1 EXHIBIT 1.1 ___________ Shares of Common Stock (No Par Value Per Share) WASHINGTON BANKING COMPANY (a Washington corporation) UNDERWRITING AGREEMENT RYAN, BECK & CO., INC. 220 South Orange Avenue Livingston, New Jersey 07039 Ladies and Gentlemen:...Underwriting Agreement • June 3rd, 1998 • Washington Banking Co • State commercial banks • New Jersey
DIRECTOR: WBC:Director Stock Option Agreement • April 10th, 1998 • Washington Banking Co
5,000,000 Shares Washington Banking Company Common Stock (No Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 25th, 2009 • Washington Banking Co • State commercial banks • New York
Washington Banking Company, a Washington corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 5,000,000 shares (the “Firm Securities”) of the Issuer’s Common Stock, no par value (the “Common Stock”). The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also proposes to sell at the Underwriters’ option an aggregate of up to 750,000 additional shares (the “Option Securities”) of the Issuer’s Common Stock as set forth below.
EMPLOYEE: BANK:Incentive Stock Option Agreement • April 10th, 1998 • Washington Banking Co
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2005 • Washington Banking Co • State commercial banks • Washington
THIS AGREEMENT (the “Agreement”) is made and entered into this 6th day of May, 2005 (the “Effective Date”), by and between the WASHINGTON BANKING COMPANY and WHIDBEY ISLAND BANK (together, “the Employer”) with its principal office in Oak Harbor, Washington, and MICHAL CANN (the “Executive”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF NORTH COUNTY BANK, ARLINGTON, WASHINGTON FEDERAL DEPOSIT INSURANCE CORPORATION and WHIDBEY ISLAND BANK DATED AS OF SEPTEMBER 24, 2010Purchase and Assumption Agreement • September 28th, 2010 • Washington Banking Co • State commercial banks
THIS AGREEMENT, made and entered into as of the 24th day of September, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of NORTH COUNTY BANK, ARLINGTON, WASHINGTON (the "Receiver"), WHIDBEY ISLAND BANK, organized under the laws of the state of Washington, and having its principal place of business in COUPEVILLE, 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").
1 STOCK BUY AND SELL AGREEMENT THIS AGREEMENT is entered into and executed by and between each of the undersigned Shareholders of Whidbey Island Bank, a Washington banking corporation (the "Bank"). The parties to this Agreement are individually and...Stock Buy and Sell Agreement • April 10th, 1998 • Washington Banking Co • Washington
EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2012 • Washington Banking Co • State commercial banks • Washington
THIS AGREEMENT (the “Agreement”) is made and entered into this 31st day of December, 2011 (the “Effective Date”), by and between the WASHINGTON BANKING COMPANY and WHIDBEY ISLAND BANK (together, “the Employer”) with its principal office in Oak Harbor, Washington, and ________________ (the “Executive”).
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • November 7th, 2008 • Washington Banking Co • State commercial banks • Washington
THIS SEVERANCE AGREEMENT AND GENERAL RELEASE (“Agreement”) is entered into between Michal Cann (subsequently referred to as “Mr. Cann”) and Washington Banking Company, Inc., Whidbey Island Bank and all of its subsidiaries or affiliates (collectively, “WBC” or “Employer”). Both parties to this Agreement wish to clearly set forth the terms and conditions of Mr. Cann’s separation from employment with WBC and resolve all issues related to the employment agreement between Mr. Cann and WBC dated May 6, 2005 (“Employment Agreement”).
