**Exhibit 10.20****AMENDED AND RESTATED****EMPLOYMENT AGREEMENT**     THIS AGREEMENT (the “Agreement”) is made and entered into effective the 1st day of January,2007 (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 **Victor P. Mollozzi**(the “Loan Officer”).     In consideration of the mutual promises made in this Agreement, the parties agree as follows:     ***1. Employment.***     Employer employs Loan Officer and Loan Officer accepts employment with Employer as **Senior VicePresident, Senior Credit Officer**.     ***2. Term.***     The term of this Agreement (the “Term”) shall commence on the Effective Date and shallcontinue through December 31, 2007; *provided, however*, that on January 1, 2008 and each succeedingJanuary 1, the Term shall automatically be extended for one additional year unless, not later thanninety (90) days prior to any such January 1, either party shall have given written notice to theother that it does not wish to extend the Term. In the event the Term is not extended, LoanOfficer shall have no rights to any of the severance payments or benefits continuation described inSection 5 except as specifically provided for in Section 5(a).     ***3. Duties.***     The Loan Officer will render such lending activity and administrative services and performsuch tasks in connection with the operation of the Employer as is customary for his position,subject to the direction of Employer’s President and other senior officers. Loan Officer shalldevote necessary time, attention and effort to Employer’s business in order to properly dischargehis responsibilities under this Agreement.     ***4. Compensation, Benefits, Reimbursement and Bonus.***          ***a. Base Salary.***In consideration for all services rendered by Loan Officer during the term ofthis Agreement, Employer shall pay Loan Officer an annual base salary (before all customary andproper payroll deductions) of **$158,620**, as adjusted from time to time (“Base Salary”). The Boardof Directors of the Employer shall review Loan Officer’s salary each year, in a manner consistentwith that used for all management employees of the Employer, and in its sole discretion may adjustsuch salary commensurate with the Loan Officer’s performance under this Agreement.          ***b.Incentive Compensation***. Under the Employer’s Executive Incentive Compensation Plan, LoanOfficer shall be eligible to receive an annual bonus based on performance as defined by the Boardof Directors. Loan Officer’s annual target bonus will equal **25%**of Base
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Salary. This is the amount payable for ambitious, but expected, results as determined by theBoard of Directors. Loan Officer’s bonus may be more or less than this amount at the Board ofDirectors discretion but may not exceed **35%**of Base Salary.          ***c. Stock Options.***Loan Officer shall be eligible for stock option grants under the Employer’sStock Incentive Plan. The timing and size of awards will be at the discretion of the Board ofDirectors.          ***d. SERP and Deferred Compensation.***Loan Officer shall also be entitled to receive an annualcontribution equal to **5%**of annual Base Salary in accordance with the Employer’s SupplementalExecutive Retirement Plan, as may be adjusted at the discretion of the Board of Directors from timeto time. The Loan Officer may also participate in the Employer’s Deferred Compensation Plan.          ***e. Supplemental Retirement Deferred Compensation.***Loan Officer shall also participate in theCompany’s Supplemental Retirement Deferred Compensation Plan, in accordance with such plan.          ***f. Other Benefits.***Throughout the term of this Agreement, Employer shall provide Loan Officerwith reasonable health insurance, disability and other employee benefits.          ***g. Expenses.***Employer shall reimburse Loan Officer for his reasonable expenses (including,without limitation, travel, entertainment, and similar expenses) incurred in performing andpromoting the business of Employer. Loan Officer shall present from time to time itemizedaccounts of any such expenses as required by Employer, subject to any limits of company policy andthe rules and regulations of the Internal Revenue Service.     ***5. Termination of Agreement.***          ***a. Termination Due to a Change in Control.***If (A) Employer (either Northrim BanCorp,Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5(f)(i)), and (B)Employer or its assigns terminates Loan Officer’s employment without Cause (either during theannual term of this Agreement or by refusing to extend this Agreement when the annual terminationoccurs every December 31) within 730 days of such Change of Control, then Employer shall pay LoanOfficer in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under thisAgreement through such termination date; (ii) a pro rata portion of any annual target bonus for theyear of termination; and (iii) an amount equal to one (1) times Loan Officer’s highest Base Salaryover the prior three (3) years, plus an amount equal to one (1) times the target bonus or one (1)times the average bonus paid over the prior three (3) years, whichever is greater; and (iv)benefits described in Sections 5(b)(I) and (II) below. The amounts described in 5(a)(i) and (ii)herein shall be paid no later than 45 days after the day on which employment is terminated. Theamount described in 5(a)(iii) herein shall be paid on the first day of the month following a periodof six (6) months after the termination of employment, provided that the payment may be made soonerif either (i) the amount does not exceed two times the lesser of (a) the Loan Officer’s annualcompensation for the year prior to the year in which employment is terminated; or (b) the maximumamount that may be taken into account under a qualified plan pursuant to Internal Revenue CodeSection 401(a)(17) for such year (the “IRC Safe Harbor”) or (ii) at the Loan Officer’s election,the amount described in Section 5(a)(iii) is reduced to fit within the
