8-K

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): March 29, 2010

NORTHWEST PIPE COMPANY

(Exact name of registrant as specified in its charter)

OREGON	0-27140	93-0557988
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5721 SE Columbia Way, Suite 200

Vancouver, WA 98661

(360) 397-6250

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

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

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

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

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On March 29, 2010, Brian W. Dunham resigned his position as the Chief Executive Officer of Northwest Pipe Company (the “Company”). Mr. Dunham will continue to serve as the Company’s President and as a member of the Company’s Board of Directors.

Also on March 29, 2010, the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Richard A. Roman pursuant to which Mr. Roman will serve as the Company’s Chief Executive Officer. Mr. Roman, 58, has been a member of the Company’s Board of Directors and Audit Committee since 2003 and the Board’s Lead Director since November 2008. In connection with his appointment as Chief Executive Officer, Mr. Roman resigned his positions as Lead Director and as a member of the Board’s Audit and Compensation Committees. Mr. Roman has served as President of Columbia Ventures Corporation, a private investment company, since 2002. Prior to joining Columbia Ventures in 1992, Mr. Roman was a partner at Coopers & Lybrand, an independent accounting firm.

Mr. Roman’s Employment Agreement provides for an annual base salary of $450,000 and eligibility to participate in the Company’s cash and stock incentive plans and all other employee benefit plans available to the Company’s employees. The Employment Agreement has a two-year term. Mr. Roman has been granted an option to purchase 24,000 shares of common stock at an exercise price equal to $24.15, the fair market value of the common stock on the date of grant. The stock option was fully vested on the date of grant. If Mr. Roman’s employment is terminated for Cause (as defined in the Employment Agreement), or if Mr. Roman terminates his employment without Good Reason (as defined in the Employment Agreement), or in the event of Mr. Roman’s death or disability, then the Company will pay Mr. Roman’s base salary through the date of termination. If Mr. Roman’s employment is terminated without Cause or if Mr. Roman terminates his employment with the Company for Good Reason, the Company will continue to pay Mr. Roman’s base salary for the remaining term of the Employment Agreement.

The Company has also entered into an Indemnification Agreement (the “Indemnification Agreement”) with Mr. Roman. The Indemnification Agreement provides that the Company will indemnify Mr. Roman, to the fullest extent permitted by law, from and against any and all Expenses (as defined in the Indemnification Agreement) paid or incurred by him with respect to any claims against him in connection with his services as a director and/or executive officer of the Company. The Indemnification Agreement also provides that the Company will advance any and all Expenses to Mr. Roman upon his request provided that he shall first have furnished the Company: (i) a written affirmation of his good faith belief that he is entitled to indemnification, and (ii) a written undertaking to repay any such advance if it is ultimately determined that he was not entitled to be indemnified. The Indemnification Agreement also establishes procedures for the determination of Mr. Roman’s right to receive indemnification and the advancement of Expenses.

The foregoing descriptions of the Employment Agreement and the Indemnification Agreement do not purport to be complete and are qualified in their entirety by the full text of the Employment Agreement and the Indemnification Agreement, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

On April 2, 2010, the Company issued a press release announcing the management changes described above. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

10.1	Executive Employment Agreement between Northwest Pipe Company and Richard A. Roman dated as of March 29, 2010
10.2	Indemnification Agreement between Northwest Pipe Company and Richard A. Roman dated as of March 29, 2010
99.1	Press Release issued by Northwest Pipe Company on April 2, 2010

SIGNATURE

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 thereunto duly authorized on April 2, 2010.

NORTHWEST PIPE COMPANY
(Registrant)
By	/s/    STEPHANIE J. WELTY
	Stephanie J. Welty,
	Senior Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

PARTIES:	Northwest Pipe Company 5721 SE Columbia Way, Suite 200 Vancouver, WA 98661	(“Company”)
	Richard A. Roman	(“Executive”)

EFFECTIVE DATE: March 29, 2010

RECITALS

Company wishes to obtain the services of Executive, and Executive wishes to provide his services, upon the terms and conditions set forth in this Agreement. Therefore, in exchange for the mutual promises set forth below, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 “Base Salary” means regular cash compensation paid on a periodic basis exclusive of benefits, bonuses or incentive payments.

1.2 “Board” means the Board of Directors of Company.

