ex4_1.htm


    
      

    

     

    Exhibit
      4.1

    


    


    BANK
      OF
      MARIN BANCORP

     

    2007
      EMPLOYEE STOCK PURCHASE PLAN

     

    The
      following constitute the provisions of the 2007 Employee Stock Purchase Plan
      of
      Bank of Marin Bancorp.  The Plan was originally adopted by the Board
      of Bank of Marin (the “Bank”) on October 20, 2005 effective as of
      January 1, 2006 and by the Bank’s shareholders on July 18, 2006, subject to
      obtaining a permit for the issuance of shares under the Plan from the Department
      of Financial Institutions.  The Plan was assumed by the Bank of Marin
      Bancorp pursuant to that certain Plan of Reorganization and Agreement of Merger,
      dated March 8, 2007, (the “Reorganization”) adopted by Bank of Marin Bancorp as
      part of the holding company reorganization in which the Bank became a
      wholly-owned subsidiary of Bank of Marin Bancorp. The Reorganization became
      effective on July 1, 2007 (the "Effective Date").

     

    1.           Purpose.  The
      purpose of the Plan is to provide employees of the Company with an opportunity
      to purchase Common Stock of the Company through accumulated payroll
      deductions.  It is the intention of the Company to have the Plan
      qualify as an "Employee Stock Purchase Plan" under Section 423 of the
      Internal Revenue Code of 1986, as amended.  The provisions of the
      Plan, accordingly, shall be construed so as to extend and limit participation
      in
      a manner consistent with the requirements of that section of the
      Code.

     

    2.           Definitions.

     

    (a)           "Board"
      shall mean the Board of Directors of the Bank of Marin Bancorp.

     

    (b)           "Code"
      shall mean the Internal Revenue Code of 1986, as amended.

     

    (c)           "Common
      Stock" shall mean the common stock of Bank of Marin Bancorp.

     

    (d)           "Company"
      shall mean Bank of Marin Bancorp and any of its consolidated subsidiaries,
      including the Bank.

     

    (e)           "Compensation"
      shall mean all base straight time gross earnings, but exclusive of payments
      for
      overtime, incentive compensation, incentive payments, bonuses and other
      compensation.

     

    (f)           "Employee"
      shall mean any individual who is an Employee of the Company, whose customary
      employment with the Company is at least twenty (20) hours per
      week.  For purposes of the Plan, the employment relationship shall be
      treated as continuing intact while the individual is on sick leave or other
      leave of absence approved by the Company.  Where the period of leave
      exceeds 90 days and the individual's right to re-employment is not
      guaranteed either by statute or by contract, the employment relationship shall
      be deemed to have terminated on the 91st day of such
      leave.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)           "Enrollment
      Date" shall mean the first Trading Day of each Offering Period.

     

    (h)           "Exercise
      Date" shall mean the last Trading Day of each Purchase Period.

     

    (i)           "Fair
      Market Value" shall mean, as of any date, the value of Common Stock determined
      by the closing sales price for such stock (or the closing bid, if no sales
      were
      reported) as quoted on such exchange or system on the date of such
      determination, as reported in The Wall Street Journal or such other source
      as
      the Board deems reliable;

     

    (j)           "Offering
      Periods" shall mean the periods of approximately three (3) months during which
      an option granted pursuant to the Plan may be exercised, commencing on the
      first
      Trading Day on or after the first day of a calendar quarterly period of each
      year and terminating on the last Trading Day in the quarterly period except
      that
      if an Offering Period  would otherwise end before the date of approval
      of the Plan by the Shareholders of the Company then that Offering Period will
      be
      extended to the date five days after such Shareholder approval.  The
      duration and timing of Offering Periods may be changed pursuant to
      Section 4 of this Plan.

     

    (k)           "Plan"
      shall mean this 2007 Employee Stock Purchase Plan.

     

    (l)           "Purchase
      Period" shall mean the approximately three-month period commencing after one
      Exercise Date and ending with the next Exercise Date, except that the first
      Purchase Period of any Offering Period shall commence on the Enrollment Date
      and
      end with the next Exercise Date and except that if a Purchase Period would
      otherwise end before the date of approval of the Plan by the Shareholders of
      the
      Company, then that Purchase Period will be extended to the date five days after
      such Shareholder approval.

