Common use of ADDITIONAL TERMS OF THIS AGREEMENT Clause in Contracts

ADDITIONAL TERMS OF THIS AGREEMENT. 10.1 This Agreement is not, and shall not be construed to be, an admission of liability, culpability or any other legal conclusion. 10.2 This Agreement shall be interpreted, enforced and governed under the laws of the State of Washington. In the event of any lawsuit arising from or relating to this Agreement, venue shall be in King County, Washington. 10.3 This Agreement constitutes the entire understanding between the parties regarding the Employee's separation from employment with the Bank and supersedes any prior written or oral agreements regarding such employment. The Employee acknowledges that there are no representations by the Corporation or the Bank, oral or written, which are not set forth in this Agreement upon which the Employee relied in signing this Agreement. However, this Agreement shall not alter or revise any fiduciary duties of the Employee arising out of or in connection with his employment as Executive Vice President and Chief Financial Officer of the Bank, which fiduciary duties shall survive and continue to be in effect. This Agreement cannot be modified or amended except by written agreement signed by both the Employee and the President/CEO of the Bank. 10.4 The failure of the Employee or the Bank to insist upon strict compliance with any provision of this Agreement will not be deemed a waiver of such provision or of any other provision in this Agreement. The Employee's breach of any provision of this Agreement will not entitle him to renew any claim he may have against the Bank or any of the other Releasees, which is waived and released by this Agreement. 10.5 This Agreement may be assigned by the Bank and shall inure to the benefit of, and may be enforced by, the Bank, its successors and assigns. This Agreement is personal to the Employee and may not be assigned by him. The Employee's signature below indicates his acceptance of this Agreement and shall cause this Agreement to be binding upon the Employee and his heirs, executors, administrators, agents, representatives and assigns. The Employee's signature shall also signify that he has read and understands this Agreement, and that he has either reviewed it with an attorney or has voluntarily elected not to do so.

ADDITIONAL TERMS OF THIS AGREEMENT. 10.1 This Agreement is not, and shall not be construed to be, an admission of liability, culpability or any other legal conclusion. 10.2 This Agreement shall be interpreted, enforced and governed under the laws of the State of Washington. In the event of any lawsuit arising from or relating to this Agreement, venue shall be in King County, Washington. 10.3 This Agreement constitutes the entire understanding between the parties regarding the Employee's separation from employment with the Bank and supersedes any prior written or oral agreements regarding such employment. The Employee acknowledges that there are no representations by the Corporation or the Bank, oral or written, which are not set forth in this Agreement upon which the Employee relied in signing this Agreement. However, this Agreement shall not alter or revise any fiduciary duties of the Employee arising out of or in connection with his employment as Executive Vice President and Chief Financial Officer of the Bank, which fiduciary duties shall survive and continue to be in effect. This Agreement cannot be modified or amended except by written agreement signed by both the Employee and the President/CEO of the Bank. 10.4 The failure of the Employee or the Bank to insist upon strict compliance with any provision of this Agreement will not be deemed a waiver of such provision or of any other provision in this Agreement. The Employee's breach of any provision of this Agreement will not entitle him to renew any claim he may have against the Bank or any of the other Releasees, which is waived and released by this Agreement. 10.5 This Agreement may be assigned by the Bank and shall inure to the benefit of, and may be enforced by, the Bank, its successors and assigns. This Agreement is personal to the Employee and may not be assigned by him, provided, however, in the event of the death of the Employee prior to the end of the Mitigation Period, the monetary and other benefits that he is entitled to under Section 3 above, if any, will accrue to the benefit of and/or be transferrable to his estate, spouse and beneficiaries to the extent that the Employee was entitled to such benefits at the time of his death. The Employee's signature below indicates his acceptance of this Agreement and shall cause this Agreement to be binding upon the Employee and his heirs, executors, administrators, agents, representatives and assigns. The Employee's signature shall also signify that he has read and understands this Agreement, and that he has either reviewed it with an attorney or has voluntarily elected not to do so.

ADDITIONAL TERMS OF THIS AGREEMENT. 10.1 1. Executive has been and is ▇▇▇▇▇▇ advised in writing to consult with an attorney prior to signing this Agreement. 2. Executive acknowledges that he is acting of his own free will, that he has had a sufficient opportunity to read the terms of this Agreement, and consult legal counsel, if desired, and that he fully understands all of the provisions of this Agreement. In addition, Executive acknowledges that neither Company nor any of its partners, employees, agents, representatives or attorneys have made any representations concerning the terms of this Agreement other than those contained herein. 3. Executive hereby acknowledges that he has had a period of twenty-one (21) days, beginning November 19, 2010, to fully consider whether to accept the terms of this Agreement. 4. Executive has the further right to revoke this Agreement for a period of seven (7) days following the date of his signing it, and the Agreement shall not become effective or enforceable, nor will the payment and benefits outlined above be paid, until that revocation right has expired without having been exercised. Any revocation must be hand delivered to ▇▇▇▇ ▇▇▇▇▇, the Company’s Vice President – Human Resources, within the seven (7) day period. 5. This Agreement is notcontains the entire agreement of the Parties relating to the subject matter hereof. This Agreement may be changed only by a written agreement, and shall not be construed to be, an admission of liability, culpability or any other legal conclusionsigned by both Parties. 10.2 6. This Agreement shall be interpretedbinding upon, enforced and shall inure to the benefit of both the Company and the Executive and their respective successors, heirs (in the case of the Executive) and permitted transferees or assigns. Neither the rights nor obligations of the Company or the Executive hereunder may be assigned or transferred without the written consent of the party against whom such assignment or transfer would be enforced. 7. This Agreement shall be governed under by the laws of the State of Washington. In New Jersey, notwithstanding any New Jersey choice of law rules to the event of any lawsuit arising from or relating to this Agreement, venue shall be in King County, Washingtoncontrary. 10.3 This Agreement constitutes the entire understanding between the parties regarding the Employee's separation from employment with the Bank and supersedes any prior written or oral agreements regarding such employment8. The Employee acknowledges that there are no representations by the Corporation or the Bank, oral or written, which are not set forth in this Agreement upon which the Employee relied in signing this Agreement. However, this Agreement shall not alter or revise any fiduciary duties of the Employee arising out of or in connection with his employment as Executive Vice President and Chief Financial Officer of the Bank, which fiduciary duties shall survive and continue to be in effect. This Agreement cannot be modified or amended except by written agreement signed by both the Employee and the President/CEO of the Bank. 10.4 The failure of the Employee or the Bank to insist upon strict compliance with any provision of this Agreement will not be deemed a waiver of such provision or of any other provision in this Agreement. The Employee's breach of any provision of this Agreement will not entitle him to renew any claim he may have against the Bank or any of the other Releasees, which is waived and released by this Agreement. 10.5 This Agreement may be assigned by executed in counterparts and will be valid even though the Bank and shall inure to signatures of all Parties do not appear on the benefit of, and may be enforced by, the Bank, its successors and assigns. This Agreement is personal to the Employee and may not be assigned by him. The Employee's signature below indicates his acceptance of this Agreement and shall cause this Agreement to be binding upon the Employee and his heirs, executors, administrators, agents, representatives and assigns. The Employee's signature shall also signify that he has read and understands this Agreement, and that he has either reviewed it with an attorney or has voluntarily elected not to do sosame page.