Heritage Financial Corp /Wa/ Sample Contracts

HERITAGE FINANCIAL CORPORATION (a Washington corporation) 3,850,000 Shares of Common Stock (No Par Value Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • December 10th, 2010 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • New York
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EXHIBIT 10.4 SEVERANCE AGREEMENT BETWEEN HERITAGE SAVINGS BANK AND BRIAN VANCE
Severance Agreement • October 29th, 1997 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
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EMPLOYMENT AGREEMENT BY AND AMONG HERITAGE FINANCIAL CORPORATION, HERITAGE BANK AND BRIAN L. VANCE
Employment Agreement • March 20th, 2002 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
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EMPLOYMENT AGREEMENT BY AND AMONG HERITAGE FINANCIAL CORPORATION, HERITAGE SAVINGS BANK AND DONALD V. RHODES
Employment Agreement • October 29th, 1997 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
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AGREEMENT AND PLAN OF MERGER BETWEEN
Merger Agreement • October 8th, 1998 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
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Contract
Employment Agreement • October 23rd, 2024 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
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HERITAGE FINANCIAL CORPORATION
Restricted Stock Award Agreement • February 1st, 2017 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington

The Participant specified below has been granted a restricted stock award (the “Award”) by HERITAGE FINANCIAL CORPORATION, a Washington corporation (the “Company”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Award Agreement (“Award Agreement”).

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HERITAGE FINANCIAL CORPORATION
Restricted Stock Unit Award Agreement • May 8th, 2023 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington

The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by Heritage Financial Corporation, a Washington corporation (the “Company”), under the Heritage Financial Corporation 2023 Omnibus Equity Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).

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HERITAGE FINANCIAL CORPORATION
Nonqualified Stock Option Award Agreement • February 1st, 2017 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington

The Participant specified below has been granted a nonqualified stock option (the “Option”) by HERITAGE FINANCIAL CORPORATION, a Washington corporation (the “Company”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “Plan”). The Option shall be subject to the terms of the Plan and the terms set forth in this Nonqualified Stock Option Award Agreement (“Award Agreement”).

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HERITAGE FINANCIAL CORPORATION
Incentive Stock Option Award Agreement • February 1st, 2017 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington

The Participant specified below has been granted an incentive stock option (the “Option”) by HERITAGE FINANCIAL CORPORATION, a Washington corporation (the “Company”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “Plan”). The Option shall be subject to the terms of the Plan and the terms set forth in this Incentive Stock Option Award Agreement (“Award Agreement”).

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HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUM
Participation Agreement Addendum • December 22nd, 2016 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

This Participation Agreement Addendum (“Addendum”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and JEFFREY J. DEUEL, an employee of the Company (the “Participant,” and together with the Company, the “Parties”).

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SEVERANCE AGREEMENT
Severance Agreement • November 2nd, 2007 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

THIS SEVERANCE AGREEMENT (“Agreement”) is made and entered into effective this 1st day of August, 2007, by and between Heritage Bank, (the “Bank”) and Donald Hinson (“Executive”). The Bank is the wholly-owned subsidiary of Heritage Financial Corporation (the “Company”).

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HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUM
Participation Agreement Addendum • November 6th, 2019 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

This Participation Agreement Addendum (“Addendum”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and BRYAN MCDONALD, an employee of the Company (the “Participant,” and together with the Company, the “Parties”).

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Contract
Transitional Employment Agreement • July 1st, 2024 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
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DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT FOR JEFFREY J. DEUEL
Deferred Compensation Plan Participation Agreement • September 7th, 2012 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

This Participation Agreement (“Participation Agreement”) is entered into as of July 1, 2012 (the “Award Date”) by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and JEFFREY J. DEUEL, an employee of the Company (the “Participant”). Except for terms defined herein, any capitalized term in this Participation Agreement has the meaning ascribed to that term under the Heritage Financial Corporation Deferred Compensation Plan (the “Plan”).

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COMPENSATION MODIFICATION AGREEMENT
Compensation Modification Agreement • October 2nd, 2009 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington

THIS COMPENSATION MODIFICATION AGREEMENT (“Agreement”), is made this 29th day of September 2009, by and between Heritage Financial Corporation and Heritage Bank and Central Valley Bank its wholly owned subsidiaries (together, the “Corporation”), and , an officer of the Corporation (“Executive”).

