First Northwest Bancorp Sample Contracts

SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • March 25th, 2021 • First Northwest Bancorp • Savings institutions, not federally chartered • New York

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 25, 2021, and is made by and among First Northwest Bancorp, a Washington corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 25th, 2021 • First Northwest Bancorp • Savings institutions, not federally chartered • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of March 25, 2021 and is made by and among First Northwest Bancorp, a Washington corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

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FIRST NORTHWEST BANCORP As Issuer, and UMB BANK, NATIONAL ASSOCIATION As Trustee INDENTURE Dated as of March 25, 2021 3.75% Fixed to Floating Rate Subordinated Notes due 2031
Indenture • March 25th, 2021 • First Northwest Bancorp • Savings institutions, not federally chartered • New York

This INDENTURE dated as of March 25, 2021 is between First Northwest Bancorp, a Washington corporation (the “Company”), and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).

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10,580,000 Shares (subject to increase up to 12,167,000 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) FIRST NORTHWEST BANCORP (a Washington corporation) Common Stock (par value $0.01 per share) AGENCY...
Agency Agreement • September 4th, 2014 • First Northwest Bancorp • Savings institutions, not federally chartered • New York
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EMPLOYMENT AGREEMENT - AMENDED
Employment Agreement • August 3rd, 2015 • First Northwest Bancorp • Savings institutions, not federally chartered • Washington

THIS AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this ___ day of _____________, 2015, by and between First Northwest Bancorp (the “Company”) and its wholly-owned subsidiary, First Federal Savings and Loan Association of Port Angeles (“First Federal”), and _________________ (the “Employee”).

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FIRST NORTHWEST BANCORP INCENTIVE STOCK OPTION AWARD AGREEMENT
Incentive Stock Option Award Agreement • December 4th, 2015 • First Northwest Bancorp • Savings institutions, not federally chartered

This Incentive Stock Option Award (“ISO”) is granted by First Northwest Bancorp (“Company”) to [Name] (“Option Holder”) in accordance with the terms of this Incentive Stock Option Award Agreement (“Agreement”) and subject to the provisions of the First Northwest Bancorp 2015 Equity Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

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FIRST NORTHWEST BANCORP NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • December 4th, 2015 • First Northwest Bancorp • Savings institutions, not federally chartered

This Non-Qualified Stock Option Award (“NQSO”) is granted by First Northwest Bancorp (“Company”) to [Name] (“Option Holder”) in accordance with the terms of this Non-Qualified Stock Option Award Agreement (“Agreement”) and subject to the provisions of the First Northwest Bancorp 2015 Equity Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

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FIRST NORTHWEST BANCORP RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • December 4th, 2015 • First Northwest Bancorp • Savings institutions, not federally chartered

This Restricted Stock Award (“Restricted Stock Award”) is granted by First Northwest Bancorp (“Company”) to [Name] (“Grantee”) in accordance with the terms of this Restricted Stock Award Agreement (“Agreement”) and subject to the provisions of the First Northwest Bancorp 2015 Equity Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

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FIRST NORTHWEST BANCORP RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • December 4th, 2015 • First Northwest Bancorp • Savings institutions, not federally chartered

This Award of restricted stock units (“RSUs”) is granted by First Northwest Bancorp (“Company”) to [Name] (“Grantee”) in accordance with the terms of this Restricted Stock Unit Award Agreement (“Agreement”) and subject to the provisions of the First Northwest Bancorp 2015 Equity Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2019 • First Northwest Bancorp • Savings institutions, not federally chartered

This EMPLOYMENT AGREEMENT (this "Agreement") is entered into this 22nd day of February, 2019, by and between First Northwest Bancorp (the "Company") and its wholly owned subsidiary, First Federal Savings and Loan Association of Port Angeles ("First Federal"), and Laurence J. Hueth (the "Employee") and is effective as of February 22, 2019 (the "Effective Date").