     

    (m)           "Purchase
      Price" shall mean 95% of the Fair Market Value of a share of Common Stock on
      the
      Exercise Date.

     

    (n)           "Reserves"
      shall mean the number of shares of Common Stock covered by each option under
      the
      Plan which have not yet been exercised and the number of shares of Common Stock
      which have been authorized for issuance under the Plan but not yet placed under
      option.

     

    (o)           "Trading
      Day" shall mean a day on which national stock exchanges and the Nasdaq System
      are open for trading.

     

    3.           Eligibility.

     

    (a)           Any
      Employee who shall be employed by the Company shall be eligible to participate
      in the Plan.

     

    (b)           Any
      provisions of the Plan to the contrary notwithstanding, no Employee shall be
      granted an option under the Plan (i) to the extent that, immediately after
      the grant, such Employee (or any other person whose stock would be attributed
      to
      such Employee pursuant to Section 424(d) of the Code) would own capital stock
      of
      the Company and/or hold outstanding options to purchase such stock possessing
      five percent (5%) or more of the total combined voting power or value of all
      classes of the capital stock of the Company or of any Subsidiary, or
      (ii) to the extent that his or her rights to purchase stock under all
      employee stock purchase plans of the Company and its subsidiaries accrues at
      a
      rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock
      (determined at the fair market value of the shares at the time such option
      is
      granted) for each calendar year in which such option is outstanding at any
      time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Offering
      Periods.  The Plan shall be implemented by consecutive,
      overlapping Offering Periods with a new Offering Period commencing on the first
      Trading Day on or after the first day of each calendar quarter each year, or
      on
      such other date as the Board shall determine, and continuing thereafter until
      terminated in accordance with Section 20 hereof.  The Board shall
      have the power to change the duration of Offering Periods (including the
      commencement dates thereof) with respect to future offerings without shareholder
      approval if such change is announced at least five (5) days prior to the
      scheduled beginning of the first Offering Period to be affected
      thereafter.

     

    5.           Participation.  An
      eligible Employee may become a participant in the Plan by completing a
      subscription agreement authorizing payroll deductions in the form of
      Exhibit A to this Plan and filing it with the Human Resources Benefits
      Administrator prior to the applicable Enrollment
      Date.  Notwithstanding the foregoing, all eligible Employees shall be
      automatically enrolled as a participant in the Plan in the first Offering
      Period.

     

    6.           Payroll
      Deductions.

     

    (a)           A
      participant may purchase shares of Common Stock under the Plan solely by means
      of payroll deductions:  provided, however, that in the first Offering
      Period, participants may also purchase shares of Common Stock by making a lump
      sum cash payment at the end of the Offering Period.  At the time a
      participant files his or her subscription agreement, he or she shall elect
      to
      have payroll deductions made on each pay day during the Offering Period in
      increments of not less than one percent (1%) or greater than fifteen percent
      (15%) of the Compensation which he or she receives on each pay day during the
      Offering Period.  Payroll deductions for a participant shall commence
      on the first payroll following the Enrollment Date and shall end on the last
      payroll in the Offering Period to which such authorization is applicable, unless
      sooner terminated by the participant as provided in Section 10
      hereof.

     

    (b)           All
      payroll deductions made for a participant shall be credited to his or her
      account under the Plan and shall be withheld in whole percentages
      only.  A participant may not make any additional payments into such
      account.

     

    (c)           A
      participant may discontinue his or her participation in the Plan as provided
      in
      Section 10 hereof, or may increase or decrease the rate of his or her
      payroll deductions during the Offering Period by completing or filing with
      the
      Company's Benefits Administration a new subscription agreement authorizing
      a
      change in payroll deduction rate.  The Board may, in its discretion,
      limit the number of participation rate changes during any Offering
      Period.  The change in rate shall be effective with the first full
      payroll period following five (5) business days after the Company's receipt
      of
      the new subscription agreement unless the Company elects to process a given
      change in participation more quickly.  A participant's subscription
      agreement shall remain in effect for successive Offering Periods unless
      terminated as provided in Section 10 hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)           Notwithstanding
      the foregoing, to the extent necessary to comply with Section 3(b) hereof,
      a participant's payroll deductions may be decreased to zero percent (0%) at
      any
      time during a Purchase Period.  Payroll deductions shall recommence at
      the rate provided in such participant's subscription agreement at the beginning
      of the first Purchase Period which is scheduled to end in the following calendar
      year, unless terminated by the participant as provided in Section 10
      hereof.