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FORM OF EMPLOYMENT AGREEMENT BY AND BETWEEN HERITAGE FINANCIAL CORPORATION AND HERITAGE BANK AND BRIAN L. VANCE
Employment Agreement • December 3rd, 2010 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 3rd day of December, 2010, by and between Heritage Financial Corporation (the “Company”) and its wholly owned subsidiary Heritage Bank (the “Bank”), and Brian L. Vance (the “Employee”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF PIERCE COMMERCIAL BANK FEDERAL DEPOSIT INSURANCE CORPORATION and HERITAGE BANK DATED AS OF NOVEMBER 5, 2010
Purchase and Assumption Agreement • November 12th, 2010 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

THIS AGREEMENT, made and entered into as of the 5th day of November, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of PIERCE COMMERCIAL BANK, TACOMA, WASHINGTON (the “Receiver”), HERITAGE BANK, organized under the laws of the State of Washington, and having its principal place of business in Olympia, Washington (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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Change in Control Agreement by and between Heritage Bank and David A. Spurling HERITAGE BANK CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 6th, 2013 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington

THIS CHANGE IN CONTROL AGREEMENT is made and entered into as of [November 20, 2012], by and between HERITAGE BANK and DAVID SPURLING. As used in this Agreement, capitalized terms have the meanings set forth in Section 19.

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EXHIBIT 1.1 HERITAGE FINANCIAL CORPORATION HERITAGE SAVINGS BANK COMMON STOCK (NO PAR VALUE) AGENCY AGREEMENT Ryan, Beck & Co., Inc. 220 S. Orange Ave. Livingston, NJ 07039 Gentlemen: Heritage Savings Bank (the "Savings Bank") and its proposed stock...
Agency Agreement • October 29th, 1997 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • New Jersey
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Heritage Financial Corporation Addendum to Employment Agreement
Employment Agreement • July 6th, 2021 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

This Addendum to Employment Agreement is made and entered into and effective as of July 1, 2021 (the “Addendum Date”), by and between Heritage Financial Corporation (the ‘Company”) and Bryan McDonald (“Executive,” and together with Executive, the “Parties”).

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FORM OF VOTING AND SUPPORT AGREEMENT October 23, 2013
Voting and Support Agreement • October 25th, 2013 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

Heritage Financial Corporation (“Heritage”) and Washington Banking Company (“Washington Banking”) have entered into an Agreement and Plan of Merger dated as of October 23, 2013 (the “Merger Agreement”) pursuant to which, among other things, and subject to the terms and conditions set forth therein, (a) Washington Banking will be merged with and into Heritage (the “Merger”); and (b) the shareholders of Washington Banking upon effectiveness of the Merger will become entitled to receive the consideration specified in the Merger Agreement.

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CONSULTING AGREEMENT
Consulting Agreement • December 20th, 2013 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of October 23, 2013 (the “Agreement Date”), by and between HERITAGE FINANCIAL CORPORATION (“HFWA”) and JOHN L. WAGNER (“Mr. Wagner,” and together with HFWA, the “Parties”).

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Law Offices
Agreement and Plan of Merger • October 19th, 2017 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

We have acted as special tax counsel for Heritage Financial Corporation, a Washington corporation ("Heritage") in connection with the preparation and filing on [•], with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") of the Registration Statement on Form S-4 (as such may thereafter be amended or supplemented) (the "Registration Statement"). The Registration Statement relates to a plan of reorganization involving the merger of Puget Sound Bancorp, a Washington Corporation ("Puget Sound"), with and into Heritage, with Heritage being the surviving corporation (the "Merger") and the resulting exchange by Puget Sound shareholders of Puget Sound Common Stock for Heritage Common Stock pursuant to the terms of the Agreement and Plan of Merger by and between Heritage and Puget Sound dated July 26, 2017 (the "Merger Agreement"), as further set forth in the proxy statement/prospectus contained in the Registration State

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HERITAGE FINANCIAL CORPORATION TRANSITIONAL EMPLOYMENT AND RETIREMENT AGREEMENT
Transitional Employment and Retirement Agreement • April 9th, 2013 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington

This TRANSITIONAL EMPLOYMENT AND RETIREMENT AGREEMENT is made and entered into as of April 8, 2013, by and between HERITAGE FINANCIAL CORPORATION and D. MICHAEL BROADHEAD. As used in this Agreement, capitalized terms have the meanings set forth in Section 21.