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FIRST FEDERAL FISCAL 2019 CASH INCENTIVE PLAN
Participation Agreement • May 8th, 2019 • First Northwest Bancorp • Savings institutions, not federally chartered

This participation agreement (“Agreement”) is between First Federal Savings and Loan Association of Port Angeles (“First Federal”) and the above-named Participant, pursuant to the First Federal Fiscal 2019 Cash Incentive Plan (the “Plan”), which is incorporated herein by reference. This Agreement sets forth the annual incentive targets, applicable weightings between corporate and team performance, corporate performance goals, corporate performance weightings, applicable team performance measures, goals and weightings, to determine the Participant’s cash incentive award under the Plan for the 12-month period beginning January 1, 2019 and ending December 31, 2019 (the “2019 Plan Year”):

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FIRST FEDERAL FISCAL 2020 CASH INCENTIVE PLAN
Participation Agreement • May 11th, 2020 • First Northwest Bancorp • Savings institutions, not federally chartered

This participation agreement (“Agreement”) is between First Federal Savings and Loan Association of Port Angeles (“First Federal”) and the above-named Participant, pursuant to the First Federal Fiscal 2020 Cash Incentive Plan (the “Plan”), which is incorporated herein by reference. This Agreement sets forth the annual incentive targets, applicable weightings between corporate and team performance, corporate performance goals, corporate performance weightings, applicable team performance measures, goals and weightings, to determine the Participant’s cash incentive award under the Plan for the 12-month period beginning January 1, 2020 and ending December 31, 2020 (the “2020 Plan Year”):

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CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • March 7th, 2014 • First Northwest Bancorp • Savings institutions, not federally chartered • Washington

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is made and entered into as of this ___ day of _____________, 2014, by and between First Northwest Bancorp (the “Company”) and its wholly-owned subsidiary, First Federal Savings and Loan Association of Port Angeles (“First Federal”), and ______________________[Name of Employee] (the “Employee”).

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AGREEMENT FOR PURCHASE AND SALE OF PROPERTY
Purchase and Sale Agreement • January 31st, 2024 • First Northwest Bancorp • Savings institutions, not federally chartered

THIS AGREEMENT is made and entered into as of the Effective Date (as hereinafter defined), by and between FIRST FED BANK, a Washington Bank Corporation (“Seller” and “Leaseback Tenant”), and MOUNTAINSEED REAL ESTATE SERVICES, LLC, a Georgia limited liability company (“Buyer”).

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FIRST FEDERAL FISCAL 2018 CASH INCENTIVE PLAN
Participation Agreement • March 15th, 2019 • First Northwest Bancorp • Savings institutions, not federally chartered

This participation agreement (“Agreement”) is between First Federal Savings and Loan Association of Port Angeles (“First Federal”) and the above-named Participant, pursuant to the First Federal Fiscal 2018 Cash Incentive Plan (the “Plan”), which is incorporated herein by reference. This Agreement sets forth the annual incentive targets, applicable weightings between corporate and team performance, corporate performance goals, corporate performance weightings, applicable team performance measures, goals and weightings, to determine the Participant’s cash incentive award under the Plan for the 12-month period beginning January 1, 2018 and ending December 31, 2018 (the “2018 Plan Year”):

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Feldman Financial Advisors, Inc.
Financial Advisory Agreement • November 21st, 2012 • First Northwest Bancorp

This letter agreement (“Agreement”) describes the terms under which Feldman Financial Advisors, Inc. (“Feldman Financial”) will assist First Federal Savings and Loan Association of Port Angeles (“First Federal” or the “Bank”) with the business plan (“Business Plan”) to be submitted to regulatory authorities in conjunction with the Bank’s conversion from a mutual savings institution to a stock savings institution, the concurrent stock offering by the Bank’s holding company, and infusion of a portion of the net offering proceeds as capital into First Federal. The services that we will provide and our fees for this proposal are explained in this Agreement.

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Feldman Financial Advisors, Inc.
Financial Advisory Agreement • March 7th, 2014 • First Northwest Bancorp • Savings institutions, not federally chartered

This letter agreement (“Agreement”) describes the terms under which Feldman Financial Advisors, Inc. (“Feldman Financial”) will assist First Federal Savings and Loan Association of Port Angeles (“First Federal” or the “Bank”) with the business plan (“Business Plan”) to be submitted to regulatory authorities in conjunction with the Bank’s conversion from a mutual savings institution to a stock savings institution, the concurrent stock offering by the Bank’s holding company, and infusion of a portion of the net offering proceeds as capital into First Federal. The services that we will provide and our fees for this proposal are explained in this Agreement.

