Employment Agreement between HomeStreet, Inc. and Mark R. Ruh dated September 11, 2017

This executive employment agreement (“Agreement”), effective September 11, 2017 (the “Effective Date”), is between Home Street, Inc. HomeStreet Bank (“Bank”) and its affiliate or subsidiary organizations and its successors and assigns (collectively, the “Company”) and Mark Ruh (“Executive”) (collectively, the “Parties”). In consideration of the foregoing promises and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and Executive hereby agree to enter into an employment relationship in accordance with the terms and conditions set forth below. Capitalized terms have the meanings given to them in this Agreement or in the respective document referred to herein. In the event of a conflict between provisions of various documents, the terms of this Agreement control.

The Company will employ Executive, and Executive will accept employment as the Executive Vice President, Chief Financial Officer and report to the Chief Executive Officer of HomeStreet Bank or his/her designee. Executive will perform the duties of his/her position or such other position assigned to his/her from time to time and will devote his/her full time and attention to achieving the purposes and discharging the responsibilities afforded the positions, and such other duties as may be assigned by the Company, which relate to the business of the Company and are reasonably consistent with Executive’s position. During Executive’s employment, Executive will not engage in any business activity that, in the reasonable judgment of the Chief Executive Officer, conflicts with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit or other advantage. Executive will comply with Company policies, standards, guidelines, and, procedures, and all applicable laws and regulations.

This Agreement shall commence on the Effective Date and continue for an initial term of three (3) years (“Initial Term”) unless sooner terminated as set forth in Section III. Either party may elect to terminate this Agreement or Executive’s employment at the end of the Initial Term by providing notice to the other party at least sixty (60) days prior to the end of the term. This Agreement shall automatically renew for a one year term absent notice from either party to terminate or absent mutual agreement. Notwithstanding any termination of this Agreement or Executive’s employment, the Executive shall remain subject to the restrictions in Section IV of this Agreement.

The Company agrees to pay to Executive and Executive agrees to accept in exchange for the services rendered hereunder the following compensation and benefits:

Executive’s compensation shall consist of an annual base salary (the “Salary”) of no less than $315,000 annually (equivalent to $26,250 per month), payable in accordance with the payroll practices of the Company.

The Company shall establish a performance-based, target incentive bonus under the terms of the Company’s incentive bonus compensation plan in effect from time to time, pursuant to which Executive may receive, based on completion of objectives, a target of 45% of Executive’s Salary (“Target Incentive Payment”), less required withholding and authorized deductions. The maximum incentive bonus shall be 67.5% of Executive’s Salary. The Chief Executive Officer or his designee shall establish the individual performance objectives. The Chief Executive Officer, or his designee, shall reasonably determine the extent to which the Target Incentive Payment has been earned and shall ensure that the Target Incentive Payment complies with Sound Incentive Compensation Planning Guidelines and other regulations or restrictions applicable to financial institutions.

Subject to approval of the Company’s Board of Directors (or the Human Resources and Corporate Governance Committee), Executive will be awarded a one-time equity grant with a fair market value of $100,000 (or as close to this value as can be achieved based on individual share price) effective on or around September 11, 2017. The equity interests herein will be awarded in the form of restricted stock units that shall vest ratably over three (3) years. Executive will also be eligible to receive an annual equity grant beginning January of 2018. This equity grant for 2018 will be calculated based on 45% of base salary. One half of the equity interests herein will be awarded in the form of restricted stock units that shall vest ratably each year of the three years of the Initial Term (or as otherwise specified in Section III.D. of this Agreement). The remainder of the equity interest awarded herein shall be considered performance share units that will vest in accordance with the terms of the applicable plan. Subsequent to 2018, grants will be awarded to the Executive consistent with the Equity Plans in place at that time and with appropriate market compensation levels. Executive may be awarded additional stock options or restricted stock at the discretion of the Human Resources and Corporate Governance Committee of the Company’s Board and consistent with similarly situated executives and any stock plans or agreements in place at that time.

