0000939057-15-000153 Sample Contracts

FORM OF] INCENTIVE STOCK OPTION AWARD AGREEMENT
Incentive Stock Option Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks
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FORM OF] NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks

This Non-Qualified Stock Option Award (“NQSO”) is granted by Banner Corporation (“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 Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

BANNER CORPORATION [FORM OF] RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks

This Award of restricted stock units (“RSUs”) is granted by Banner Corporation (“Company”) to [Name] (“Grantee”) in accordance with the terms of this Restricted Stock Unit Award Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference. Capitalized terms used but not defined herein have the meanings given to them in the Plan.

BANNER CORPORATION [FORM OF] PERFORMANCE UNIT AWARD AGREEMENT
Performance Unit Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks

This Performance Unit Award (“Award”) is granted by Banner Corporation (“Company”) to [Name] (“Grantee”) in accordance with the terms of this Agreement ("Agreement") and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference.

BANNER CORPORATION [FORM OF] PERFORMANCE UNIT AWARD AGREEMENT- CASH
Performance Unit Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks

This Performance Unit Award (“Award”) is granted by Banner Corporation (“Company”) to [Name] (“Grantee”) in accordance with the terms of this Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference.

BANNER CORPORATION [FORM OF] RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks

This Restricted Stock Award (“Restricted Stock Award”) is granted by Banner Corporation (“Company”) to [Name] (“Grantee”) in accordance with the terms of this Restricted Stock Award Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

FORM OF] STOCK APPRECIATION RIGHT AWARD
Stock Appreciation Right Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks

This Stock Appreciation Right Award (“SAR”) is granted by Banner Corporation (“Company”) to [Name] (“SAR Holder”) in accordance with the terms of this Stock Appreciation Right Award Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

FORM OF] PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT
Performance-Based Restricted Stock Award Agreement • March 25th, 2015 • Banner Corp • State commercial banks

This Performance-Based Restricted Stock Award (“Performance-Based Restricted Stock Award”) is granted by Banner Corporation (“Company”) to [Name] (“Grantee”) in accordance with the terms of this Performance-Based Restricted Stock Award Agreement (“Agreement”) and subject to the provisions of the Banner Corporation 2014 Omnibus Incentive Plan, as amended from time to time (“Plan”). The Plan is incorporated herein by reference.

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