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IRC Safe Harbor. No payment will be made pursuant to Section 5(a)(iii) until the Loan Officerhas signed an agreement, in a form acceptable to Employer, that releases and holds Employerharmless from all known and unknown claims and liabilities arising out of Loan Officer’s employmentwith Employer or the performance of this Agreement (“Release Agreement”).          ***b. Termination by Employer Without Cause.***If Employer terminates Loan Officer’semployment without Cause, Employer shall pay Loan Officer in a lump sum: (i) all Base Salaryearned 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; and (ii) an amountequal to one (1) times Loan Officer’s highest Base Salary over the prior three (3) years, plus anamount equal to one (1) times the target bonus or one (1) times the average bonus paid over theprior three (3) years, whichever is greater. The amount described in 5(b)(i) herein shall be paidno later than 45 days after the day on which employment is terminated. The amount described in5(b)(ii) herein shall be paid on the first day of the month following a period of six (6) monthsafter the termination of employment, provided that the payment may be made sooner if either (i)the amount does not exceed the IRC Safe Harbor or (ii) at the Loan Officer’s election, the amountdescribed in Section 5(a)(ii) is reduced to fit within the IRC Safe Harbor. No payment will bemade pursuant to Section 5(a)(ii) until the Executive has signed a Release Agreement.               ***(I) Benefits Continuation.***In addition, Loan Officer shall be entitled to health and dentalinsurance benefits for a period of eighteen (18) months following the termination of thisAgreement. These benefits will be provided at Employer’s expense, but such period shall counttowards the Employer’s continuation of coverage obligation under Section 4980B of the InternalRevenue Code (“COBRA”).               ***(II) Age and Service Credit.***Loan Officer shall also be entitled to receive age credit andcredit for period of service towards all pension/SERP plans for the remaining period of timecovered by this Agreement. If Loan Officer is hired by Employer, its assigns, any company incontrol of Employer, or any company controlled by Employer during the period covered by thisAgreement, then Loan Officer will be entitled to be treated for all purposes relating to futurecompensation, benefits, and retirement, as if this Agreement had never been terminated and as ifLoan Officer had performed his responsibilities as a Loan Officer throughout the period originallycovered by this Agreement.          ***c. Termination by Employer for Cause.***If Employer terminates Loan Officer’semployment for Cause, Employer shall pay Loan Officer upon the effective date of such terminationonly such Base Salary earned and expenses reimbursable under this Agreement incurred through suchtermination date. In such case, Loan Officer shall have no right to receive compensation or otherbenefits for any period after termination under this Agreement.          ***d. Termination Due to Disability.***If Employer terminates Loan Officer’s employment onaccount of any mental or physical Disability that prevents Loan Officer from discharging his dutiesunder this Agreement, even with reasonable accommodation, Loan Officer shall be entitled to: (i)all Base Salary earned and reimbursement for expenses incurred under this Agreement through thetermination date, (ii) a pro rata portion of any annual Target Bonus for the year of termination,(iii) full Base Salary for the year following the termination date (less the amount of any paymentsreceived by Loan Officer during such one (1) year period under any Employer-sponsored disabilityplan), and (iv) health and dental insurance benefits for a period of
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one (1) year following the termination date, which benefits will be provided at Employer’sexpense, but such period shall count towards the Employer’s continuation of coverage obligationunder Section 4980B of Code (commonly referred to as “COBRA”). All such compensation shall bepaid Loan Officer in one lump sum the first day of the month following a period of six (6) monthsafter Loan Officer’s employment was terminated, provided that Loan Officer has signed a ReleaseAgreement in a form acceptable to Employer.          ***e. Termination Upon Death of Loan Officer.***Loan Officer’s employment under thisAgreement shall be terminated upon the death of Loan Officer. In such case, the Employer shall beobligated to pay to the surviving spouse of Loan Officer, or if there is none, to the LoanOfficer’s estate: (i) that portion of Loan Officer’s Base Salary that would otherwise have beenpaid to him for the month in which his death occurred, and (ii) any amounts due him pursuant to theEmployer’s pension plan, any supplemental deferred compensation plan, and any other death,insurance, employee benefit plan or stock benefit plan provided to Loan Officer by the Employer.          ***f. Termination Definitions.