     

    (e)           At
      the time the option is exercised, in whole or in part, or at the time some
      or
      all of the Company's Common Stock issued under the Plan is disposed of, the
      participant must make adequate provision for the Company's federal, state,
      or
      other tax withholding obligations, if any, which arise upon the exercise of
      the
      option or the disposition of the Common Stock.  At any time, the
      Company may, but shall not be obligated to, withhold from the participant's
      compensation the amount necessary for the Company to meet applicable withholding
      obligations, including any withholding required to make available to the Company
      any tax deductions or benefits attributable to sale or early disposition of
      Common Stock by the Employee.

     

    7.           Grant
      of Option.  On the Enrollment Date of each Offering Period, each
      eligible Employee participating in such Offering Period shall be granted an
      option to purchase on each Exercise Date during such Offering Period (at the
      applicable Purchase Price) up to a number of shares of the Company's Common
      Stock determined by dividing such Employees payroll deductions accumulated
      prior
      to such Exercise Date and retained in the Participant's account as of the
      Exercise Date by the applicable Purchase Price; provided that in no event shall
      an Employee be permitted to purchase during each Purchase Period shares with
      a
      Fair Market Value greater than $5000 (subject to any adjustment pursuant to
      Section 19), and provided further that such purchase shall be subject to the
      limitations set forth in Sections 3(b), 8(a) and 8(b)
      hereof.  The Board may, for future Offering Periods, increase or
      decrease, in its absolute discretion, the maximum number of shares of the
      Company's Common Stock an Employee may purchase during each Purchase Period
      of
      such Offering Period.  Exercise of the option shall occur as provided
      in Section 8 hereof, unless the participant has withdrawn pursuant to
      Section 10 hereof.  The option shall expire on the last day of
      the Offering Period.

     

    8.           Exercise
      of Option.

     

    (a)           Unless
      a participant withdraws from the Plan as provided in Section 10 hereof, his
      or her option for the purchase of shares shall be exercised automatically on
      the
      Exercise Date, and the maximum number of full shares subject to option shall
      be
      purchased for such participant at the applicable Purchase Price with the
      accumulated payroll deductions in his or her account.  No fractional
      shares shall be purchased; any payroll deductions accumulated in a participant's
      account which are not sufficient to purchase a full share shall be retained
      in
      the participant's account for the subsequent Purchase Period or Offering Period,
      subject to earlier withdrawal by the participant as provided in Section 10
      hereof.  Any other monies leftover in a participant's account after
      the Exercise Date shall be returned to the participant.  During a
      participant's lifetime, a participant's option to purchase shares hereunder
      is
      exercisable only by him or her.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           If
      the Board determines that, on a given Exercise Date, the number of shares with
      respect to which options are to be exercised may exceed (i) the number of
      shares of Common Stock that were available for sale under the Plan on the
      Enrollment Date of the applicable Offering Period, or (ii) the number of
      shares available for sale under the Plan on such Exercise Date, the Board may
      in
      its sole discretion (x) provide that the Company shall make a pro rata
      allocation of the shares of Common Stock available for purchase on such
      Enrollment Date or Exercise Date, as applicable, in as uniform a manner as
      shall
      be practicable and as it shall determine in its sole discretion to be equitable
      among all participants exercising options to purchase Common Stock on such
      Exercise Date, and continue all Offering Periods then in effect, or
      (y) provide that the Company shall make a pro rata allocation of the shares
      available for purchase on such Enrollment Date or Exercise Date, as applicable,
      in as uniform a manner as shall be practicable and as it shall determine in
      its
      sole discretion to be equitable among all participants exercising options to
      purchase Common Stock on such Exercise Date, and terminate any or all Offering
      Periods then in effect pursuant to Section 20 hereof.  The
      Company may make pro rata allocation of the shares available on the Enrollment
      Date of any applicable Offering Period pursuant to the preceding sentence,
      notwithstanding any authorization of additional shares for issuance under the
      Plan by the Company's shareholders subsequent to such Enrollment
      Date.

     

    9.           Confirmation.  As
      promptly as practicable after each Exercise Date on which a purchase of shares
      occurs, the Company shall adjust its records to reflect the purchase of shares
      purchased upon exercise of his or her option and forward confirmation of such
      purchase to each participant.