1.3 “Cause” means Executive committed any one or more of the following: (i) the willful failure to perform any material duties under this Agreement or negligence of Executive in the performance of such duties, and if such failure or negligence is susceptible of cure, the failure to effect such cure within 30 days after written notice of such failure or negligence is given to Executive; (ii) use of alcohol or illegal drugs which interferes with the performance of Executive’s duties hereunder; (iii) theft, embezzlement, fraud, misappropriation of funds, other acts of dishonesty or the intentional violation of any law, ethical rule or fiduciary duty relating to Executive’s employment by Company; (iv) commission of, or plea of guilty or nolo contendere to, a felony or any act involving moral turpitude; (v) the violation of any non-disclosure, non-compete, or proprietary rights agreement between Executive and Company, or (vi) willful breach of any written policies or procedures of the Company which causes or is reasonably expected to cause substantive and demonstrable harm to the Company, or the willful violation of any material provision of this Agreement, and if such violation or breach is susceptible of cure, the failure to effect such cure within 30 days after written notice of such breach is given to Executive.

1.4 “Disability” means the inability of Executive to perform his duties under this Agreement, with or without reasonable accommodation, because of physical or mental incapacity for a period of at least 12 weeks.

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1.5 “Fair Market Value” means the fair market value of a share of Company’s common stock on the date of the grant.

1.6 “Good Reason” means (i) a material and adverse diminution in the powers, duties and responsibilities of Executive with the Company; or (ii) any demand by the Board that Executive engage in illegal activity in the performance of his duties for the Company (as determined by the Company’s legal advisors which are reasonably acceptable to the Executive); or (iii) any willful violation of the material provisions of this Agreement by the Company.

ARTICLE II

EMPLOYMENT, DUTIES AND TERM

2.1 Employment. Upon the terms and conditions set forth in this Agreement, Company hereby employs Executive as its Chief Executive Officer (CEO) and Executive accepts such employment. Except as expressly provided herein, termination of this Agreement by either party shall also terminate Executive’s employment by Company, and vice versa.

2.2 Duties. Executive shall devote his full-time and best efforts to Company and to fulfilling his duties under this Agreement; provided, however, that Executive may continue to provide services to his former employer for no more than 40 hours per month so long as such work does not interfere with Executive’s performance of his obligations to Company. In the event the Board assigns Executive additional responsibilities with the Company, the proviso in the preceding sentence shall no longer apply. Executive shall comply with Company’s policies and procedures to the extent they are not inconsistent with this Agreement, in which case the provisions of this Agreement prevail.

2.3 Term. This Agreement shall continue for two years from the Effective Date (the Term), unless earlier terminated in accordance with Article IV.

ARTICLE III

COMPENSATION AND EXPENSES

3.1 Base Salary. For all services rendered under this Agreement, Company shall pay Executive an annual Base Salary of Four Hundred Fifty Thousand Dollars and No Cents ($450,000). Executive’s Base Salary shall not be decreased unless agreed to in writing by the Executive. In the event the Board assigns Executive additional responsibilities with the Company, Executive’s annual Base Salary shall be renegotiated with the Compensation Committee of the Board.

3.2 Option Grant. Company shall grant Executive an option to purchase 24,000 shares of Company’s common stock that is vested and exercisable upon grant. The exercise price per share shall be the Fair Market Value at the time of the grant. This option is subject to the terms and conditions of the grant and Company’s 2007 Incentive Option Plan, and requires approval of the Compensation Committee of the Board.

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3.3 Incentive Compensation and Fringe Benefits. Executive shall be eligible to participate in the Company’s Short-Term Incentive (Bonus) Plan and the Company’s Long-Term Incentive (2007 Stock Incentive) Plan. Executive shall be entitled to all benefits made available to employees generally, and to participate in all Company-sponsored fringe benefit plans made available to other executives of the Company (medical, dental, 401K, etc.). Executive shall be entitled to four weeks paid vacation during each calendar year of the Term (pro-rated for any partial year during the Term).

3.4 Business Expenses. Company shall, in accordance with, and to the extent of, its policies in effect from time to time, bear all ordinary and necessary business expenses reasonably incurred by Executive in performing his duties as an employee of Company, provided that Executive accounts promptly for such expenses to Company in the manner prescribed from time to time by Company.

3.5 Taxes and Withholding. All amounts payable to Executive under this Agreement shall be net of amounts required to be withheld by law.

ARTICLE IV

TERMINATION

4.1 Early Termination. This Article sets forth the terms for termination of this Agreement. Except as otherwise provided in this Agreement, any termination of Executive’s employment shall also constitute a termination of this Agreement, and vice versa.