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • May 6th, 2014 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of May 1, 2014 is by and among U.S. Bank National Association, as successor to Bank of America, N.A. (formerly known as LaSalle Bank National Association) (herein, together with its successors in interest, the “Trustee”), Heritage Financial Corporation, a Washington corporation (the “Successor Company”), and Washington Banking Company, a Washington corporation (the “Company”) and the “Company” under the Indenture.

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HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT
Participation Agreement • June 30th, 2020 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

This Participation Agreement (“Participation Agreement”) is entered into as of June 25, 2020, effective as of July 1, 2020 (the “Award Date”), by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and TONY CHALFANT, an employee of the Company (the “Participant”). Except for terms defined herein, any capitalized term in this Participation Agreement has the meaning ascribed to that term under the Heritage Financial Corporation Deferred Compensation Plan, as amended (the “Plan”).

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HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT
Deferred Compensation Plan Participation Agreement • November 6th, 2019 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

This Participation Agreement (“Participation Agreement”) is entered into as of November 4, 2019 (the “Award Date”) by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and CINDY HUNTLEY, an employee of the Company (the “Participant”). Except for terms defined herein, any capitalized term in this Participation Agreement has the meaning ascribed to that term under the Heritage Financial Corporation Deferred Compensation Plan, as amended (the “Plan”).

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AMONG
Plan of Stock Purchase and Agreement to Merge • May 15th, 1998 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington
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HERITAGE BANK EMPLOYMENT AGREEMENT
Employment Agreement • December 20th, 2013 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington

This EMPLOYMENT AGREEMENT is made and entered into as of October 23, 2013, by and between HERITAGE BANK and BRYAN MCDONALD. As used in this Agreement, capitalized terms have the meanings set forth in Exhibit B.

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HERITAGE FINANCIAL CORPORATION
Performance-Based Restricted Stock Unit Award Agreement • May 8th, 2023 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington

The Participant specified below is hereby granted a performance-based restricted stock unit award (the “Award”) by Heritage Financial Corporation, a Washington corporation (the “Company”), under the Heritage Financial Corporation 2023 Omnibus Equity Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).

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HERITAGE FINANCIAL CORPORATION
Performance-Based Restricted Stock Unit Award Agreement • February 1st, 2017 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered • Washington

The Participant specified below has been granted a performance-based restricted stock unit award (the “Award”) by HERITAGE FINANCIAL CORPORATION, a Washington corporation (the “Company”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“Award Agreement”).

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PURCHASE AND ASSUMPTION AGREEMENT MODIFIED WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF THE COWLITZ BANK, LONGVIEW, WASHINGTON FEDERAL DEPOSIT INSURANCE CORPORATION and HERITAGE BANK DATED AS OF JULY 30, 2010
Purchase and Assumption Agreement • August 5th, 2010 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered
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HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT
Deferred Compensation Plan Participation Agreement • March 11th, 2015 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

This Participation Agreement (“Participation Agreement”) is effective as of January 1, 2015 (the “Award Date”) by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and Bryan D. McDonald, an employee of the Company (the “Participant”). Except for terms defined herein, any capitalized term in this Participation Agreement has the meaning ascribed to that term under the Heritage Financial Corporation Deferred Compensation Plan, as amended (the “Plan”).

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Law Offices
Agreement and Plan of Merger • April 18th, 2018 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

We have acted as special tax counsel for Heritage Financial Corporation, a Washington corporation ("Heritage") in connection with the preparation and filing on even date herewith, with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of the Registration Statement on Form S-4 (as such may thereafter be amended or supplemented) (the "Registration Statement"). The Registration Statement relates to a plan of reorganization involving the merger of Premier Commercial Bancorp, an Oregon corporation ("Premier Commercial"), with and into Heritage, with Heritage being the surviving corporation (the "Merger") and the resulting exchange by Premier Commercial shareholders of Premier Commercial Common Stock for Heritage Common Stock pursuant to the terms of the Agreement and Plan of Merger by and between Heritage and Premier Commercial dated March 8, 2018 (the "Merger Agreement"), as further set forth in the proxy statemen

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