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): May 14, 2009

Northrim BanCorp, Inc.

(Exact name of registrant as specified in its charter)

Alaska
(State or other jurisdiction of incorporation)

0-33501	92-0175752
(Commission File Number)	(IRS Employer Identification No.)

3111 C Street
Anchorage, AK 99503
(Address of principal executive offices) (Zip Code)

(907) 562-0062
(Registrant’s telephone number, including area code)

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:

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

FORM 8-K
NORTHRIM BANCORP, INC.
Anchorage, Alaska

May 20, 2009

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

(e) The Board of Directors of Northrim Bank (the “Bank”), a wholly owned subsidiary of Northrim BanCorp, Inc. (the “Company”), duly approved and adopted the amendment to the Bank’s Executive Incentive Plan, originally effective as of November 3, 1994, and amended effective as of May 14, 2009, providing for the conditions set forth by the Compensation Committee that must be met prior to the payment of any criteria based awards to the Bank’s senior and executive officers.

As amended effective May 14, 2009, the Conditions Precedent under the Bank’s Executive Incentive Plan specifies that, in the opinion of the Compensation Committee, the Company’s operations support the payment of bonus compensation to it senior officers and that consolidated net income exceeds a minimum 1.0% Return on Average Assets in order for any performance criteria award to be paid to an executive officer.

The Northrim Bank Executive Incentive Plan originally effective as of November 3, 1994 and amended effective as of May 14, 2009 is attached hereto as Exhibit 10.29.

Item 9.01 Financial Statements and Exhibits

(a)	Financial statements — not applicable.
(b)	Proforma financial information — not applicable.

(c)	EXHIBIT	DESCRIPTION
	10.29	Northrim Bank Executive Incentive Plan

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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.

	NORTHRIM BANCORP, INC.
Date: May 20, 2009	By:	/s/ Joseph M. Schierhorn
		Joseph M. Schierhorn
		Executive Vice President & CFO

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EX-10.29

EXHIBIT 10.29

NORTHRIM BANK
EXECUTIVE INCENTIVE PLAN

Originally Effective as of
November 3, 1994

Amended Effective as of
May 14, 2009

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NORTHRIM BANK ANNUAL
EXECUTIVE INCENTIVE PLAN

TYPE OF PLAN

Criteria Incentive Plan

PLAN YEAR

January 1 — December 31

PLAN ADMINISTRATION

The plan will be administered by the Compensation Committee (“Committee”) of the Board of Directors of Northrim Bank (“Bank”).

PLAN PARTICIPATION

Participation in the plan is limited to members of management whose performance has a significant impact on the success of the Bank.

Participants in the Executive Incentive Plan (“Plan”) must be recommended by the Chairman of the Board or President and approved by the Committee prior to each plan year.

The minimum factors to be used in evaluating and recommending individuals for Plan participation are as follows:

• Head of a department or equivalent responsibilities.

• Significant impact on the bottom line of the Bank.

• Management responsibility.

• Record of superior performance and initiative to surpass expectation.

• This is an earned benefit and will not necessarily be made to newly hired or promoted managers who might otherwise be qualified for plan inclusion.

CONDITIONS PRECEDENT

The following conditions must be met prior to the payment of any criteria based award:

• In the sole opinion of the Committee, the Company’s operations support the payment of bonus compensation to its senior officers.

• Consolidated net income should exceed a minimum 1.0% Return on Average Assets (ROA) in order for any Performance Criteria Award to be paid to an Executive Officer.

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INCENTIVE AWARD AMOUNTS

Each Plan participant will be assigned an incentive award amount established as a percent of their base salary. Base salary is the annual salary in effect at the close of the plan year, prior to any deductions, such as for 401(K), salary deferral, etc. Award amounts will be based on the participants’ officer title and their corresponding level of responsibilities.

There will be three tiers of incentive award amounts as follows:

TIER 1

     Participants: President and Chairman.

