TIMBERLAND BANCORP INC: Change of Directors or Principal Officers, Financial Statements and Schedules (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives

(e) Compensatory provisions for certain executives – Employment contract

On May 24, 2022, Timberland Bancorp, Inc. (the “Company”) subsidiary of a financial institution, Timberland Bank (“Bank”), entered into an employment contract with Dean J. Brydon, President and Chief Financial Officer of the Company and the Bank. The material conditions of At Mr. Brydon’s Employment Agreement (sometimes referred to in this summary as the “Agreement”) are summarized below and a copy of the Agreement is provided and attached hereto as Exhibit 10.1 and is incorporated herein by reference.

At Mr. Brydon’s employment contract entered into force on May 24, 2022, and provides for an initial term of three years, provided the agreement has not been terminated earlier by either party. On each birthday beginning on May 24, 2023the term of the agreement will be extended for an additional year unless notice is given by the Board of Directors of the Bank (the “Board”) to Mr. Brydon, at least 90 days before the end of the then three-year period, that the agreement will not be extended. This extension is subject to the approval of the Board of Directors or a Committee of the Board of Directors.

As part of the employment contract, At Mr. Brydon’s annual base salary is his salary in effect on the effective date. This amount may be increased at the discretion of the Board or an authorized committee of the Board or the (“Committee”). At Mr. Brydon’s the annual base salary will be reviewed annually and adjusted from time to time to reflect amounts approved by the Board or the Committee.

Mr. Brydon is eligible to participate equitably with all other senior officers of the Company and the Bank in performance-based and discretionary bonuses, if any, as authorized and declared by the Board of Directors or the senior management committee.

Mr. Brydon may also participate, to the same extent as members of senior management of the Bank generally, in all Bank plans relating to pension, retirement, savings, profit sharing, savings, group or other life insurance, hospitalization, medical and dental coverage, travel and accident insurance, education, cash bonuses and other employee or retirement benefits or combination of these. In addition, Mr. Brydon is entitled to be considered for benefits under all stock and stock option plans in which senior officers of the Company or the Bank are eligible or become eligible to participate .

The contract can be terminated by Mr. Brydon if he is assigned duties incompatible with his initial position, duties and responsibilities, or upon the occurrence of certain events, all as described in the definition of “involuntary termination” of the agreement. Whether At Mr. Brydon’s employment is terminated by the Council without cause or upon voluntary termination following the occurrence of an event described in the preceding sentence (either being considered an “involuntary termination”), then the Bank would be required to (1) continue to pay Mr. Brydon his salary then in effect for the remaining term of the agreement; and (2) continue to provide Mr. Brydon for the remaining term of the agreement, various group benefits, such as group life insurance, hospitalization, medical, dental, prescription drug and other medical benefits and disability insurance for long-term (if applicable) for the benefit of Mr. Brydon and his heirs if Mr. Brydon had not suffered involuntary dismissal.

The employment contract also provides for severance pay and other benefits if Mr. Brydon is involuntarily terminated as a result of a “change of control” (as defined in the employment contract). In the event of an involuntary termination of employment following a change of control (as described above), the Company and the Bank would be jointly obligated to (1) pay Mr. Brydon a cash lump sum equal to 299% of its “Base Amount”, as determined under Code Section 280G

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Revenue Code (“Code”) determined at the effective time of the Change of Control Event (generally, “Base Amount” means the average of At Mr. Brydon’s the Bank’s inclusive remuneration during the 5-year period ending in the year preceding the year in which the change of control event occurs), except that for the purposes of determining the “amount of basis”, the amount attributable to share awards will be excluded; and (2) continue to provide Mr. Brydon with various group benefits, such as health, dental and long-term disability insurance, during the term of the agreement. The agreement further provides that if At Mr. Brydon’s payments made under a change of control would trigger the deduction limits and excise tax requirements of Sections 280G of the Internal Revenue Code (the “golden parachute limits”), then it will receive the “reduced amount”. The “reduced amount” is generally the amount that can be paid without any amount exceeding the Golden Parachute limits.

The provisions of this agreement are also subject to the Company’s clawback policy.

The agreement also includes a non-competition clause which limits Mr. Brydonother than in connection with involuntary termination, for a period of six months from the termination of the agreement, in any capacity whatsoever, to engage in any banking, lending or financial services activity in any Count Washington in which the Bank has offices or conducts business at the time of termination. The agreement also restricts Mr. Brydon solicit customers, suppliers and employees of the Bank. In the event of a breach of the non-competition clause, all payments and benefits to Mr. Brydon will cease.

The agreement also includes confidentiality restrictions.

The foregoing description of the Contract of Employment does not purport to be complete and is qualified in its entirety by reference to the Form of Contract of Employment, a copy of which is provided as Exhibit 10.1 and is incorporated herein by reference.

Section 9.01. Financial statements and supporting documents

(d) Exhibits

The following parts are provided herewith and this list will constitute the parts index:

10.1 Employment contract with Dean J. Brydon 104 Cover page interactive data file (embedded in Inline XBRL document)


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