     

    10.           Withdrawal.

     

    (a)           A
      participant may withdraw all but not less than all the payroll deductions
      credited to his or her account and not yet used to exercise his or her option
      under the Plan at any time by giving written notice to the Company in the form
      of Exhibit B to this Plan.  All of the participant's payroll
      deductions credited to his or her account shall be paid to such participant
      promptly after receipt of notice of withdrawal and such participant's option
      for
      the Offering Period shall be automatically terminated, and no further payroll
      deductions for the purchase of shares shall be made for such Offering
      Period.  If a participant withdraws from an Offering Period, payroll
      deductions shall not resume at the beginning of the succeeding Offering Period
      unless the participant delivers to the Company a new subscription
      agreement.

     

    (b)           A
      participant's withdrawal from an Offering Period shall not have any effect
      upon
      his or her eligibility to participate in any similar plan which may hereafter
      be
      adopted by the Company or in succeeding Offering Periods which commence after
      the termination of the Offering Period from which the participant
      withdraws.

     

    11.           Termination
      of Employment.  Upon a participant's ceasing to be an Employee,
      for any reason, he or she shall be deemed to have elected to withdraw from
      the
      Plan and the payroll deductions credited to such participant's account during
      the Offering Period but not yet used to exercise the option shall be returned
      to
      such participant or, in the case of his or her death, to the person or persons
      entitled thereto under Section 15 hereof, and such participant's option
      shall be automatically terminated.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12.           Interest.  No
      interest shall accrue on the payroll deductions of a participant in the
      Plan.

     

    13.           Stock.

     

    (a)           Subject
      to adjustment upon changes in capitalization of the Company as provided in
      Section 19 hereof, the maximum number of shares of the Company's Common
      Stock which shall be made available for sale under the Plan shall be 200,000
      shares.

     

    (b)           The
      participant shall have no interest or voting right in shares covered by his
      option until such option has been exercised.

     

    (c)           Shares
      to be delivered to a participant under the Plan shall be registered in the
      name
      of the participant or in the name of the participant and his or her
      spouse.

     

    14.           Administration.  The
      Plan shall be administered by the  Compensation Committee of the
      Board.  The Committee shall have full and exclusive discretionary
      authority to construe, interpret and apply the terms of the Plan, to determine
      eligibility and to adjudicate all disputed claim filed under the
      Plan.  Every finding, decision and determination made by the Committee
      shall to the full extent permitted by law, be final and binding upon all
      parties.  In the event for any reason there is no Compensation
      Committee the Plan shall be administered by the Board or such other committee
      of
      the Board as the Board may select.

     

    15.           Designation
      of Beneficiary.

     

    (a)           A
      participant may file a written designation of a beneficiary who is to receive
      any shares and cash, if any, from the participant’s account under the Plan in
      the event of such participant's death subsequent to an Exercise Date on which
      the option is exercised but prior to delivery to such participant of such
      cash.  In addition, a participant may file a written designation of a
      beneficiary who is to receive any cash from the participant's account under
      the
      Plan in the event of such participant's death prior to exercise of the
      option.  If a participant is married and the designated beneficiary is
      not the spouse, spousal consent shall be required for such designation to be
      effective.

     

    (b)           Such
      designation of beneficiary may be changed by the participant at any time by
      written notice.  In the event of the death of a participant and in the
      absence of a beneficiary validly designated under the Plan who is living at
      the
      time of such participant's death, the Company shall deliver such shares and/or
      cash to the executor or administrator of the estate of the participant, or
      if no
      such executor or administrator has been appointed (to the knowledge of the
      Company), the Company, in its discretion, may deliver such shares and/or cash
      to
      the spouse or to any one or more dependents or relatives of the participant
      or
      if no spouse, dependent or relative is known to the Company, then to such other
      person as the Company may designate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    16.           Transferability.  Neither
      payroll deductions credited to a participant's account nor any rights with
      regard to the exercise of an option or to receive shares under the Plan may
      be
      assigned, transferred, pledged or otherwise disposed of in any way (other than
      by will, the laws of descent and distribution or as provided in Section 15
      hereof) by the participant.  Any such attempt at assignment, transfer,
      pledge or other disposition shall be without effect except that the Company
      may
      treat such act as an election to withdraw funds from an Offering Period in
      accordance with Section 10 hereof.

