This Agreement is made and entered into as of March 11, 2006, by and between Bank of
Marin, a California corporation (the "Company") and W. Robert Griswold, Jr. (hereinafter referred
to as "Consultant").
Consultant has, by reason of his many years of experience in the banking business and
particularly in the banking business in Marin County, California and through his employment with the
Company, acquired a unique and valuable knowledge of the business of the Company.
The Company wishes to engage Consultant's expertise in order to facilitate the future growth
and prosperity of the Company.
Consultant is desirous of making his expertise available to the Company on the terms set
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual
covenants contained herein, and for other good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:
1. Effectiveness . This Agreement has been executed in connection with the
Retirement Agreement and Release of even date herewith between the Company and Consultant,
and the effectiveness of this Agreement is subject to the fulfillment by the parties' of their
obligations under the Retirement Agreement and Release.
2. Duties . The Company retains Consultant and Consultant agrees to render
reasonable bank related services to the Company to the best of his ability, upon and subject to the
terms and conditions set forth herein. Consultant shall render such consulting services to the
Company as are requested by the Company from time to time during the Consultation Period, as
defined in Section 4 below. Consultant shall have no obligation to render any consulting services to
the Company unless requested pursuant to this Agreement. Consultant will devote his utmost skill
and knowledge to the performance of consulting duties to the extent requested to provide