STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") dated effective May ____, 1999, by and between UMPQUA HOLDINGS CORPORATION, an Oregon corporation ("Umpqua"); JAN JANSEN, DOUGLAS STRAND, JOHN YORK, PETER WILLIAMS AND ROBERT...Stock Purchase Agreement • March 31st, 2000 • Umpqua Holdings Corp • Blank checks • Oregon
EXECUTIVE EMPLOYMENT AND COMPENSATION AGREEMENT Date: Effective as of March 31, 1999 Parties: South Umpqua Bank, a bank chartered under the laws of the State of Oregon, its subsidiaries and affiliates (the "Company") and Daniel A. Sullivan (the...Executive Employment Agreement • March 31st, 2000 • Umpqua Holdings Corp • Blank checks
UMPQUA HOLDINGS CORPORATION 7,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 5th, 2010 • Umpqua Holdings Corp • Savings institution, federally chartered • New York
Umpqua Holdings Corporation, an Oregon corporation (the “Company”), proposes to issue and sell to the Underwriter listed in Schedule 1 hereto (the “Underwriter”) an aggregate of 7,500,000 shares of common stock, no par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriter, up to an additional 1,125,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Company is concurrently offering 16,500,000 Depositary Shares representing 1/100th shares of its Series B Common Stock Equivalent Preferred Stock (the “Concurrent Offering”).
EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ This Executive Employment Agreement (the "Agreement") is dated effective as of the filing, with the Secretary of State of Oregon, of the Plan of Merger by and between Umpqua...Executive Employment Agreement • March 30th, 2001 • Umpqua Holdings Corp • Blank checks • Oregon
LEASE AGREEMENT THIS LEASE AGREEMENT, made in duplicate originals at Roseburg, Oregon, on this 5th day of November 1998, by and between G & I INVESTMENTS, an Oregon Partnership, hereinafter designated as "LANDLORD", and SOUTH UMPQUA BANK, hereinafter...Lease Agreement • March 31st, 2000 • Umpqua Holdings Corp • Blank checks
EXHIBIT 10.6 BENJAMIN FRANKLIN PLAZA PORTLAND, OREGON OFFICE LEASE AGREEMENTOffice Lease Agreement • March 31st, 2005 • Umpqua Holdings Corp • Savings institution, federally chartered
UMPQUA HOLDINGS CORPORATION 31,190,716 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 7th, 2014 • Umpqua Holdings Corp • Savings institution, federally chartered • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Umpqua Holdings Corporation, an Oregon corporation (the “Company”) and Barclays Capital Derivatives Funding LLC (the “Share Borrower”), confirm their agreement with you and each of the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), with respect to (i) the sale by the Selling Stockholders and the purchase by the Underwriters of an aggregate of 28,300,720 shares (the “Selling Stockholder Shares”) of common stock, no par value per share, of the Company (the “Common Stock”) and (ii) the sale by the Share Borrower and the purchase by the Underwriters of an aggregate of 2,889,996 shares (the “Borrowed Shares”) of Common Stock borrowed by the Share Borrower from third-party lenders in connection with the Warrant Purchase Agreements. The shares of Common Stock to be outstanding following the sale of the Shares are referred to
GROUND LEASE Date: February 12, 1999 Lessor: RICHARD WHITT and BARBARA WHITT, ("Lessor") husband and wife, and KEITH FLICKER Lessee: SOUTH UMPQUA BANK ("Lessee") a ____________________________ Lessor leases to Lessee, and Lessee leases from Lessor,...Ground Lease • March 31st, 2000 • Umpqua Holdings Corp • Blank checks • Oregon
EXHIBIT 10.2Executive Deferred Compensation Agreement • August 9th, 2005 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
Supplemental Executive Retirement Plan for Raymond P. DavisSupplemental Executive Retirement Plan • March 14th, 2006 • Umpqua Holdings Corp • Savings institution, federally chartered
EXHIBIT 10.1 NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 9th, 2006 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
EXHIBIT 2 SOUTH UMPQUA BANK/ UMPQUA HOLDINGS CORPORATION PLAN OF EXCHANGE This Plan of Exchange (the "Plan") is entered into by and between South Umpqua Bank (the "Bank") and Umpqua Holdings Corporation (the "Company") as of November 9, 1998, for the...Plan of Exchange • March 19th, 1999 • Umpqua Holdings Corp • Oregon
THE AGREEMENTMerchant Asset Purchase Agreement • March 31st, 2005 • Umpqua Holdings Corp • Savings institution, federally chartered • Georgia
UMPQUA HOLDINGS CORPORATION EMPLOYMENT AGREEMENT FOREmployment Agreement • February 23rd, 2017 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
This Employment Agreement (this “Agreement”) is by and between Umpqua Holdings Corporation (“Umpqua”) and Neal McLaughlin (“Officer”), effective as of March 1, 2005.