4.2 Termination for Cause or without Good Reason. Company may terminate this Agreement for Cause and Executive may terminate his employment without Good Reason immediately upon written notice. In the event of termination for Cause or without Good Reason pursuant to this Section 4.2, Executive shall be paid his Base Salary through the date of termination.

4.3 Termination Without Cause or with Good Reason. Company may terminate this Agreement and Executive’s employment without Cause and Executive may terminate this Agreement and his employment with Good Reason upon written notice. In the event Company terminates this Agreement without Cause or Executive terminates this Agreement with Good Reason pursuant to this Section 4.3, and provided Executive signs and does not revoke a general release of claims in a form satisfactory to Company, Company shall continue to pay Executive’s Base Salary for the remainder of the Term, that is, for the period ending two years after the Effective Date.

4.4 Termination in the Event of Death or Disability. This Agreement shall terminate in the event of Executive’s death or Disability. In the event of termination due to Executive’s death or Disability pursuant to this Section 4.4, Executive shall be paid his Base Salary through the date of termination.

4.5 Benefits Upon Termination. Upon termination of employment for any reason, Executive shall be entitled to benefits as provided under the terms of the applicable benefit plans in which he is participating as of the termination date.

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4.6 Entire Termination Payment. The compensation provided for in this Article IV shall constitute Executive’s sole remedy for termination pursuant to this Article. Executive shall not be entitled to any other termination or severance payment that may be payable to Executive under any other agreement between Executive and Company or under any policy in effect at, preceding or following the date of termination.

ARTICLE V

CONFLICT OF INTEREST

5.1 During the term of employment with Company, Executive will engage in no activity or employment which may conflict with the interest of Company, and will comply with Company’s policies and guidelines pertaining to business conduct and ethics.

ARTICLE VI

RESTRICTIVE COVENANTS

6.1 Confidentiality. “Confidential Information” is data, in both tangible and intangible form, that has been researched, compiled, developed and/or maintained by Company, and that is not generally known within the industry. Confidential Information includes, but is not limited to, trade secrets, customer lists, techniques, plans, methods, data, tables, calculations, information, ideas, knowledge, data, and know-how related to products, processes, software, designs, formulae, tests, research, business and/or marketing plans and strategies, costs, profits, pricing, personnel and financial information, capitalization and other corporate data and information, and information about or obtained from customers, authors, suppliers, consultants, licensees, or affiliates. Confidential Information also includes information Company has received from third parties in confidence.

6.1.1 Executive shall not use or disclose Confidential Information, in any form, for any purpose, except in the course of and for the purposes of Executive’s employment with Company.

6.1.2 Executive will obtain no right, title or interest in the Confidential Information, or any related information or data. The Confidential Information and related information shall remain the sole property of Company.

6.1.3 Executive shall return all Confidential Information, including all copies in any form, to Company immediately upon termination of Executive’s employment with Company, or earlier upon request.

6.2 Return of Property. In the course of Executive’s employment with Company, Executive may be provided with equipment, supplies, keys, credits cards, software, and other property for business use (collectively, “Company Property”). Executive shall return all Company Property immediately upon termination of Executive’s employment, or otherwise immediately on Company’s request.

6.3 Non-solicitation. For one year after Executive’s employment with Company terminates, regardless of the reason for termination, Executive shall not (a) directly or indirectly solicit business from any person or entity which then is or was a Company customer, client or

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prospect during the twelve (12) months prior to termination, (b) induce any such person or entity to cease or reduce their business relationship with Company; (c) induce any person to leave the employment of Company; or (d) directly or indirectly hire or use the services of any Company employee unless Executive obtains Company’s written consent. Executive will not aid others in doing anything Executive is prohibited from doing himself under this paragraph, whether as an employee, officer, director, shareholder, partner, consultant or otherwise. For purposes of this paragraph, the term “solicit” includes (i) responding to requests for proposals and invitations for bids, (ii) initiating contacts with customers, clients, or prospects of Company for the purpose of advising them that Executive is no longer employed by Company and is available for work that is competitive with the services offered by Company, and (iii) participating in joint ventures or acting as a consultant or subcontractor or employee of others who directly solicit business prohibited by this Agreement. The term “Company employee” includes any then current employee of Company or any person who has left the employ of Company within the then previous six (6) months. The terms “Company client” and “Company customer” include any parent corporation, subsidiary corporation, affiliate corporation or partner or joint venture of a client or customer. “Company prospect” means any person or entity to whom Company has submitted a bid or proposal within the then immediately preceding six (6) months.