The Company will reimburse Executive for relocation costs as outlined in Exhibit ‘C’ upon Executive providing invoices or receipts to the Company. It will be considered an advance that is earned pro rata over the first two years of your employment. In that regard, the relocation assistance reimbursement will be subject to a pro-rata repayment in the event you voluntarily leave the Bank or are terminated for Cause (as defined in Section E (1) of this Agreement) within two years of the Effective Date. Repayment will be calculated based on the number of whole months that termination occurs prior to the second anniversary of the Effective Date divided by twenty-four. By signing below, Executive authorizes the Company to deduct any amount of the relocation owed pursuant to this pro rata repayment obligation from any amount that the Company owes to Executive, including from the final paycheck to the extent permitted by applicable law. Executive will be obligated to repay any amounts due to the Company in the event the final paycheck is insufficient to cover the full repayment obligation hereunder. Executive is anticipated to be re-located from California to Washington (the Puget Sound area) by September, 2018.

Executive shall be eligible to participate, subject to and in accordance with applicable eligibility requirements, in such benefit programs as are provided to the Bank’s employees, which may include, at a minimum, free personal banking and premium checking with automatic payroll deposit and reduced closing costs on mortgage loans, sick leave, basic health, life and disability insurance. Executive shall be provided four (4) weeks of vacation per year of employment, earned and available for use consistent with Company and Bank policies, including any maximum accrual limits. The Bank shall provide Executive paid parking and paid membership to the Washington Athletic Club.

Executive shall be reimbursed for all reasonable out-of-pocket expenses actually incurred by Executive in the conduct of the business of the Company, provided that Executive that such expenses are consistent with Company business expense policies and Executive submits appropriate supporting documentation for all such expenses to the Company on a timely basis in accordance with the policies of the Company and the Bank, effective as such on the date such expenses are incurred.

Prior to the end of the term identified in Section I.B., this Agreement and Executive’s employment may be terminated by the Company or the Bank for Cause (as defined below), or without Cause or by Executive for Good Reason (as defined below) or without Good Reason or upon the Executive’s death or Total Disability. The effect of a termination by non-renewal of the Agreement initiated by either party shall be the same as set forth in Section III.C. Except where a specific notice procedure is described herein, the Company or Executive shall provide the other party at least thirty (30) days’ notice of any termination (or 30 days of pay in lieu of notice). Upon any termination of employment, Executive shall be entitled to receive payments or benefits as described in this Agreement.

This Agreement and Executive’s employment hereunder shall terminate automatically upon the death or Total Disability of Executive. “Total Disability” shall have the same meaning as defined in the Company’s long-term disability plan or policy. Termination hereunder shall be deemed to be effective (a) upon Executive’s death or (b) immediately upon the sooner to occur of a determination by the Company’s long-term disability insurance carrier or Executive’s primary care physician that Executive is disabled and eligible for long-term disability benefits. Executive shall receive the following benefits on termination of employment for Death or Disability:

(1)    Executive’s earned but unpaid Salary through the effective date of the termination.

(2)    Subject to the provisions of the Company’s incentive bonus compensation plan in effect from time to time, any earned but unpaid incentive compensation, including incentive compensation earned in the previous year but not yet paid.

(3)    Accrued but unused vacation pay consistent with the Company’s vacation policy.

(4)    Reimbursable business expenses for activities prior to the effective date of termination.

(5)    Any vested equity grants shall remain exercisable for a period of six months after death as provided under the terms of any grant or plan.

(6)    In the event of Total Disability, in order to receive the benefits described herein that Executive is not otherwise entitled to receive, no later than sixty (60) days after termination of employment, the Company and Executive must execute a general release agreement (“Release”) in order to receive the benefits. The Release will be effective upon completion of the payments due to Executive. Executive must also remain in substantial and continued compliance with the terms of Section IV of this Agreement.

(7)    In the event of death, all payments shall be made to the person or persons identified as the Executive’s beneficiary for any Company-sponsored life insurance.

If the Company terminates Executive’s employment with Cause or Executive resigns without Good Reason, the Company shall provide Executive compensation and benefits as follows:

(1)    Payment of Executive’s earned but unpaid Salary through the effective date of termination.

