Equity Compensation (a) Employee shall be eligible to receive an equity award (an “Annual Equity Award”) in respect of each calendar year commencing during the Term. Fifty percent (50%) of the size of the Annual Equity Award shall be based on the attainment of certain annual performance metrics and fifty percent (50%) of the size of the Annual Equity Award shall be based on continued service and/or other criteria, which shall be determined in the sole discretion of the Governing Body (or the Board or a committee thereof if required with respect to actions taken to comply with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the Board or a committee thereof for these purposes, the “16b-3 Committee”)). Subject to approval by the Governing Body or the 16b-3 Committee, as applicable, the Annual Equity Award for each fiscal year is expected to (i) represent an aggregate value ranging from seventy-five percent (75%) to one-hundred and fifty percent (150%) of the sum of Employee’s (A) Base Salary and (B) Target Bonus for the fiscal year in which the Annual Equity Award is granted (such value calculated by the Governing Body or the 16b-3 Committee, as applicable, in its good faith discretion) and (ii) consist of fifty percent (50%) grants in the form of options (or similar awards) vesting based on continued service over a three-year period following grant, and fifty percent (50%) grants in the form of restricted stock units (or similar awards) vesting based on continued service and/or attainment of performance goals or metrics, and in each case will be issued pursuant to award agreements on EGH’s applicable forms at the time of grant (the “Annual Equity Award Agreements”). Notwithstanding the foregoing, the terms and conditions of each of Employee’s Annual Equity Award (including the nature and vesting conditions thereof) shall be determined in the sole discretion of the Governing Body or the 16b-3 Committee, as applicable, subject to the terms of their applicable charters (if any), and the value of the Annual Equity Award may exceed (or be less than) the expected amount for such fiscal year as described above. (b) Employee will be entitled to receive a one-time equity award (the “IPO Equity Award”), subject to approval by the Governing Body or 16b-3 Committee, as applicable, and Employee’s continued employment through the date of grant. The IPO Equity Award shall be comprised of restricted stock, restricted stock units or similar awards of EGH and options or similar awards of EGH, and shall cover a number of shares of EGH equal to $7,500,000 divided by the price at pricing of the initial public offering of EGH. One-third of the IPO Equity Award shall be fully vested on the date of grant (or, if later, the effective date of the initial public offering of EGH) and the remaining IPO Equity Award will vest in two equal installments on each of the one-year and two-year anniversaries of the date of grant, subject to Employee’s continued employment through the vesting date, and will be issued pursuant to award agreements in EGH’s applicable forms at the time of grant (the “IPO Equity Award Agreements”).
Profit Sharing Plan Under the Northrim BanCorp, Inc. Profit Sharing Plan (the “Plan”), Executive shall be eligible to receive an annual profit share based on performance as defined by the Board of Directors. Executive will be classified in the Executive tier under the Plan’s Responsibility Factors. If Employer is required to prepare an accounting restatement due to “material noncompliance of the Employer,” the Employer will recover from the Executive any incentive compensation during the three (3) years prior to the date of the restatement, in excess of what would have been paid under the restatement. Executive’s signature on this Agreement authorizes Employer to offset or deduct from any compensation Employer may owe Executive, any excess payments (in whole or in part) that Executive may owe Employer due to such restatement(s).