SERIES B GUARANTEE AGREEMENT UMPQUA HOLDINGS CORPORATION Dated as of September 6, 2007Guarantee Agreement • September 7th, 2007 • Umpqua Holdings Corp • Savings institution, federally chartered • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of September 6, 2007, is executed and delivered by Umpqua Holdings Corporation, a bank holding company (the “Guarantor”), and LaSalle Bank National Association, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Series of Capital Securities (as defined herein) of Umpqua Master Trust I, a Delaware statutory trust (the “Issuer”).
Underwriting AgreementUnderwriting Agreement • February 5th, 2010 • Umpqua Holdings Corp • Savings institution, federally chartered • New York
The Depositary Shares will be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of February 9, 2010, among the Company, Mellon Investor Services LLC, as depositary (the “Depositary), and owners and beneficial owners from time to time of the Preferred Shares. Each Depositary Share will initially represent the right to receive 1/100th of a Preferred Share pursuant to the Deposit Agreement.
EXHIBIT 10.1 UMPQUA HOLDINGS CORPORATION EXECUTIVE EMPLOYMENT AND COMPENSATION AGREEMENTExecutive Employment and Compensation Agreement • March 30th, 2001 • Umpqua Holdings Corp • Blank checks
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2021 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
This Employment Agreement (this “Agreement”) is entered into by and between Umpqua Bank (“Umpqua”) and Lisa White (“Officer”) effective as of September 28, 2020.
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2006 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
This Employment Agreement (this "Agreement") is by and between Umpqua Holdings Corporation ("Umpqua") and Barbara Baker ("Officer"), effective as of March 10, 2006.
UMPQUA HOLDINGS CORPORATION EMPLOYMENT AGREEMENT FOR Kelly Johnson Dated as of January 15, 2009Employment Agreement • February 19th, 2010 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
This Employment Agreement (this “Agreement”) is by and between Umpqua Holdings Corporation (“Umpqua”) and Kelly Johnson (“Officer”), effective as of January 15, 2009.
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF EVERGREEN BANK SEATTLE, WA FEDERAL DEPOSIT INSURANCE CORPORATION and UMPQUA BANK DATED AS OF January 22, 2010Purchase and Assumption Agreement • May 7th, 2010 • Umpqua Holdings Corp • Savings institution, federally chartered • New York
THIS AGREEMENT, made and entered into as of the 22nd day of January, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of EVERGREEN BANK, Seattle, Washington, (the “Receiver”), UMPQUA BANK, organized under the laws of the State of Oregon and having its principal place of business in Roseburg, Oregon, (the “Assuming Bank”), 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”).
LOCK-UP AGREEMENTLock-Up Agreement • May 7th, 2010 • Umpqua Holdings Corp • Savings institution, federally chartered • New York
UMPQUA HOLDINGS CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 25th, 2021 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
Pursuant to the terms of the Notice of Restricted Stock Award or Notice of Performance Share Award (the "Notice") and this Restricted Stock Award Agreement (together with the Notice, the "Agreement" or "Award Agreement"), Umpqua Holdings Corporation, including its Subsidiaries and any successor corporation (the "Company"), grants to the Participant named in the Notice (the "Participant"), in consideration for Participant’s services to the Company, a Restricted Stock Award or Performance Share Award (the "Award") pursuant to the Company’s 2013 Incentive Plan (the "Plan") and subject to the restrictions and conditions contained herein and in the Notice and the Plan.
AGREEMENT AND PLAN OF MERGER by and among UMPQUA HOLDINGS CORPORATION, COLUMBIA BANKING SYSTEM, INC., and CASCADE MERGER SUB, INC.Merger Agreement • October 15th, 2021 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
AGREEMENT AND PLAN OF MERGER, dated as of October 11, 2021 (this “Agreement”), by and among Umpqua Holdings Corporation, an Oregon corporation (“Umpqua”), Columbia Banking System, Inc., a Washington corporation (“Columbia”), and Cascade Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Columbia (“Merger Sub”).
UMPQUA HOLDINGS CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2015 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
This Employment Agreement (this “Agreement”) is entered into by and between Umpqua Holdings Corporation (“Umpqua”) and Ezra Eckhardt (“Officer”), as of September 11, 2013 and shall become effective upon the closing date (the “Effective Date”) of the merger (the “Merger”) contemplated by the agreement and plan of merger by and between Sterling Financial Corporation (“Sterling”) and Umpqua, dated as of September 11, 2013 (the “Merger Agreement”). In the event that the Merger does not close, this Agreement shall be null and void ab initio.