(2)    Payment of the value of Executive’s earned but unused vacation consistent with Company policy that applies to all employees.

(3)     Reimbursement of all reasonable business expenses incurred for activities prior to the Effective Date of termination.

(4)    Any vested equity grants shall remain exercisable for a period of 90 days after termination under the terms of any grant or plan.

Other than in the case of a Change in Control as defined in the Executive Change In Control Agreement referred to in Section J below, if the Company or Bank terminates Executive’s employment without Cause or Executive terminates his/her employment for Good Reason, then Executive shall be entitled to receive the following termination payments:

(1)    As severance pay, an amount equal to two times (a) Executive’s Salary and (b) two times the greater of Executive last incentive bonus or the then-current year Target Incentive Payment. The payment hereunder will be paid in 36 equal installments in conjunction with Company’s regular

pay periods commencing with the pay period following the Effective Date of the Company’s release agreement identified below, provided, however the payment may be delayed as required to avoid additional tax for a “specified employee” under Section 409A as stated in Section VI.G.

(2)    Executive’s earned but unpaid Salary, paid on the next regularly scheduled payroll date following the date on which Executive’s employment terminated.

(3)    Any earned but unpaid incentive compensation, including incentive compensation earned in the prior year but not yet paid.

(4)     The value of Executive’s accrued but unused vacation, consistent with the Company’s vacation policy applicable to all employees.

(5)    Reimbursement of all reasonable business expenses incurred for activities prior to the effective date of termination.

(6)    All of Executive’s unvested equity grants shall vest immediately and remain exercisable consistent with any such grant or applicable plan.

(7)    In order to receive the benefits described herein that Executive is not otherwise entitled to receive, no later than sixty (60) days after termination of employment, the Company and Executive must execute the Company’s general release agreement in order to receive the benefits. Executive must also remain in substantial and continued compliance with the terms of Section IV of this Agreement.

Wherever reference is made in this Agreement to termination being with or without Cause, “Cause” shall mean the occurrence of one or more of the following events:

(a)    the continued failure of the Executive to perform his/her duties;

(b)    the engaging by the Executive in illegal conduct, fraud, or gross misconduct which in the reasonable judgment of the Company is materially injurious to the Company;

(c)    the Executive’s conviction or plea of guilty or nolo contendere to the charge of commission of a criminal offense (other than a minor traffic charge);

(d)    the Executive’s breach of a regulatory rule that in the reasonable judgment of the Company materially and adversely affects the Executive’s ability to perform the Executive’s principal employment duties for the Company and its affiliates; or

(e)    prior to a termination for Cause under subsection (a) above, Employer shall provide Executive 30-day prior written notice of the claimed basis for the possible “Cause” termination and an opportunity for Executive to cure any defect or deficiency on his/her performance.

For the purposes of this Agreement, “Good Reason” shall mean that Executive, without his/her consent, has experienced one of the following events or circumstances:

(a)    a change in the Executive’s duties which represents a material adverse change from those in effect immediately prior to such change;

(b)    a material decrease in the Executive’s annual Salary or elimination or reduction of any material benefit that HomeStreet otherwise provides to its executives of similar rank (except those changes to any benefit or benefit program implemented for all Company employees who participate in such benefits or programs or that may be required by law) without his/her prior written agreement;

(c)     subsequent to Executive’s relocation to Seattle, any additional relocation of Executive’s principal place of employment to a location that increases the Executive’s commute from his/her primary residence by more than 30 miles one way;

(d)    any other action or inaction that constitutes a material breach of the terms of the Agreement by the Company; or

