exv10w2






Exhibit 10.2




FIRST AMENDMENT

TO

THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     This First Amendment (the “First Amendment”) to the Amended and Restated Employment Agreement
is made and entered into as of December 4, 2008, by and between Sterling Financial Corporation, a
Washington corporation (“Sterling”), and                      (the “Executive”). This First Amendment shall
be effective upon the closing of the investment by the United States Department of the Treasury
(the “Treasury”) in Sterling pursuant to the Capital Purchase Program provided under the Troubled
Asset Relief Program (“TARP”) as promulgated by the Treasury under the authority of the Emergency
Economic Stabilization Act. Capitalized terms used herein that are not otherwise defined shall
have the meaning attributed to such terms in the Amended and Restated Employment Agreement, dated
as of                     , by and between Sterling and Executive (the “Employment Agreement”).



WITNESSETH




     WHEREAS, on or about                     , Sterling and Executive entered into the Employment Agreement
setting forth the terms and conditions of Executive’s employment with Sterling.



     WHEREAS, Sterling, as a qualifying financial institution, seeks to participate in the TARP
Capital Purchase Program.



     WHEREAS, as a condition of participation in the TARP Capital Purchase Program, the Executive
must agree to amend and modify the Employment Agreement to conform to the regulations and
requirements set forth by the Treasury.



     WHEREAS, Executive acknowledges and agrees that Sterling’s participation in the TARP Capital
Purchase Program will benefit Executive’s employment with Sterling.



     NOW, THEREFORE, in consideration for the mutual promises and covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sterling and Executive hereby agree that the Employment Agreement is amended and
modified as follows:



     1. Compliance with TARP.



     The Employment Agreement is hereby amended to add the following new Section ___:



     ___. Compliance with TARP. Notwithstanding anything to the contrary contained in this
Agreement and as a condition to the closing of the investment by the United States Department of
the Treasury (the “Treasury”) in Sterling and to the extent necessary to be in compliance with the
Capital Purchase Program provided under the Troubled Asset Relief



 









 







Program (“TARP”) following the
closing of the sale of preferred stock by Sterling to the Treasury and for so long as the Treasury
holds any equity or debt securities of Sterling (such period, the “TARP Period”), Sterling and
Executive agree to be bound by the executive compensation and corporate governance requirements of
Section 111 of the Emergency Economic Stabilization Act (“EESA”) and any guidance or regulations
issued by the Secretary of the Treasury on or prior to the date of this investment to carry out the
provisions of such subsection. Specifically, and without limiting the foregoing, Executive and
Sterling hereby agree that, during the TARP Period:



          (A) If Executive becomes entitled to the payments and equity acceleration described in Section
___, as applicable (collectively, the “Severance Payments”), and if any of the Severance Payments
constitute a “parachute payment” under Section 280G, Executive shall receive a sum equal to 2.99
times Executive’s “base amount,” within the meaning of §280G(b)(3) of the Code, as the sole benefit
payable under Section ___, as
applicable. Any reduction in payments pursuant to this paragraph shall be taken first from
cash payments to the Executive and second from equity awards before other benefits are reduced.




          (B) Sterling shall be entitled to the return of, and Executive agrees to return, any bonus or
incentive compensation paid to the Executive that is based on statements of earnings, gains, or
other criteria that are later proven to be materially inaccurate.




          (C) None of the incentives under this Agreement provide the Executive with any incentives to
take unnecessary and excessive risks that threaten the value of Sterling.




     2. No Implied Modification. Except as specifically provided in this First Amendment,
the terms of the Employment Agreement shall not be considered as modified, released, altered or
affected, and shall remain in full force and effect unless specifically canceled or amended by an
instrument in writing signed by Sterling and Executive.



     3. Counterparts. This First Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original, and all of which together shall be deemed one and
the same instrument.



[SIGNATURE PAGE FOLLOWS]




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     This First Amendment has been executed and delivered by Sterling and Executive as of the date
first set forth above.



	 	 	 	 	 
	 	STERLING FINANCIAL CORPORATION

 	 
	 	BY:  	 	 
	 	 	ROBERT B. LARRABEE 	 



	 	 	 	 	 
	ATTEST:



STERLING FINANCIAL CORPORATION

 	 
	BY:  	 	 



					
	 	  	 	 
	 	 	, Executive           	 
	 	 	 	 
	 



[SIGNATURE PAGE TO FIRST AMENDMENT TO THE

AMENDED AND RESTATED EMPLOYMENT AGREEMENT]





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