Form of Restricted Stock Unit Agreement



 EXHIBIT 10.5 
 COLUMBIA BANKING SYSTEM, INC. 
 RESTRICTED STOCK UNIT AGREEMENT 
 THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is entered into by and between Columbia Banking System, Inc. (“Bank”) and
                     (“Grantee”). 
  

	1.	Basis Terms of Award 

  

			
	 Number of Restricted Stock
 Units Subject to the
Award:
	  	______________________________
		
	Fair Market Value on Common Stock on Date of Award	  	______________________________
		
	Amount Required to be Paid for Restricted Stock Units:	  	$0.00
		
	Date of Award:	  	______________________________

  

	2.	Bank hereby awards to Grantee the number of Restricted Stock Units described above (“Award”). 

  

	3.	The Award is made under the Amended and Restated Stock Option and Equity Compensation plan of Columbia Banking System, Inc. (the “Plan”), a copy of which has been provided
to Grantee. The terms and conditions of the Plan are hereby incorporated into this Agreement by this reference. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the former shall
govern. Capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Plan. 

  

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	4.	Vesting Schedule 

 Except as otherwise provided in the
Plan, Restricted Stock Units subject to this Award shall no longer Vest, and shall be forfeited for no consideration, immediately after Grantee fails to maintain Continuous Status as an Employee, to the extent such units are not then Vested in
accordance with the following vesting scheduled: 
  

			
	 If Grantee maintains Continuous Status
as an Employee on the following
anniversary date after the Date of
Award

	  	 Then the following percent of the
number of Restricted Stock Units
subject to the Award shall Vest
*

		
	                        1st	  	                        25%
		
	                        2nd	  	                        25%
		
	                        3rd	  	                        25%
		
	                        4th	  	                        25%

  

	*	Rounded up in each case to the nearest whole number. But in no event shall more than the total number of Restricted Stock Units subject to this Award, as described in paragraph 1,
Vest over the entire vesting period. 

  

	5.	Grantee shall have no rights as a shareholder with respect to the Restricted Stock Units subject to this Award. 

  

	6.	Grantee shall exercise his right to receive payments with respect to Vested Restricted Stock Units by giving a notice of exercise to Bank. The date on which such notice is given
shall be deemed to be the date of exercise. As soon as practicable thereafter, Bank shall take all actions reasonably required to effectuate the payment. 

  

	7.	No rights under Restricted Stock Units subject to this Award may be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the
laws of descent or distribution. 

  

	8.	No shares of Common Stock shall be issued with respect to a Restricted Stock Unit, unless the issuance and delivery of such shares shall comply with all relevant provisions of law,
including, without limitation, all securities laws, rules and regulations, and the requirements of any stock exchange upon which the shares may then be listed. Issuance of such shares is further subject to the approval of counsel for Bank with
respect to such compliance. 

  

	9.	Bank, in its sole discretion, may take any actions reasonably believed by it to be required to comply with any local, state, or federal tax laws relating to the reporting or
withholding of taxes attributable to the Restricted Stock Units, including, but not limited to, (i) withholding, or causing to be withheld, from any form of compensation or other amount due Grantee any amount required to be withheld
under applicable tax laws, or (ii) requiring Grantee to make arrangements satisfactory to Bank (including, without limitation, paying amounts) to satisfy any tax obligations, as a condition to recognizing any rights of Grantee under the
Award. 

  

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	10.	Miscellaneous. 

  

	 	a.	Each party agrees to cooperate fully with the other party and to execute such further instruments, documents and agreements, and to give such further written assurances, as may be
reasonably requested by the other party to better evidence and reflect the transactions described herein and contemplated hereby, and to carry into effect the intents and purposes of this Agreement. 

  

	 	b.	All pronouns shall be deemed to include the masculine, feminine, neuter, singular or plural forms thereof, as the context may require. All references to “paragraph” shall
be deemed to refer to paragraphs of this Agreement, unless otherwise specifically stated. 

  

	 	 c.
	 All notices and other writings of any kind that a party to this Agreement may or is required to give hereunder to any
other party hereto shall be in writing and may be delivered by personal service or overnight courier, facsimile, or registered or certified mail, return receipt requested, deposited in the United States mail with postage thereon fully prepaid,
addressed (i) if to Bank, to its home office, marked to the attention of the corporate secretary of Bank; or (ii) if to Grantee, to his address set forth on the signature page hereof. Any notice or other writings so delivered shall be
deemed given (i) if by mail, on the second (2nd) business day after mailing, and (ii) if by other means, on the date of actual
receipt by the party to whom it is addressed. Any party hereto may from time to time by notice in writing served upon the other as provided herein, designate a different mailing address or a different person to which such notices or demands are
thereafter to be addressed or delivered. 


  

	 	d.	Attorneys Fees. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party to such litigation, as determined by
the court in a final judgment or decree, shall pay the successful party all costs, expenses and reasonable attorneys’ fees incurred by the successful party (including, without limitation, costs, expenses and fees on any appeal).


  

	 	e.	Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed
as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement. 

  

	 	f.	Choice of Law. It is the intention of the parties that the internal laws of the State of Washington (irrespective of any choice of law principles) shall govern the validity
of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties. 

  

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	 	g.	Successors in Interest. This Agreement and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the
heirs, executors, administrators, successors and permitted assigns of the parties hereto. 

 IN WITNESS WHEREOF, the parties
have executed this Agreement on the day and year first indicated above. 
  

									
	BANK	 		 	COLUMBIA BANKING SYSTEM, INC.,
		 		 	a Washington corporation
				
		 		 		 	By                                      
                                        
                                      
 
				
		 		 		 	Print
name:                                       
                                        
                      
				
		 		 		 	Title:                                     
                                        
                                   

  

									
	GRANTEE	 		 	
				
		 		 		 	Address:                                     
                                        
                             
					
		 		 		 		 	                                      
                                        
                                    
					
		 		 		 		 	                                      
                                        
                                    


									
				
		 		 		 	Social Security
No.                                       
                                        
      

 ACKNOWLEDGEMENT 
 GRANTEE HEREBY ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THE PLAN. 
  

	
	                                      
                                        
                        
	
	Print Name:                                    
                                        
   


  

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 CONSENT OF SPOUSE AND CERTIFICATION OF MARITAL STATUS 
 CONSENT OF SPOUSE 
 This Consent of
Spouse relates to an award by Columbia Banking System, Inc. of Restricted Stock Unit to                      under the Amended and Restated
Stock Option and Equity Compensation Plan of Columbia Banking System, Inc. and a related Restricted Stock Unit Agreement. The foregoing plan and agreement are sometimes referred to herein as the “Documents.” By his/her signature below, the
undersigned acknowledges that he/she: 
  

	 	1.	is the spouse of the grantee of such shares; 

  

	 	2.	has read the Documents and is familiar with the terms and conditions of the same; and 

  

	 	3.	agrees to be bound by all the terms and conditions of the Documents. 

 Dated:                                  
  

	
	                                      
                                        
                        
	
	Print Name:                                    
                                        
   


 CERTIFICATION OF MARITAL STATUS 
 I hereby certify that I am not married. 
  

	
	                                      
                                        
                        
	
	Print Name:                                    
                                        
   


  

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