(e)    to comply with Section 409A of the Code, the Executive’s termination of employment will not be for Good Reason unless (i) Executive notifies the Company in writing of the existence of the condition which Executive believes constitutes Good Reason within sixty (60) days of the initial existence of such condition (which notice specifically identifies such condition), and (ii) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “Remedial Period”) whereupon Executive’s employment shall be deemed to be terminated for Good Reason upon failure of the Company to remedy. If Company attempts to cure, or disputes the existence of Good Reason, it shall provide documentary evidence thereof to Executive within the Remedial Period. Executive may elect to remain employed by Company and dispute any response by Company during the Remedial Period, without prejudice to the claim of Good Reason, by invoking the provisions of Article VI.I. If Executive terminates employment before the expiration of the Remedial Period or after the Company remedies the condition (even if within the end of the Remedial Period), then Executive’s termination will not be considered to be for Good Reason. Even where the parties dispute the existence of Good Reason and Executive invokes a dispute resolution process, Executive’s “separation from service” must occur no later than six months following the initial existence of the circumstances giving rise to Good Reason.

Executive recognizes that the Company’s business and continued success depend upon the use and protection of confidential information and proprietary information, and therefore Executive is subject to, and this Agreement is conditioned on agreement to, the terms of the Confidentiality and Nonsolicitation Agreement (the “Confidentiality Agreement”) substantially in the form attached hereto as Exhibit ‘A’ entered into by Executive and the terms of the Confidentiality Agreement shall survive the termination of Executive’s employment with the Company or a Successor Employer for the period identified in the Confidentiality unless otherwise required by law.

This Agreement is personal to Executive and shall not be assignable by Executive. The Company may assign its rights hereunder to (a) any other corporation resulting from any merger, consolidation or other reorganization to which the Company is a party; (b) any other corporation, partnership, association or other person to which the Company may transfer all or substantially all of the assets and business of the Company existing at such time; or (c) any subsidiary, parent or other affiliate of the Company (“Successor Employer”). All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, or consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and Executive, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by the Company and Executive.

Except as specified below, this Agreement, on and as of the date hereof, constitutes the entire agreement between the Company and Executive with respect to the subject matter hereof. To the extent any agreement, plan or policy of the Company is inconsistent with this Agreement, the provisions of this Agreement shall prevail and control and such other agreement, plan or policy will be construed by Company to be consistent with this Agreement and, if that is not possible, the other agreement, plan or policy shall be modified as to Executive to be in conformance with this Agreement

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any regulatory action, applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability, regardless of the reason therefor shall not affect any other provision of this Agreement or any action in any other jurisdiction, or the obligation of any other entity to this Agreement. If either entity to this Agreement is determined by any regulatory authority or court

not to be able to perform its obligation(s) to Executive or not to have the authority to enter into this Agreement, then the other entity shall be liable therefor.

Notwithstanding any provision to the contrary in this Agreement, no payment of any type or amount of compensation or benefits shall be made or owed by Company to Executive pursuant to this Agreement or otherwise if payment of such type or amount is prohibited by, is not permitted under, or has not received any required approval under, any applicable governmental statute, regulation, rule, order (including any cease and desist order), determination, opinion, or similar provision whether now in existence or hereafter adopted or imposed, including without limitation, by or under (i) any provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and regulations promulgated thereunder, (ii) any governmental provisions relating to indemnification by Company or an affiliate, including without limitation any applicable prohibitions or restrictions on depository institutions and their affiliates set forth in 12 USC 1828(k) or in 12 CFR Part 359, or (iii) any governmental provisions relating to payment of golden parachutes or similar payments, including without limitation any prohibitions or restrictions on such payments by troubled institutions and companies and their affiliates set forth in 12 USC 1828(k) or in 12 CFR Part 359. In the event any payment to Executive is prohibited or otherwise restricted, (x) such payment shall, to the extent allowed by law, order or regulatory determination and not objected to by applicable banking or other regulatory agencies, be reinstated as an obligation of the obligor(s) without further action immediately upon the cessation of such prohibition or restriction, and (y) the Company shall use its best efforts to secure the consent, if any shall be required, of the FDIC or other applicable banking or other regulatory agencies to make such payments in the highest amount permissible, up to the amount provided for in this Agreement.