     

    17.           Use
      of Funds.  All payroll deductions received or held by the Company
      under the Plan may be used by the Company for any corporate purpose, and the
      Company shall not be obligated to segregate such payroll
      deductions.

     

    18.           Reports.  Individual
      accounts shall be maintained for each participant in the
      Plan.  Statements of account shall be given to participating Employees
      at least annually, which statements shall set forth the amounts of payroll
      deductions, the Purchase Price, the number of shares purchased and the remaining
      cash balance, if any.

     

    19.           Adjustments
      Upon Changes in Capitalization, Dissolution, Liquidation, Merger of Asset
      Sale.

     

    (a)           Changes
      in Capitalization.  Subject to any required action by the
      shareholders of the Company, the Reserves, the maximum number of shares each
      participant may purchase each Purchase Period pursuant to Section 7, as well
      as
      the price per share and the number of shares of Common Stock covered by each
      option under the Plan which has not yet been exercised shall be proportionately
      adjusted for any increase or decrease in the number of issued shares of Common
      Stock resulting from a stock split, reverse stock split, stock dividend,
      combination or reclassification of the Common Stock, or any other increase
      or
      decrease in the number of shares of Common Stock effected without receipt of
      consideration by the Company, provided, however, that conversion of any
      convertible securities of the Company shall not be deemed to have been "effected
      without receipt of consideration." Such adjustment shall be made by the Board,
      whose determination in that respect shall be final, binding and
      conclusive.  Except as expressly provided herein, no issuance by the
      Company of shares of stock of any class, or securities convertible into shares
      of stock of any class, shall affect, and no adjustment by reason thereof shall
      be made with respect to, the number or price of shares of Common Stock subject
      to an option.

     

    (b)           Dissolution
      or Liquidation.  In the event of the proposed dissolution or
      liquidation of the Company, the Offering Period then in progress shall be
      shortened by setting a new Exercise Date (the "New Exercise Date"), and shall
      terminate immediately prior to the consummation of such proposed dissolution
      or
      liquidation, unless provided otherwise by the Board.  The New Exercise
      Date shall be before the date of the Company's proposed dissolution or
      liquidation.  The Board shall notify each participant in writing, at
      least ten (10) business days prior to the New Exercise Date, that the Exercise
      Date for the participant's option has been changed to the New Exercise Date
      and
      that the participant's option shall be exercised automatically on the New
      Exercise Date, unless prior to such date the participant has withdrawn from
      the
      Offering Period as provided in Section 10 hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           Merger
      or Asset Sale.  In the event of a proposed sale of all or
      substantially all of the assets of the Company, or the merger of the Company
      with or into another corporation, each outstanding option shall be assumed
      or an
      equivalent option substituted by the successor corporation or a Parent or
      Subsidiary of the successor corporation, if possible.  In the event
      that the successor corporation refuses to assume or substitute for the option,
      any Purchase Periods then in progress shall be shortened by setting a new
      Exercise Date (the "New Exercise Date") and any Offering Periods then in
      progress shall end on the New Exercise Date.  The New Exercise Date
      shall be before the date of the Company's proposed sale or
      merger.  The Board shall notify each participant in writing, at least
      ten (10) business days prior to the New Exercise Date, that the Exercise Date
      for the participant's option has been changed to the New Exercise Date and
      that
      the participant's option shall be exercised automatically on the New Exercise
      Date, unless prior to such date the participant has withdrawn from the Offering
      Period as provided in Section 10 hereof.

     

    20.           Amendment
      or Termination.

     

    (a)           The
      Board of Directors of the Company may at any time and for any reason terminate
      or amend the Plan.  Except as provided in Section 19 hereof, no
      such termination can affect options previously granted, provided that an
      Offering Period may be terminated by the Board of Directors on any Exercise
      Date
      if the Board determines that the termination of the Offering Period or the
      Plan
      is in the best interests of the Company and its shareholders.  Except
      as provided in Section 19 and this Section 20 hereof, no amendment may
      make any change in any option theretofore granted which adversely affects the
      rights of any participant.  To the extent necessary to comply with
      Section 423 of the Code (or any successor rule or provision or any other
      applicable law, regulation or stock exchange rule), the Company shall obtain
      shareholder approval in such a manner and to such a degree as
      required.

