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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