6.4 Noncompetition. For one year following the termination of Executive’s employment for any reason, Executive will not directly or indirectly Compete (defined below) with Company anywhere Company is doing or planning to do business, nor will Executive engage in any other activity that would conflict with the Company’s business, or interfere with Executive’s obligations to the Company. “Compete” means directly or indirectly: (i) have any financial interest in, (ii) join, operate, control or participate in, or be connected as an officer, employee, agent, independent contractor, partner, principal or shareholder with (except as holder of not more than five percent (5%) of the outstanding stock of any class of a corporation, the stock of which is actively publicly traded) or (iii) provide services in any capacity to those participating in the ownership, management, operation or control of, and/or (iv) act as a consultant or subcontractor to, a Competitive Business (defined below). “Competitive Business” means any corporation, proprietorship, association or other entity or person engaged in the sale, production and/or development of products or the rendering of services of a kind similar to or competitive with that sold, produced, developed or rendered by Company as of the date Executive’s employment terminates.

6.5 Continuation of Obligations. Except to the extent this Agreement provides otherwise, the restrictions of and Executive’s obligations under this Article VI will continue after Executive’s employment terminates, regardless of the reason for termination. Executive hereby consents to Company providing a copy of this Agreement to any person or entity to whom Executive may provide services after his employment with Company terminates, whether as an employee or independent contractor.

6.6 Consent to Injunction. Executive acknowledges that Company would suffer irreparable harm for which monetary damages alone would not adequately compensate Company if Executive breached his obligations under this Article VI. For that reason, Executive agrees Company shall be entitled to injunctive relief to enjoin any breach or threatened breach under this Article VI and that the amount of any bond required to be posted by Company in support of injunctive relief shall be no more than Five Hundred Dollars ($500). The injunctive relief provided for in this Section 6.6 shall be in addition to any other available remedies.

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ARTICLE VII

GENERAL PROVISIONS

7.1 Successors and Assigns. Except as otherwise provided in Article VI, This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, administrators, executors, legatees, and heirs. In that this Agreement is a personal services contract, it may not be assigned by Executive.

7.2 Survival. Article VI and Sections 7.1, 7.3, 7.5, 7.6, 7.7, 7.8, and 7.9 shall survive termination of this Agreement.

7.3 Notices. All notices, requests and demands given to or made pursuant hereto shall, except as otherwise specified herein, be in writing and be delivered or mailed to any such party at its address as set forth at the beginning of this Agreement. Either party may change its address, by notice to the other party given in the manner set forth in this Section. Any notice, if mailed properly addressed, postage prepaid, registered or certified mail, shall be deemed dispatched on the registered date or that stamped on the certified mail receipt, and shall be deemed received within the third business day thereafter or when it is actually received, whichever is sooner.

7.4 Caption. The various headings or captions in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

7.5 Governing Law and Jurisdiction. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Washington, without regard to conflict of law principles. The exclusive jurisdiction for any action to interpret or enforce this Agreement shall be Portland, Oregon.

7.6 Attorney Fees. In the event of any suit, action or arbitration to interpret or enforce this Agreement, the prevailing party shall be entitled to its attorney fees, costs, and out-of-pocket expenses, at trial and on appeal.

7.7 Mediation. In the case of any dispute arising under this Agreement which cannot be settled by reasonable discussion, the parties agree that, prior to commencing any proceeding, they will first engage the services of a professional mediator agreed upon by the parties and attempt in good faith to resolve the dispute through confidential nonbinding mediation. Each party shall bear one-half (1/2) of the mediator’s fees and expenses and shall pay all of its own attorneys’ fees and expenses related to the mediation. This Section 7.6 shall not apply to any action to enforce Executive’s obligations under Article VI.

7.8 Severability. The provisions of this Agreement are severable. The parties agree that any provision of this Agreement or its application that is held invalid shall be modified as necessary to render it valid and enforceable. If any provision of this Agreement or its application is held invalid and cannot be modified to render it valid and enforceable, the invalidity shall not affect other obligations, provisions, or applications of this Agreement which can be given effect without the invalid provisions or applications.

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7.9 Waivers. The failure of either party to demand strict performance of any provision of this Agreement shall not constitute a waiver of any provision, term, covenant, or condition of this Agreement or of the right to demand strict performance in the future.

7.10 Modification. This Agreement may not be and shall not be modified or amended except by written instrument signed by the parties hereto.