Minimum	Target	Maximum
20% Award	40% Award	50% Award

TIER 2

     Participants: Executive Officers

Minimum	Target	Maximum
15% Award	30% Award	40% Award

TIER 3

     Participants: Senior Vice Presidents and Other Participants

Minimum	Target	Maximum
10% Award	25% Award	35% Award

The listed award amounts are earned by the Plan participants at the completion of the plan year, if the performance standards achieved for the criteria are met by the Bank. If the Bank fails to meet the minimum criteria standards listed, then no award amounts would be made for those criteria for the plan year. Individual performance measures may be instituted in certain cases and would be in addition to the Bank-wide criteria.

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PERFORMANCE CRITERIA AND STANDARDS

Before any incentive award amounts are awarded, the Bank must meet certain criteria and standards of performance.

Plan criteria and standards will undergo an annual review by the Compensation Committee upon adoption of the annual business plan, to ensure their effectiveness in supporting the strategic plan of the Bank and maximizing shareholder returns.

The performance standards for each criterion may be weighed to reflect their specific value at the various award levels. Standards are assumed to be equally weighted unless the Committee establishes otherwise.

Awards are earned when the performance standards set for each criterion are met or exceeded at the various award levels.

For example, let us assume that Participant X earns $60,000 a year and is in Tier 3 for award amount percentages. Additionally, let us also assume that for Performance Year 20XX the Bank had an ROE of 11%, an ROA of 1.2%, net income achieved 80% of budget, had balance sheet growth of 20% over the preceding year, asset quality was equal to peer and reserves were 21% of deposits.

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Participant X’s incentive award for Performance Year 20XX would be calculated as follows:

	20XX			Award					Award					20XX
Criteria	Results			Level		Award %			Weight			Salary		Award
ROE		11.0	%	Minimum			5	%		x 20	%		x 60,000		= $600.00
ROA		1.2	%	Target			15	%		x 20	%		x 60,000		= 1, 800.00
Net Income		80.0	%		—		—			x 20	%		x 60,000		= —
Growth		10.0	%	Maximum			25	%		x 20	%		x 60,000		= 3,000.00
Safety & Soundness		100.00	%	Minimum			5	%		x 20	%		x 60,000		= 600.00
										100	%			$	6,000.00

PAYMENT OF AWARDS

Any earned award amounts will be paid in cash upon completion of the CPA audit for the plan year and Committee approval.

Awards can only be paid if the Bank meets or exceeds the “adequately capitalized” risk based capital standards at year-end. If the Bank is not in compliance, cash awards will be deferred until such time as capital has been restored to those standards.

INCENTIVE AWARD LIMITATIONS

The total payment made to Plan participants for any plan year shall be the lesser of (i) the total awards that would have been paid to participants based on the achievement of the target standards for all criteria listed in the Plan and the accompanying percentage of salary awards, or (ii) 10% of net income after tax, including the Bank’s mandatory 401(k) match but excluding any awards paid as part of this plan, or discretionary 401(k) matches.

If the funding in any plan year is limited to the 10% of net income figure, then individual participant awards will be based on the following ratio:

• The individual’s award if no restriction existed

• / (divide) the total awards if no restrictions existed

• * (multiply) 10% of net income after tax calculated in (ii) above

Example:

Participant X would have received a target bonus for plan year 20XX of $20,000. However, due to the fact that 10% of net income after tax ($78, 684) was less than the targeted amount that would have been paid to all participants ($187,000), Participant X’s award would be limited to:

$20,000 / $187, 000 * $78, 684 = $8, 415

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Deferred Payment

Each participant shall have an opportunity to defer receipt of an award pursuant to the terms and conditions of the Northrim Bank Deferred Compensation Plan.

DISCRETIONARY AWARDS

The Chairman or President of the Bank may recommend to the Committee any other member of the organization for a discretionary award to recognize superior accomplishments. This could include payments to newly promoted or hired senior managers who would normally be included in the Plan, but who have been with the Bank less than one year.

APPLICABLE LAW

This Executive Incentive Plan is adopted by the Bank in the State of Alaska, and is to be construed and interpreted in accordance with the laws of the State of Alaska.

NORTHRIM BANK
By:	R. Marc Langland
	Its: President

Adopted by the Board of Directors of Northrim Bank on November 3, 1994.
Adopted by the Board of Directors of Northrim Bank as Amended on May 14, 2009.

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