***               ***(i) *****“*****Change of Control.*****”**For purposes of this Agreement, the term “Change of Control” shallmean the occurrence of one or more of the following events: (A) One person or entity acquiring orotherwise 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 Bankby 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 eitherNorthrim 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 ofSection 280G of the Internal Revenue Code.               ***(ii) *****“*****Cause.*****”**For purposes of this Agreement, termination for “Cause” shall includetermination because Loan Officer (A) commits a material act of dishonesty or disloyalty related tothe business of the Employer; (B) fails to substantially perform his duties with the Employerafter reasonable notice and opportunity to improve, (C) is adjudged guilty of a felony or any crimeinvolving a dishonesty or breach of trust; (D) willfully fails to comply with any law, rule, orregulation (other than traffic violations or similar offenses) or final cease and desist order of aregulatory agency having jurisdiction over Employer, or (E) is unable to substantially perform hisduties with the Employer due to drug addiction or chronic alcoholism.               ***(iii) “Disability.”***For purposes of this Agreement, “Disability” shall mean a medicallydiagnosed physical or mental impairment that may be expected to result in death, or to be of long,continued duration, and that renders Loan Officer incapable of performing the essential dutiesrequired under this Agreement even with reasonable accommodation. Employer’s Board of Directors,acting in good faith, shall make the final determination of whether Loan Officer is suffering underany Disability (as herein defined) and, for purposes of making such determination, may require LoanOfficer to submit himself to a physical examination by a physician mutually agreed upon by the LoanOfficer and Employer’s Board of Directors at Employer’s expense.
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     ***6. Limits on Severance Payment for Change of Control.***          Notwithstanding anything above in Section 5.a., if the severance payment provided for in thatSection, together with any other payments which the Loan Officer has the right to receive from theEmployer, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code),the severance payment shall be reduced. The reduction shall be in an amount so that the presentvalue of the total amount received by the Loan Officer from the Employer or its affiliates andsubsidiaries will be 2.99 times the Loan Officer’s base amount (as defined in Section 280G of theCode) and so that no portion of the amounts received by the Loan Officer shall be subject to theexcise tax imposed by Section 4999 of the Code (excise tax). Insofar as permitted by the Code,Employer shall reduce those elements of the severance pay package specified by the Executive,provided, however, that Employer will not reduce the SERP credits provided for in Section 5(b)(II).The determination as to whether any reduction in the severance payment is necessary shall be madeby the Employer in good faith, and the determination shall be conclusive and binding on the LoanOfficer. If through error or otherwise the Loan Officer should receive payments under this Plan,together with other payments the Loan Officer has the right to receive from the Employer in excessof 2.99 times his base amount, Loan Officer shall immediately repay the excess to Employer uponnotification that an overpayment has been made.     ***7. Covenant Not To Compete.***          ***a.***Loan Officer agrees that for the term of this Agreement and for a period of one (1) yearafter this Agreement is terminated, Loan Officer will not directly or indirectly be employed by,own, manage, operate, support, join, or benefit in any way from any business activity that iscompetitive with Employer’s business or reasonably anticipated business of which Loan Officer hasknowledge. For purposes of the foregoing, Loan Officer will be deemed to be connected with suchbusiness if the business is carried on by: (a) a partnership in which Loan Officer is a general orlimited partner; or (b) a corporation of which Loan Officer is a shareholder (other than ashareholder owning less than 5% of the total outstanding shares of the corporation), officer,director, employee or consultant, whether paid or unpaid.          ***b.***The parties agree that if a trial judge with jurisdiction over a dispute related to thisAgreement should determine that the restrictive covenant set forth above is unreasonably broad, theparties authorize such trial judge to narrow the covenant so as to make it reasonable, given allrelevant circumstances, and to enforce such covenant. The provisions of this paragraph shallsurvive termination of this Agreement.     ***8. Nondisclosure of Confidential Information.***          ***a.***During the term of Loan Officer’s employment and thereafter, Loan Officer agrees to holdEmployer’s Confidential Information in strict confidence, and not disclose or use it at any timeexcept as authorized by Employer and for Employer’s benefit. If anyone tries to compel LoanOfficer to disclose any Confidential Information, by subpoena or otherwise, Loan Officer agreesimmediately to notify Employer so that Employer may take any actions it deems necessary to protectits interests. Loan Officer’s agreement to protect Employer’s Confidential Information appliesboth during the term of this Agreement and after employment ends, regardless of the reason it ends.
