Form of Change in Control Agreement



 EXHIBIT 10.10 
 CHANGE IN CONTROL AGREEMENT 
 THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is made and
entered into effective this                     , by and between COLUMBIA STATE BANK, a Washington banking corporation (the “Bank”)
and                     (“Executive”). 
 RECITALS 
 1. The Bank currently receives the exclusive services of Executive as its Executive, and
Executive desires that this employment relationship continue. 
 2. The Bank desires to provide a severance benefit to Executive (i) to
encourage Executive to continue employment with the Bank; (ii) to continue obtaining Executive’s services in the event of a potential Change in Control (as defined below) of Columbia Banking System, Inc. (“CBSI”), the parent
holding company of the Bank, that may be detrimental to the Executive; and (iii) to allow CBSI to maximize the benefits obtainable by its shareholders from any Change in Control. 
 In consideration of the mutual promises, covenants, agreements and undertakings contained in this Agreement, the parties hereby contract and agree as
follows: 
 AGREEMENT 
 1.
Term. The term of this Agreement (“Term”) shall commence as of the date first above written and shall end on the earlier of the termination of Executive’s employment in a manner that does not constitute a Termination
Event or on the fifth anniversary of the date first above written, unless extended in writing by the parties. 
 2. Severance Benefit.
In the case of a Termination Event, as defined in Section 4, (i) the Bank shall pay to Executive all salary and benefits earned through the effective date of Executive’s termination and a severance benefit (“Severance
Benefit”) in an amount equal to two times the amount of Executive’s then-current annual base salary, and (ii) vesting of all stock options and lapse of all restrictions with respect to restricted stock awards shall occur. Payment of
the Severance Benefit shall begin, and vesting and lapse of restrictions described in the preceding sentence shall occur, (i) in the case of a Termination Event described in paragraph 4.1, upon the effective date of termination, and
(ii) in the case of a Termination Event described in paragraph 4.2, upon the effective date of the Change of Control which is then pending (or announced within sixty days of the date when the Executive’s employment terminated). The
Severance Benefit shall be paid over a two year period in equal regular periodic payments without interest on the same dates that other salaried Executives of the Bank are paid. 
 3. Other Compensation and Terms of Employment. Except with respect to the Severance Payment, this Agreement shall have no effect on the
determination of any compensation payable by the Bank to the Executive, or upon any of the other terms of Executive’s employment with the Bank. 







 4. Termination Events. A Termination Event shall be deemed to occur upon, and only upon,
one or more of the following: 
 4.1 Termination of Executive’s employment by the Bank without Cause (as defined below)
or by Executive for Good Reason (as defined below) within 730 days following the effective date of a Change of Control; or 
 4.2 Termination of Executive’s employment by the Bank without Cause prior to a Change of Control if such termination occurs at any time from and after sixty days prior to the public announcement by the CBSI or any other party of a
transaction which will result in a Change in Control; provided that the effective date of the Change of Control occurs within eighteen (18) months of Executive’s termination. 
 5. Restrictive Covenant.  
 5.1 Non-competition. Executive agrees that, during Executive’s employment with the Bank or any of its affiliates and for a period of two years after commencement of the payment to Executive of the
Severance Benefit, Executive will not directly or indirectly become interested in, as a principle shareholder, director, or officer, any financial institution, now existing or organized hereafter, that competes or will compete with CBSI, the Bank or
any of their affiliates (together the “Company”), including any successor, within any county in which the Company does business; provided that Executive’s covenant not to compete shall terminate in the event Executive waives
the right to payment of any balance of the Severance Benefit then payable; and provided further, that Executive shall not be deemed a “principle shareholder” unless (i) Executive’s investment in such an institution exceeds
2% of the institution’s outstanding voting securities or (ii) Executive is active in the Organization, management or affairs of such institution. The provisions restricting competition by Executive may be waived by action of the Board.
Executive recognizes and agrees that any breach of this covenant by Executive will cause immediate and irreparable injury to the Company, and Executive hereby authorizes recourse by the Bank or CBSI to injunction and/or specific performance, as well
as to other legal or equitable remedies to which either may be entitled. 
 5.2 Noninterference. During the
non-competition period described in Section 5.1, Executive shall not solicit or attempt to solicit any other Executive of the Company to leave the employ of those companies, or in any way interfere with the relationship between the Company and
any other Executive of the Company. 
 5.3 Interpretation. If a court or any other administrative body with
jurisdiction over a dispute related to this Agreement should determine that the restrictive covenant set forth in Section 5.1 above is unreasonably broad, the parties hereby authorize and direct said court or administrative body to narrow same
so as to make it reasonable, given all relevant circumstances, and to enforce same. The covenants in this paragraph shall survive termination of this Agreement. 







 6. Definitions. 
 6.1. Cause. “Cause” shall mean only (i) willful misfeasance or gross negligence in the performance of
Executive’s duties, (ii) conduct demonstrably and significantly harmful to the Bank (which would include willful violation of any final cease and desist order applicable to the Bank), or (iii) conviction of a felony. 
 6.2. Change of Control. “Change of Control” shall mean the occurrence of one or more of the following events: 

6.2.1. One person or entity acquiring or otherwise becoming the owner of twenty-five percent (25%) or more of CBSI’s
outstanding common stock; 
 6.2.2. Replacement of incumbent directors or election of newly-elected directors constituting a
majority of the Board of CBSI where such replacement or election has not been supported by the Board; or 
 6.2.3.
Dissolution, or sale of fifty percent (50%) or more in value of the assets, of either CBSI or the Bank. 
 6.3. Good
Reason. “Good Reason” shall mean (i) any reduction of Executive’s salary or any reduction or elimination of any other compensation or benefit plan, which reduction or elimination is not of general application to substantially
all Executives of the Bank or such Executives of any successor entity or of any entity in control of the Bank, (ii) any changes in Executive’s authority or duties substantially inconsistent with Executive’s then office position; or
(iii) any transfer to a location more than thirty miles from Executive’s then office location. 
 7. Miscellaneous.

 7.1 This Agreement contains the entire agreement between the parties with respect to the subject matter, and is subject to
modification or amendment only upon amendment in writing signed by both parties. 
 7.2 This agreement shall bind and inure to
the benefit of the heirs, legal representatives, successors, and assign of the parties. 
 7.3 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. 







 7.4 This Agreement is made with reference to and is intended to be construed in
accordance with the laws of the State of Washington. Venue for any action arising out of or concerning this Agreement shall lie in Pierce County, Washington. In the event of a dispute under this agreement, the disputes shall be arbitrated pursuant
to the Superior Court Mandatory Arbitration Rules (“MAR”) adopted by the Washington State Supreme Court, irrespective of the amount in controversy. This Agreement shall be deemed as stipulation to that effect pursuant to MAR 1.2 and 8.1.
The arbitrator, in his or her discretion, may award attorney’s fees to the prevailing party or parties. 
 7.5 Any notice
required to be given under this Agreement to either party shall be given by personal service or by depositing a copy thereof 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: 
  

			
	Company:	  	Columbia Bank
		  	1301 ‘A’ Street
		  	Tacoma, WA 98402
		  	Attn: (Corporate Secretary)
		
	Executive:	  	                                      
                                        
     

 IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date
first above written. 
  

			
	COLUMBIA STATE BANK
	
	By                                      
                                        
                   
	
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	EXECUTIVE