7.11 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written understandings, statements, representations or promises with respect to its subject matter. This Agreement was the subject of negotiation between the parties and, therefore, the parties agree that the rule of construction requiring that the agreement be construed against the drafter shall not apply to the interpretation of this Agreement.

RICHARD A. ROMAN	NORTHWEST PIPE COMPANY
	By:
		William R. Tagmyer
Date: March 29, 2010		Chairman of the Board
	Date: March 29, 2010

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EX-10.2

Exhibit 10.2

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of the 29^th day of March, 2010 by and between Northwest Pipe Company, a corporation organized and existing under the laws of Oregon (the “Company”), and Richard A. Roman (“Indemnitee”).

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by the laws of Oregon;

WHEREAS, in view of the considerations set forth above, the Company desires that Indemnitee shall be indemnified by the Company as set forth herein.

NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth below.

1. Certain Definitions.

“Board” shall mean the Board of Directors of the Company.

“Expenses” shall mean any expense, liability, or loss, including reasonable attorneys’ fees, judgments, fines, excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, any national, provincial, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, and all other costs and obligations, paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in any Proceeding relating to any Indemnifiable Event.

“Indemnifiable Event” shall mean any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or officer of the Company, or while a director or officer is or was serving at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent of the Company, as described above.

“Proceeding” shall mean any threatened, pending, or completed action, suit, or proceeding (including an action by or in the right of the Company), or any inquiry, hearing, or investigation, whether conducted by the Company or any other party that Indemnitee in good faith believes might lead to the institution of any such action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other.

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“Reviewing Party” shall mean any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board who is not a party to the particular Proceeding with respect to which Indemnitee is seeking indemnification.

2. Agreement to Indemnify.

(a) General Agreement. In the event Indemnitee was, is, or becomes a party to, or witness or other participant in, or is threatened to be made a party to, or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by the laws of Oregon, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto).

(b) Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under Section 4.

(c) Expense Advances. If so requested by Indemnitee, the Company shall advance (within ten (10) business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that Indemnitee first furnishes the Company with: (i) a written affirmation of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct described in the Oregon Business Corporation Act or is entitled to be indemnified by the Company under any other indemnification rights granted by the Company to such Indemnitee; and (ii) a written undertaking to repay such advance to the extent it is ultimately determined by a court that Indemnitee is not entitled to be indemnified by the Company under the Company’s Articles of Incorporation or under any other indemnification rights granted by the Company to such person. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 3, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

(d) Mandatory Indemnification. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

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(e) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

3. Indemnification Process and Appeal.

(a) Indemnification Payment. Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law.

(b) Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within thirty (30) days after making a demand in accordance with Section 3(a), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court of competent jurisdiction in Oregon seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not challenged by the Indemnitee shall be binding on the Company and Indemnitee. The remedy provided for in this Section 3 shall be in addition to any other remedies available to Indemnitee at law or in equity.

(c) Defense to Indemnification, Burden of Proof, and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the Company) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company (including its Board) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or the Company (including its Board) that Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. For purposes of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

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4. Indemnification for Expenses Incurred in Enforcing Rights. The Company shall indemnify Indemnitee against any and all Expenses that are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or under applicable law or the Company’s Articles of Incorporation and Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events.

5. Notification and Defense of Proceeding.

(a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve the Company from any liability that it may have to Indemnitee, except as provided in Section 5(c).

(b) Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement, or otherwise, for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s sole expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) counsel for Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of such Proceeding within thirty (30) days, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii) and (iii) above.

(c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent, such consent not to be unreasonably withheld or delayed. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. The Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; the Company’s liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement as provided in Section 5(b) hereof.

6. Non-Exclusivity. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s Articles of Incorporation and Bylaws, applicable law, or otherwise; provided, however, that this Agreement shall supersede any prior indemnification agreement between the Company and Indemnitee. To the extent that a change in

4 – INDEMNIFICATION AGREEMENT (Richard A. Roman)

applicable law (whether by statute or judicial decision) permits greater indemnification than would be afforded currently under the Company’s Articles of Incorporation and Bylaws, applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy, by this Agreement, the greater benefits so afforded by such change.

7. Liability Insurance. To the extent the Company obtains an insurance policy or policies providing general and/or directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage provided for any Company director or officer.

8. Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

9. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

10. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Articles of Incorporation and Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

11. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though he or she may have ceased to serve in such capacity at the time of any Proceeding.

12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Oregon.