     

    (b)           Without
      shareholder consent and without regard to whether any participant rights may
      be
      considered to have been "adversely affected," the Board (or its committee)
      shall
      be entitled to change the Offering Periods, limit the frequency and/or number
      of
      changes in the amount withheld during an Offering Period, permit payroll
      withholding in excess of the amount designated by a participant in order to
      adjust for delays or mistakes in the Company's processing of properly completed
      withholding elections, establish reasonable waiting and adjustment periods
      and/or accounting and crediting procedures to ensure that amounts applied toward
      the purchase of Common Stock for each participant properly correspond with
      amounts withheld from the participant's Compensation, and establish such other
      limitations or procedures as the Board (or its committee) determines in its
      sole
      discretion advisable which are consistent with the Plan.

     

    (c)           In
      the event the Board determines that the ongoing operation of the Plan may result
      in unfavorable financial accounting consequences, the Board may, in its
      discretion and, to the extent necessary or desirable, modify or amend the Plan
      to reduce or eliminate such accounting consequence including, but not limited
      to:

     

    (1)           shortening
      any Offering Period so that Offering Period ends on a new Exercise Date,
      including an Offering Period underway at the time of the Board action;
      and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (2)           allocating
      shares.

     

    Such
      modifications or amendments shall not require stockholder approval or the
      consent of any Plan participants.

     

    21.           Notices.  All
      notices or other communications by a participant to the Company under or in
      connection with the Plan shall be deemed to have been duly given when received
      in the form specified by the Company at the location, or by the person,
      designated by the Company for the receipt thereof.

     

    22.           Conditions
      Upon Issuance of Shares.  Shares shall not be issued with respect
      to an option unless the exercise of such option and the issuance and delivery
      of
      such shares pursuant thereto shall comply with all applicable provisions of
      law,
      domestic or foreign, including, without limitation, the Rules and Regulations
      of
      the Federal Deposit Insurance Corporation, The California Department of
      Financial Institutions, the Securities Act of 1933, as amended and the
      Securities Exchange Act of 1934, as amended, if applicable, and the requirements
      of any stock exchange upon which the shares may then be listed.

     

    As
      a
      condition to the exercise of an option, the Company may require the person
      exercising such option to represent and warrant at the time of any such exercise
      that the shares are being purchased only for investment and without any present
      intention to sell or distribute such shares if, in the opinion of counsel for
      the Company, such a representation is required by any of the aforementioned
      applicable provisions of law.

     

    23.           Term
      of Plan.  The Plan shall become effective upon the Effective Date
      and shall continue in effect for a term of ten years unless sooner terminated
      under Section 20 hereof or because the maximum number of shares made
      available under Section 13(a) of the Plan have been issued.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    BANK
      OF
      MARIN BANCORP

     

    2007
      EMPLOYEE STOCK PURCHASE PLAN

     

    SUBSCRIPTION
      AGREEMENT

     

    Original
      Application Enrollment Date:

     

    Change
      in
      Payroll Deduction Rate

     

    Change
      of
      Beneficiary(ies)

     

    1.           I,
      ___________________________________, hereby elect to participate in the Bank
      of
      Marin Bancorp 2007 Employee Stock Purchase Plan (the "Plan") for the Offering
      Period, to _________________________, and subscribe to purchase shares of the
      Company's Common Stock in accordance with this Subscription Agreement and the
      Plan.

     

    2.           I
      hereby authorize payroll deductions from each paycheck in the amount of _____%
      of my Compensation on each payday during the Offering Period in accordance
      with
      the Plan.  I understand that this amount must not be less than 1% and
      not more than 15% of my Compensation during the Offering
      Period.  (Please note that no fractional percentages are
      permitted.)

     

    3.           I
      understand that said payroll deductions shall be accumulated for the purchase
      of
      shares of Common Stock at the applicable Purchase Price determined in accordance
      with the Plan.  I understand that if I do not withdraw from an
      Offering Period, any accumulated payroll deductions will be used to
      automatically exercise my option.