If any payment made to Executive hereunder or under any prior employment agreement or arrangement is required under any applicable governmental provision (including, without limitation, Dodd-Frank and regulations promulgated thereunder) to be paid back to Company, the Executive shall upon written demand from Company promptly pay such amount back to Company.

In the event that any payments or benefits provided or to be provided by the Company or the Bank to the Executive under this Agreement (“Covered Payments”) (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (b) but for this Section VI.F. would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then the Covered Payments shall be payable either: (i) in full, or (ii) an amount reduced to the minimum extent necessary to ensure that no portion of such Covered Payments is subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Any such reduction shall be made by the Company in its sole discretion consistent with the requirements of Section 409A of the Internal Revenue Code.

With respect to any payments or benefits hereunder that are subject to Code Section 409A and any official guidance and regulations issued thereunder (together “Code Section 409A”) and that are payable on account of Executive’s termination of employment, such payments shall only be made if such termination of employment constitutes a “separation from service” within the meaning of Code Section 409A. The Company may adjust any payment hereunder to avoid liability or obligation under Code Section 409A but such adjustments shall ensure that the payments are made in a manner that is as close to the terms of this Agreement as possible. Notwithstanding anything to the contrary contained in this Agreement, all reimbursements for costs and expenses under this Agreement will be paid in no event later than the end of the calendar year following the calendar year in which Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. In the event that the period for Executive to execute any required release and the Company’s obligation to pay any amount referenced in the section straddles two calendar years, the payment will be made in the later calendar year.

The Company and the Bank make no representations or warranties to Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Code Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from Executive or any other individual to the Company or any of its affiliates. Executive, by executing this Agreement, shall be deemed to have waived any claim against the Company and its affiliates with respect to any such tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder. However, the parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b) (4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b) (9) (iii), or otherwise. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits); the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. In addition, if Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting Executive to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six (6) month period immediately following Executive’s “separation from service” for reasons other than Executive’s death (except those payments that may be exempt from 409A by virtue of the short-term deferral exception to 409A) shall not be paid to Executive during such period, but shall instead be accumulated and paid to Executive in a lump sum on the first business day after the date that is six (6) months following Executive’s separation from service.

H.    No Mitigation/Offset

In order to receive severance benefits provided in this Agreement, Executive shall not be required to engage in mitigation activities or seek alternative employment, nor would any other compensation received by Executive serve as an offset agreement to the severance or other benefits provided in this Agreement.

I.    Disputes

(1)    In the event of a dispute or claim between Executive and the Company or the Bank related to Employee’s employment or termination of employment, all such disputes or claims will be resolved exclusively by confidential arbitration in accordance with the Employment Arbitration Rules of the American Arbitration Association (the “AAA”). This means that the parties agree to waive their rights to have such disputes or claims decided in court by a jury. Instead, such disputes or claims will be resolved by an impartial AAA arbitrator (or other mutually agreeable person) whose decision will be final.

(2)    The only disputes or claims that are not subject to arbitration are any claims by Executive for workers’ compensation or unemployment benefits, and any claim by Executive for benefits under an employee benefit plan that provides its own arbitration procedure. Also, Executive and Employer may seek injunctive relief in court in appropriate circumstances.

(3)    The arbitration procedure will afford Executive and Employer the full range of statutory remedies, based on the statutes of limitations that would apply to the specific claims asserted as if they were asserted in court. Employer will pay all costs that are unique to arbitration, except that the party who initiates arbitration will pay the filing fee charged by AAA. Executive and Employer shall be entitled to discovery sufficient to adequately arbitrate their claims, including access to essential documents and witnesses, as determined by the arbitrator and subject to limited judicial review. In order for any judicial review of the arbitrator’s decision to be successfully accomplished, the arbitrator will issue a written decision that will decide all issues submitted and will reveal the essential findings and conclusions on which the award is based. The substantially prevailing party will be entitled to reimbursement of attorneys’ fees and costs of the arbitration proceeding.

In conjunction with and as part of this Agreement, the parties will execute and enter into an Executive Change In Control Agreement substantially in the form of agreement attached hereto as Exhibit ‘B.’

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement effective on the date first set forth above