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          ***b.***“Confidential Information” includes, without limitation, any information in whatever formthat Employer considers to be confidential, proprietary, information and that is not publicly orgenerally available relating to Employer’s: trade secrets (as defined by the Uniform Trade SecretsAct); know-how; concepts; methods; research and development; product, content and technologydevelopment 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 informationdeveloped by Loan Officer, alone or with others, or entrusted to Employer by its customers orothers.     ***9. Nonsolicitation.***     During the course of Loan Officer’s employment and for a period of one (1) year from the dateof termination of employment for any reason, Loan Officer shall not directly or indirectly solicitor entice any of the following to cease, terminate or reduce any relationship with Employer or todivert any business from Employer: (a) any person who was an employee of Employer during the one-(1) year period immediately preceding the termination of Loan Officer’s employment; (b) anycustomer or client of Employer; or (c) any prospective customer or client of Employer from whomLoan Officer actively solicited business within the last six (6) months of Loan Officer’semployment.     ***10. Non-Disparagement.***     Loan Officer will not, during the Term or after the termination or expiration of thisAgreement or Loan Officer’s employment, make disparaging statements, in any form, about Employer’sofficers, directors, agents, employees, products or services which Loan Officer knows, or hasreason to believe, are false or misleading.     ***11. Mutual Agreement to Arbitrate.***          ***a.***In the event of a dispute or claim between Loan Officer and Employer related to Employee’semployment or termination of employment, all such disputes or claims will be resolved exclusivelyby confidential arbitration in accordance with the National Rules for the Resolution of EmploymentDisputes of the American Arbitration Association (“AAA”). This means that the parties agree towaive their rights to have such disputes or claims decided in court by a jury. Instead, suchdisputes 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 LoanOfficer for workers’ compensation or unemployment benefits, and any claim by Loan Officer forbenefits under an employee benefit plan that provides its own arbitration procedure. Also, LoanOfficer and Employer may seek injunctive relief in court in appropriate circumstances.          ***c.***The arbitration procedure will afford Loan Officer and Employer the full range of statutoryremedies. Employer will pay all costs that are unique to arbitration, except that the party whoinitiates arbitration will pay the filing fee charged by AAA. Loan Officer and Employer shall beentitled to discovery sufficient to adequately arbitrate their claims, including access toessential documents and witnesses, as determined by the arbitrator and subject to limited
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judicial review. In order for any judicial review of the arbitrator’s decision to besuccessfully accomplished, the arbitrator will issue a written decision that will decide all issuessubmitted 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 LoanOfficer’s employment with Employer, and is subject to modification or amendment only upon agreementin 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 beassigned.          ***c.***If any provision of this Agreement is invalid or otherwise unenforceable, in whole or inpart, then such provision shall be modified so as to be enforceable to the maximum extent permittedby law. If such provision cannot be modified to be enforceable, the provision shall be severedfrom the Agreement to the extent it is unenforceable. All other provisions and any partiallyenforceable provisions shall remain unaffected and shall remain in full force and effect.          ***d.***In the event of any claim or dispute arising out of this Agreement, the party thatsubstantially prevails shall be entitled to reimbursement of all expenses incurred in connectionwith such claim or dispute, including, without limitation, attorneys’ fees and other professionalfees. 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 bypersonal service or by depositing a copy of such notice in the United States registered orcertified mail, postage prepaid, addressed to the following address, or such other address asaddressee shall designate in writing:             ***Employer:*** 3111 “C” Street  Anchorage, AK 99503             ***Loan Officer:*** 11950 Ginami Street  Anchorage, AK 99516          ***f.***This Agreement shall in all respects, including all matters of construction, validity andperformance, be governed by and construed and enforced according to the laws of the State ofAlaska.          ***g.***This Agreement is intended to comply and shall be interpreted and construed in a mannerconsistent with the provisions of Internal Revenue Code Section 409A, including any rule orregulation promulgated thereunder. In the event that any provision of the Agreement would cause abenefit or amount provided hereunder to be subject to tax under the Internal Revenue Code prior tothe time such amount is paid, such provision shall, without the necessity of further action by thesignatories to this Agreement, be null and void as of the Effective Date.
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       ***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              ***LOAN OFFICER:***    /s/ Victor P. Mollozzi     Victor P. Mollozzi
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