     

    4.           I
      understand that I may discontinue at any time prior to the Purchase Date my
      participation in the Plan as provided in Section 10 of the
      Plan.  I also understand that I can increase or decrease the rate of
      my payroll deductions on one occasion only with respect to any increase and
      one
      occasion only with respect to any decrease during any Purchase Period by
      completing and filing a new Subscription Agreement with such increase or
      decrease taking effect as of the beginning of the calendar month following
      the
      date of filing of the new Subscription Agreement, if filed at least ten (10)
      business days prior to the beginning of such month.  Further, I may
      change the rate of my payroll deductions for future Offering Periods by filing
      a
      new Subscription Agreement, and any such change will be effective as of the
      beginning of the next Offering Period.  In addition, I acknowledge
      that, unless I discontinue my participation in the Plan as provided in Section
      10 of the Plan, my election will continue to be effective for each successive
      Offering Period.

     

    5.           I
      have received a copy of the complete "Bank of Marin Bancorp 2007 Employee Stock
      Purchase Plan" and a copy of the prospectus related to the Plan. I understand
      that my participation in the Plan is in all respects subject to the terms of
      the
      Plan.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    6.           Shares
      purchased for me under the Plan should be reflected as owned in the name(s)
      of
      (Employee or Employee and Spouse
      only):  _______________________________.

     

    7.           I
      understand that if I dispose of any shares received by me pursuant to the Plan
      within two years after the Enrollment Date (the first day of the Offering Period
      during which I purchased such shares) or one year after the Exercise Date,
      I
      will be treated for federal income tax purposes as having received ordinary
      income at the time of such disposition in an amount equal to the excess of
      the
      fair market value of the shares at the time such shares were purchased by me
      over the price which I paid for the shares.  I agree to notify the
      Company in writing within 30 days after the date of any disposition of my
      shares and I will make adequate provision for Federal, state or other tax
      withholding obligations, if any, which arise upon the disposition of the Common
      Stock.  The Company may, but will not be obligated to, withhold from
      my compensation the amount necessary to meet any applicable withholding
      obligation including any withholding necessary to make available to the Company
      any tax deductions or benefits attributable to sale or early disposition of
      Common Stock by me.  If I dispose of such shares at any time after the
      expiration of the 2-year and 1-year holding periods, I understand that I will
      be
      treated for federal income tax purposes as having received income only at the
      time of such disposition, and that such income will be taxed as ordinary income
      only to the extent of an amount equal to the lesser of (1) the excess of
      the fair market value of the shares at the time of such disposition over the
      purchase price which I paid for the shares, or (2) 15% of the fair market
      value of the shares on the first day of the Offering Period.  The
      remainder of the gain, if any, recognized on such disposition will be taxed
      as
      capital gain.

     

    8.           I
      hereby agree to be bound by the terms of the Plan.  The effectiveness
      of this Subscription Agreement is dependent upon my eligibility to participate
      in the Plan.

     

    9.           In
      the event of my death, I hereby designate the following as my beneficiary(ies)
      to receive all payments and shares due me under the Plan:

     

    
      	
              NAME:  (Please
                print)

            	 	 
	 	 	 
	
              (First)

            	
              (Middle)

            	
              (Last)

            
	 	 	 
	
              Relationship

            	 	 
	 	 	 
	
              (Address)

            	 	 


    

    


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    I
      UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
      SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

     

    Dated:

     

    Signature
      of Employee:

     

    Spouse's
      Signature (If beneficiary other than spouse):

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    BANK
      OF
      MARIN BANCORP

     

    2007
      EMPLOYEE STOCK PURCHASE PLAN

     

    NOTICE
      OF
      WITHDRAWAL

     

    I,
      ______________________________, hereby elect to withdraw my participation in
      the
      Bank of Marin Bancorp 2007 Employee Stock Purchase Plan for the Offering Period
      that began on _______________, 20___.  This withdrawal covers all
      payroll deductions credited to my account and is effective on the date
      designated below.

     

    I
      understand that all payroll deductions credited to my account will be paid
      to me
      as promptly as practicable and that my option for the current Offering Period
      will automatically terminate.  I further understand that no further
      payroll deductions will be made for the purchase of shares in the current
      Offering Period and I shall be eligible to participate in succeeding Offering
      Periods only by delivering to the Company a new Subscription
      Agreement.

     

    
      	
              Name
                and Address of Participant:

            	 
	 	 
	
              Signature:

            	 
	 	 
	
              Date:

            	 


    

     

     

    A-4