity without the advance written consent of
Employer.  This nondisclosure provision does not apply to Employee's
spouse, attorney or tax advisor so long as the excepted individuals are provided
with a copy of this provision and agree not to further disclose in accordance
with the terms of this provision.

       

      9.          Non-Admission.  The
parties agree that this Agreement is not an admission of wrongdoing, fault,
guilt or liability on the part of Employer under any federal, state, or local
law, whether statutory or common law.

       

      10.        Entire
Agreement/Legality.  Both parties agree that this Agreement
supersedes any prior agreements or representations between the parties, oral or
otherwise, pertaining to the subject matter of this Agreement, and that all such
prior agreements are null and void.  No representations, obligations,
understandings, or agreements, oral or otherwise, exist between the parties
except as expressly stated in the Agreement.  This Agreement may be
amended or terminated only by a written document signed by Employer and
Employee.

       

      If any portion or
term of this Agreement is found to be invalid by any court, agency, or other
competent authority, the remaining lawful terms will remain in full force and
effect; provided, however, that if the release provisions in paragraph three (3)
are not fully enforced as a bar to any claim made by Employee against Employer,
then the monies received by Employee in consideration of the release under
paragraph 3 of this Agreement will be returned to Employer.

       

      11.        State
Law Governs.  The Agreement will be governed by and construed
according to the Laws of the State of California.

       

      12.        Arbitration.  If
a dispute or controversy arises regarding the performance of either party under
the terms of this Agreement or regarding the enforceability of any terms of this
Agreement, then the parties agree that such dispute or controversy shall be
resolved by binding arbitration in Marin County, California in accordance with
the Commercial Arbitration Rules of the American Arbitration Association or such
other rules or arbitrator as the parties mutually agree.  A judgment
upon any decision of the arbitrator may be entered in any court having
jurisdiction thereof.  The costs of the arbitration shall be borne
equally by the parties.  The prevailing party in any such proceeding
shall be entitled to recover a sum equal to its reasonable attorneys' fees
incurred.

       

      
        
           


        

        
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                /s/WRG

              	 
    	
                /s/J.A.

              
	
                Employee

              	 
    	
                Employer

              
	
                Initials

              	 
    	
                Initials

              


      

       

      13.        Consultations
With Attorney.  Employee acknowledges that Employer has urged
that he consult with an attorney, and that he has had the opportunity to consult
with an attorney, of Employee's choice prior to executing this
Agreement

       

      14.        Acknowledgment.  Employee
acknowledges that he has read this Agreement, and he fully understands
it.  Employee agrees that no representations inconsistent with this
Agreement have been made to Employee and Employer has not made any promises,
agreements or statements concerning the terms or effect of this Agreement other
than those contained herein.  Employee further acknowledges that after
consideration of this Retirement Agreement and Release, that he has signed this
Agreement as a voluntary act and without coercion or force of any kind
whatsoever.

       

      
        	
                ACCEPTED BY
      EMPLOYEE

              	 
    	 
    
	
                /s/
      W. Robert Griswold, Jr.

              	 
    	
                3/11/06

              
	
                W. Robert
      Griswold, Jr.

              	 
    	
                Date

              


      

       

      
      

      
        	
                ACCEPTED BY
      EMPLOYER

              	 	 
	
                Bank of
      Marin

              	 	 
	
                By:

              	
                /s/
      Judith O'Connell Allen

              	 
    	
                3/11/06

              
	
                Its:

              	
                Chairman of
      Board

              	 
    	
                Date

              


      

       

       

      Release
Renewal

       

      Employer and
Employee hereby agree that the release set forth in paragraph 3 of the foregoing
Retirement Agreement and Release is renewed and made effective once again as of
the close of business on June 30, 2006, as if originally given on such
date.

       

      
        	
                ACCEPTED BY
      EMPLOYEE

              	 
    	 
    
	
                /s/
      W. Robert Griswold, Jr.

              	 
    	
                Dated: June
      30, 2006

              
	
                W. Robert
      Griswold, Jr.

              	 
    	 
    


      

       

      
        	
                ACCEPTED BY
      EMPLOYER

              	 	 
	
                Bank of
      Marin

              	 	 
	
                By:

              	
                /s/
      Judith O'Connell Allen

              	 
    	
                Dated: June
      30, 2006

              
	
                Its:

              	
                Chairman of
      Board

              	 
    	 
    


      

       

       

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