form8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 


Date of Report (Date of earliest event reported) October 26, 2007

 
 

 
 Bank of Marin Bancorp
(Exact name of Registrant as specified in its charter)


California
  
001-33572
  
20-8859754
(State or other jurisdiction of incorporation)
  
(File number)
  
(I.R.S. Employer Identification No.)


504 Redwood Blvd., Suite 100, Novato, CA
  
94947
(Address of principal executive office)
  
(Zip Code)

 
Registrant’s telephone number, including area code:
 (415) 927-2265
  
 
 
 
Not Applicable
  
 
(Former name or former address, if changes since last report)
  

Check the appropriate box below if the Form 8-K filing is to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
o
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

Section 5 – Corporate Governance and Management

Item 5.02(e)
Compensatory Arrangement of Certain Officers

On October 26, 2007, Bank of Marin Bancorp’s wholly owned subsidiary, Bank of Marin, entered into identical change in control agreements (Agreement) with the following executive officers.  The seniority factors described on page 5 of the Agreement is shown in the table.

Executive
Title
Seniority Factor
Russell A. Colombo
President and CEO
2.25
Christina J. Cook
Chief Financial Officer
1.50
Peter Pelham
Branch Executive
1.50
Kevin K. Coonan
Chief Credit Officer
1.50
Michael E. Besselievre
Chief Information Officer
1.50


Additionally, Bank of Marin entered into change in control agreements with its fifteen Senior Vice Presidents, with terms identical to the agreements discussed above, except with a seniority factor between 0.75 and 1.0, depending on grade.  Such agreement applies to all of Bank of Marin’s current and future Senior Vice Presidents.

Item 9.01
FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits.

10.1           Form of change in control agreement entered into with each of Russell A. Colombo, Christina J. Cook, Peter Pelham, Kevin K. Coonan and Michael E. Besselievre.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: October 26, 2007
    
BANK OF MARIN BANCORP
       
       
   
by: 
/s/ Christina J. Cook
     
Christina J. Cook
     
Executive Vice President
     
and Chief Financial Officer


EXHIBIT INDEX


Exhibit No.
Description

10.1 Form of change in control agreement entered into with each of Russell A. Colombo, Christina J. Cook, Peter Pelham, Kevin K. Coonan and Michael E. Besselievre.