5 – INDEMNIFICATION AGREEMENT (Richard A. Roman)

13. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed or faxed if delivered personally or mailed by registered or certified mail (postage prepaid, return receipt requested) or faxed to the parties at the following addresses (or at such other address for a party as shall be specified by like notice, except that notices after the giving of which there is a designated period within which to perform an act and notices of changes of address shall be effective only upon receipt):

To the Company:

Northwest Pipe Company

5721 SE Columbia Way, Suite 200

Vancouver, WA 98661

Attn: Chief Executive Officer

Fax: (360) 397-8368

To Indemnitee: To the address listed on the signature page below.

Notice of change of address shall be effective only when done in accordance with this Section 13.

14. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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6 – INDEMNIFICATION AGREEMENT (Richard A. Roman)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first written above.

NORTHWEST PIPE COMPANY
By:
	William R. Tagmyer
	Chairman of the Board
Date: March 29, 2010

Richard A. Roman

Address:

Phone No.:

Fax No.:

7 – INDEMNIFICATION AGREEMENT (Richard A. Roman)

EX-99.1

Exhibit 99.1

PRESS RELEASE APRIL 2, 2010

NORTHWEST PIPE APPOINTS RICHARD A. ROMAN CHIEF

EXECUTIVE OFFICER;

BRIAN W. DUNHAM CONTINUES AS PRESIDENT

Vancouver, WA, April 2, 2010…Northwest Pipe Company (NASDAQ: NWPX) today announced that the Board of Directors has accepted Brian Dunham’s resignation as Chief Executive Officer, and appointed Richard A. Roman to serve as Chief Executive Officer of the Company. Mr. Roman has been a member of the Company’s Board of Directors since 2003, and remains on the Board. Mr. Dunham will continue to serve as President and as a member of the Board of Directors.

Mr. Roman joins the Company from Columbia Ventures Corporation (CVC), where he has been President since 2002. CVC is a private investment company with significant holdings in the United States and Europe. During more than 17 years at CVC, Mr. Roman has served in a variety of capacities including Chief Operating Officer and Chief Financial Officer. Prior to joining CVC in 1992, Mr. Roman was a partner at the independent accounting firm of Coopers & Lybrand.

Mr. Roman has served on the Audit Committee of the Board, which, as has been previously disclosed, is conducting, with the assistance of independent professionals, an ongoing internal investigation of certain accounting matters, including certain revenue recognition practices. As CEO, Mr. Roman’s initial primary focus will be on achieving a resolution of these issues.

“I believe this change is in the best interests of the Company as we continue through our investigation of accounting matters” said William R. Tagmyer, Chairman of the Board. “This investigation has placed significant demands on the Company and Rich Roman’s addition will help bring these issues to resolution. It is important during this period to maintain and strengthen our focus on our operations and opportunities. As President, Brian Dunham’s time and energy will be concentrated on the day to day operations of the Company.”

About Northwest Pipe Company

Northwest Pipe Company manufactures welded steel pipe and other products in two business groups. Its Water Transmission Group is the leading supplier of large diameter, high-pressure steel pipe products that are used primarily for water infrastructure in North America. Its Tubular Products Group manufactures smaller diameter steel pipe for a wide range of applications including construction, agricultural, energy, traffic and other commercial and industrial uses. The Company is headquartered in Vancouver, Washington and has manufacturing operations in the United States, Mexico, and Indonesia.

Forward-Looking Statements

This press release includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as expects, anticipates, intends, plans, believes, sees, estimates and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements reflect management’s current views and estimates of future economic and market circumstances, industry conditions, Company performance and financial results. Actual results could vary materially from the description contained herein due to many factors, including the completion of the Audit Committee’s investigation, the completion of any additional accounting work required as a result of the Audit Committee’s investigation, the completion of the Company’s consolidated financial statements for the quarter ended September 30, 2009 and for the year ended December 31, 2009, the completion of the quarterly review and annual audit, respectively, of such financial statements by the Company’s independent registered public accountants, the risks related to the continuation of the Company’s inability to file required reports with the Securities and Exchange Commission, continued poor or further weakened domestic or international economic conditions, risks related to project delays, risks related to changes in bidding activity, market demand, operating efficiencies, availability and price of raw materials, availability and market acceptance of new products, product pricing, competitive environment, and other risks described from time to time in the Company’s reports to the Securities and Exchange Commission. The forward-looking statements we make today speak only as of today and we do not undertake any obligation to update any such statements to reflect events or circumstances occurring after today.

CONTACT:	Stephanie Welty, Chief Financial Officer
	360-397-6323