WASHINGTON BANKING COMPANYRestricted Stock Unit Agreement • March 16th, 2011 • Washington Banking Co • State commercial banks
THIS AGREEMENT is entered into by and between Washington Banking Company (the “Company”) and John L. Wagner (“Executive”). The Company and Executive agree as follows:
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2011 • Washington Banking Co • State commercial banks
WASHINGTON BANKING COMPANY dba WHIDBEY ISLAND BANK (“Employer”) and (“Executive”) hereby amend the Executive Employment Agreement between Employer and Executive dated (“Agreement”) effective immediately:
EXECUTIVE CHANGE IN CONTROL AGREEMENTExecutive Change in Control Agreement • November 9th, 2010 • Washington Banking Co • State commercial banks • Washington
Washington Banking Company and Whidbey Island Bank (collectively “the Company” or “Employer”) and Bryan McDonald (“Employee”) enter into this Agreement to provide certain benefits to Employee in the event that Employee’s employment is terminated as a result of a Change in Control, as defined below.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 27th, 2013 • Washington Banking Co • State commercial banks
Washington Banking Company dba Whidbey Island Bank (“Employer”) and _____________ (“Executive”) agree to the following amendments to the Employment Agreement between Employer and Executive dated ________ (“the Agreement”) in order to clarify the provision of health insurance continuation benefits for Executive in the event his/her employment with Employer or its successor ends as a result of a Change of Control (as defined in the Agreement).
AGREEMENT AND PLAN OF MERGER Between FRONTIER FINANCIAL CORPORATION and FRONTIER BANK and WASHINGTON BANKING COMPANY and WHIDBEY ISLAND BANK Dated as of September 26, 2007Merger Agreement • November 8th, 2007 • Washington Banking Co • State commercial banks • Washington
This AGREEMENT AND PLAN OF MERGER, dated as of the 26th day of September, 2007 (this “Agreement”), is by and among FRONTIER FINANCIAL CORPORATION (“Frontier”), FRONTIER BANK (“Frontier Bank”), WASHINGTON BANKING COMPANY (“WBC”) and WHIDBEY ISLAND BANK (“Whidbey Island Bank”).
PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • April 21st, 2010 • Washington Banking Co • State commercial banks
THIS AGREEMENT, made and entered into as of the 16th day of April, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of CITY BANK, LYNNWOOD, WASHINGTON (the "Receiver"), WHIDBEY ISLAND BANK, organized under the laws of the state of Washington, and having its principal place of business in Coupeville, 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").
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2005 • Washington Banking Co • State commercial banks • Washington
THIS AGREEMENT (the “Agreement”) is made and entered into this 28th day of September, 2005, by and between the WASHINGTON BANKING COMPANY and WHIDBEY ISLAND BANK (together, “the Employer”) with its principal office in Oak Harbor, Washington, and JOSEPH W. NIEMER (the “Executive”).
WHIDBEY ISLAND BANK SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • March 16th, 2011 • Washington Banking Co • State commercial banks • Washington
THIS AGREEMENT is made by and between Whidbey Island Bank, a Washington state bank (the “Bank”), or any other successor, transferee, or assignees, and John L. Wagner (the “Executive”).
WASHINGTON BANKING COMPANY SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • March 16th, 2011 • Washington Banking Co • State commercial banks • Washington
THIS AGREEMENT is made by and between Washington Banking Company, a Washington corporation the (“Holding Company”) and registered bank holding company with respect to Whidbey Island Bank, a Washington state bank (the “Bank”), or any other successor, transferee, or assignees, and John L. Wagner (the “Executive”).
1 CONFIDENTIAL EXECUTIVE SEVERANCE AGREEMENT This Agreement is made and entered into by and between WHIDBEY ISLAND BANK, a Washington banking corporation (hereinafter called the "Bank") and __________ ___________ (hereinafter called the "Executive")....Severance Agreement • April 10th, 1998 • Washington Banking Co
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 17th, 2014 • Washington Banking Co • State commercial banks
Washington Banking Company dba Whidbey Island Bank (“Employer”) and George Bowen (“Executive”) agree to the following amendments to the Employment Agreement between Employer and Executive dated December 31, 2011 (“the Agreement”) in order to clarify the provision of health insurance continuation benefits for Executive in the event his/her employment with Employer or its successor ends as a result of a Change of Control (as defined in the Agreement).