LONG TERM INCENTIVE RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 1st, 2012 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
This Long Term Incentive Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the Grant Date indicated below pursuant to the terms of the 2007 Long Term Incentive Plan (the “Plan”) of Umpqua Holding Corporation (the “Company”) by and between the Company and the person named below as the Participant.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2021 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
This Amended and Restated Employment Agreement (this “Agreement”) is entered into by and between Umpqua Holdings Corporation (“Parent”), Umpqua Bank (the “Company”) and Cort O’Haver (“Executive”) effective as of April 1, 2021 (the “Effective Date”). Each of Parent, Company and Executive is herein referred to individually as a “Party” and together as the “Parties.”
September 11, 2013 Umpqua Holdings Corporation One SW Columbia Street, Suite 1200 Portland, OR 97258 Sterling Financial Corporation 111 North Wall Street Spokane, WA 99201 RE: Investor Letter AgreementInvestor Letter Agreement • September 17th, 2013 • Umpqua Holdings Corp • Savings institution, federally chartered
Reference is made to the Merger Agreement, dated as of the date hereof, between Sterling Financial Corporation ("Sterling") and Umpqua Holdings Corporation ("Umpqua") (the "Merger Agreement"); capitalized terms have the meanings ascribed to them in the Merger Agreement. The signatory hereto ("Holder") is a party to a Second Amended and Restated Investment Agreement with Sterling, dated May 25, 2010, as amended (the "Investment Agreement").
RESTRICTED STOCK AWARD AGREEMENT [Section 162(m) Performance-Based Grant]Restricted Stock Award Agreement • January 31st, 2014 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
This Restricted Stock Award Agreement (the “Agreement”) is made and entered into pursuant to the terms of the Umpqua Holdings Corporation 2013 Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Umpqua Holdings Corporation, an Oregon corporation (the “Company”). Unless otherwise defined herein, capitalized terms defined in this Restricted Stock Award Agreement shall have the meanings as defined in the Plan.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 1st, 2012 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
This Restricted Stock Agreement is made and entered into pursuant to the terms of the 2003 Stock Incentive Plan (the “Plan”) adopted by the Board of Directors and Shareholders of Umpqua Holdings Corporation, an Oregon corporation (the “Company”). Unless otherwise defined herein, capitalized terms defined in this Restricted Stock Agreement shall have the meanings as defined in the Plan.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2019 • Umpqua Holdings Corp • Savings institution, federally chartered
This Second Amendment to Employment Agreement (the “Amendment”) is dated effective January 1, 2019 and amends the Employment Agreement by and between Umpqua Holdings Corporation (“Umpqua”) and Ron Farnsworth (“Officer”) dated as of March 5, 2008 (as previously amended, the “Employment Agreement”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2017 • Umpqua Holdings Corp • Savings institution, federally chartered
This Second Amendment to Employment Agreement (this “Amendment”) is by and between Umpqua Holdings Corporation and Umpqua Bank (collectively “Umpqua”) and Cort O’Haver (“Officer”), dated effective as of January 1, 2017.
EXHIBIT 8.1 [LETTERHEAD OF FOSTER PEPPER TOOZE LLP] Western Sierra Bancorp 4080 Plaza Goldorado Circle Cameron Park, California 95682 Umpqua Holdings Corporation One SW Columbia Street, Suite 1200 Portland, Oregon 97258 Re: Mergers Pursuant to...Merger Agreement • April 13th, 2006 • Umpqua Holdings Corp • Savings institution, federally chartered
EXHIBIT 10.5 STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement"), dated as of July 22, 2002, is made by and between Centennial Bancorp, an Oregon corporation ("Centennial") and Umpqua Holdings Corporation, an Oregon corporation...Stock Option Agreement • September 9th, 2002 • Umpqua Holdings Corp • Savings institution, federally chartered • Oregon
AMENDMENT TO UMPQUA HOLDINGS CORPORATION EMPLOYMENT AGREEMENT FOR WILLIAM FIKEEmployment Agreement • March 21st, 2006 • Umpqua Holdings Corp • Savings institution, federally chartered
This Amendment dated effective as of March 10, 2006 amends the Umpqua Holdings Corporation Employment Agreement for William Fike by and between Umpqua Holdings Corporation, an Oregon corporation ("Umpqua"), and William Fike ("Officer") dated effective as of May 12, 2005 (the "Employment Agreement").