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January 3, 2014
Appraisal Services Agreement • March 7th, 2014 • First Northwest Bancorp • Savings institutions, not federally chartered

This letter sets forth the agreement between First Northwest Bancorp (“First Northwest”) and First Federal Savings and Loan Association of Port Angeles, Port Angeles, Washington (the “Association”) (collectively the “Company”), and RP® Financial, LC. (“RP Financial”) for independent appraisal services in connection with the stock to be issued concurrent with the mutual-to-stock conversion transaction whereby the Company will convert to a stock holding company and the Association will become the wholly-owned subsidiary of First Northwest.

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SEVERANCE AND RELEASE AGREEMENT
Severance and Release Agreement • July 19th, 2022 • First Northwest Bancorp • Savings institutions, not federally chartered • Washington

This Severance and Release Agreement (“Agreement”) is made by and among FIRST FED BANK (formerly known as First Federal Savings & Loan Association of Port Angeles) (“Employer”) and KELLY A. LISKE (“Employee”).

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Severance Agreement December 20, 2012
Severance Agreement • March 7th, 2014 • First Northwest Bancorp • Savings institutions, not federally chartered

This Severance Agreement, (the "Severance Agreement"), dated as reflected above, between Gina E. Lowman, ("Employee") and First Federal Savings and Loan Association of Port Angeles ("Employer") defines the terms of Separation between Employee and Employer.

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Severance Agreement
Severance Agreement • May 14th, 2015 • First Northwest Bancorp • Savings institutions, not federally chartered

This Severance Agreement, (the “Severance Agreement”), dated as reflected above, between Elaine Gentilo, (“Employee”) and First Federal Savings and Loan Association of Port Angeles (“Employer”) defines the terms of Separation between Employee and Employer.

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NONSTANDARDIZED ADOPTION AGREEMENT PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN Sponsored by
Nonstandardized Adoption Agreement • November 21st, 2012 • First Northwest Bancorp

The Employer named below hereby establishes a Cash or Deferred Profit-Sharing Plan for eligible Employees as provided in this Adoption Agreement and the accompanying Basic Plan Document #01.

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 15th, 2021 • First Northwest Bancorp • Savings institutions, not federally chartered

This Restricted Stock Award (“Restricted Stock Award”) is granted by First Northwest Bancorp (“Company”) to (“Grantee”) in accordance with the terms of this Restricted Stock Award Agreement (“Agreement”) and subject to the provisions of the First Northwest Bancorp 2015 Equity Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

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FIRST NORTHWEST BANCORP 2020 EQUITY INCENTIVE PLAN
Restricted Shares Award Agreement • August 10th, 2020 • First Northwest Bancorp • Savings institutions, not federally chartered • Washington

This Restricted Shares Award Agreement (this "Agreement"), effective as of the Grant Date indicated below, evidences the grant of Restricted Shares to Participant under Article 9 of the First Northwest Bancorp 2020 Equity Incentive Plan (the "Plan"). The terms and conditions of the Plan are incorporated into this Agreement by this reference.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2019 • First Northwest Bancorp • Savings institutions, not federally chartered

This Employment Agreement (this “Agreement”) is entered into and made effective this 1st day of August, 2019 (the “Effective Date”), by and among First Northwest Bancorp (the “Company”), the Company’s wholly owned subsidiary, First Federal Savings and Loan Association of Port Angeles (“First Federal”), and Matt Deines (the “Executive”) (each a “Party” and collectively the “Parties”).

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FIRST FEDERAL FISCAL 2016 CASH INCENTIVE PLAN PARTICIPATION AGREEMENT
Participation Agreement • August 27th, 2015 • First Northwest Bancorp • Savings institutions, not federally chartered

This participation agreement (“Agreement”) is between First Federal Savings and Loan Association of Port Angeles (“First Federal”) and the above-named Participant, pursuant to the First Federal Fiscal 2016 Cash Incentive Plan (the “Plan”), which is incorporated herein by reference. This Agreement sets forth the annual incentive targets, applicable weightings between corporate and team performance, corporate performance goals, corporate performance weightings, applicable team performance measures, goals and weightings, to determine the Participant’s cash incentive award under the Plan for the 12-month period beginning July 1, 2015 and ending June 30, 2016 (the “2016 Plan Year”):

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SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS
Separation Agreement • October 8th, 2019 • First Northwest Bancorp • Savings institutions, not federally chartered • Washington
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