Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 31, 2022, Columbia Banking System, Inc., a Washington corporation
("Columbia"), Columbia State Bank, a Washington state-chartered commercial bank
and a wholly owned subsidiary of Columbia ("Columbia Bank"), and Clint E. Stein
(the "Executive") entered into an amendment to the Employment Agreement, dated
as of September 30, 2019 (the "Employment Agreement"), by and among Columbia,
Columbia Bank and the Executive, extending the term of the Employment Agreement,
which was set to expire on January 1, 2023. Pursuant to the amendment, the
Employment Agreement's term was extended to the earlier of (1) April 11, 2023
and (2) the date of commencement of the term of the Amended and Restated
Employment Agreement, dated as of October 11, 2021 (the "A&R Employment
Agreement"), by and among Columbia, Columbia Bank and Executive, entered into in
connection with the Agreement and Plan of Merger, dated as of October 11, 2021
(the "Merger Agreement"), by and among Columbia, Umpqua Holdings Corporation, an
Oregon corporation ("Umpqua"), and Cascade Merger Sub, Inc., a Delaware
corporation and a direct, wholly-owned subsidiary of Columbia. The term of the
A&R Employment Agreement is scheduled to commence upon the closing of the
proposed combination with Umpqua pursuant to the Merger Agreement.
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