AMENDED AND RESTATED
NORTHWEST SAVINGS BANK
NONQUALIFIED SUPPLEMENTAL RETIREMENT PLAN
Northwest Savings
Bank (“Bank”), has established the Northwest Savings
Bank Pension Plan as a defined benefit pension plan
(“Qualified Plan”) intended to be qualified under the
Internal Revenue Code of 1986, as amended (“Code”), for
the purpose of providing income to its employees during their
retirement from the service of the Bank.
Code
Sections 401(a)(17) and 415 reduce the pension otherwise
payable under the Qualified Plan to employees whose compensation
exceeds the limits of Section 401(a)(17) or for whom
contributions or benefits would exceed the limits of
Section 415.
Effective
June 16, 1993, the Bank established this unfunded deferred
compensation plan (“Nonqualified Plan”) to make up for
the cut back in retirement income described above for a select
group of management or highly compensated employees. This
Nonqualified Plan provides a supplemental retirement benefit for
participants in the Qualified Plan which, when combined with the
pension payable to them under the Qualified Plan, will equal the
pension which they would have received thereunder but for the
application of Code Sections 401(a)(17) and 415.
Effective
January 1, 2005, this Nonqualified Plan is amended and
restated in its entirety to comply with Code Section 409Aand
the final regulations issued thereunder in
April 2007.
Unless the context
of this Plan requires or connotes a different meaning, all
undefined capitalized terms used in this Plan shall have the same
meanings as are respectively assigned to
them under the
Qualified Plan, and the terms and conditions of the Qualified Plan
are incorporated herein by reference wherever necessary or
appropriate.
1.1.
“Benefit Formula” means the method set forth in the
Qualified Plan to calculate the amount of benefit payable to a
participant thereunder at the time such benefit commences to be
paid, including all actuarially equivalent factors utilized under
the Qualified Plan, and excluding any actuarial adjustment for the
postponement of the commencement of Retirement Benefits payable to
any Participant after his or her 70 th birthday. The Benefit Formula shall include all
applicable actuarial reductions, and all offsets and deductions,
required by the Qualified Plan for payments available from Federal
Social Security, from Worker’s Compensation, and from other
qualified plans, if any, but shall not reflect the application of
Code Sections 401(a)(17) or 415.
1.2
“Beneficiary” means the person whom the Participant has
designated on a Beneficiary Designation Form (see Exhibit 3)
to receive any death benefits hereunder. In the event the
Participant has not validly designated a Beneficiary or if all
Beneficiaries designated by the Participant have died, then the
Participant’s estate shall be the default Beneficiary
hereunder.
1.3
“Board” means the Bank’s Board of
Directors.
1.4 “Change
in Control” means any of the following events
occurs:
(a)
Change in the ownership of the Company or the Bank .
A change in the ownership of the Company or the Bank shall occur on
the date that any one person, or more than one person acting as a
group (as defined in Treasury
Regulation Section 1.409A-3(i)(5)(v)(B)), acquires
ownership of stock of the Company that, together with stock held by
such person or
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group,
constitutes more than 50% of the total fair market value or total
voting power of the stock the Company.
(b)
Change in the effective control of the Company or the Bank .
A change in the effective control of the Company or the Bank shall
occur on the date that either (i) any one person, or more than
one person acting as a group (as defined in Treasury
Regulation Section 1.409A-3(i)(5)(vi)(D)), acquires (or has
acquired during the 12-month period ending on the date of the most
recent acquisition by such person or persons) ownership of stock of
the Company. possessing 30% or more of the total voting power of
the stock of the Company; or (ii) a majority of members of the
Board of the Company or the Bank is replaced during any 12-month
period by directors whose appointment or election is not endorsed
by a majority of the members of the Board of the Company or the
Bank prior to the date of the appointment or election, provided
that this sub-section (ii) is inapplicable where a majority
shareholder of the Company or the Bank is another
corporation.
(c)
Change in the ownership of a substantial portion of the
Company’s assets or the Bank’s assets . A change in
the ownership of a substantial portion of the Company’s
assets or the Bank’s assets shall occur on the date that any
one person, or more than one person acting as a group (as defined
in Treasury Regulation Section 1.409A-3(i)(5)(vii)(C)),
acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or persons)
assets from the Company or the Bank that have a total gross fair
market value equal to or more than 40% of the total gross fair
market value of all of the assets of the Company or the Bank
immediately prior to such acquisition or acquisitions. For this
purpose, gross fair
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market value
means the value of the assets of the Company or the Bank, or the
value of the assets being disposed of, determined without regard to
any liabilities associated with such assets. There is no Change in
Control event under this paragraph (iii) when there is a
transfer to an entity that is controlled by the shareholders of the
transferring corporation immediately after the transfer.
1.5.
“Committee” means the members of the Board appointed to
administer this Plan.
1.6
“Company” means Northwest Bancorp, Inc., the holding
company of the Bank.
1.7
“Disability” means the Participant is (a) unable
to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (b) by
reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the
Bank, or (c) determined to be totally disabled by the Social
Security Administration.
1.8.
“Effective Date” of the Plan was originally
June 16, 1993; however, the effective date of the amended and
restated Plan is
January 1, 2005.
1.9.
“Participant” means a participant in the Qualified
Plan, or the beneficiary or estate of a deceased Participant, who
is or becomes entitled to a benefit hereunder by reason of a
reduction required by Sections 401(a)(17) or 415 of the Code
in the amount of benefit otherwise payable to such Participant as a
participant in the Qualified Plan, or to his beneficiary or estate,
if deceased. Effective January 1, 2005
“Participant” means an Employee who the Committee
specifies to be a Participant in this Plan in accordance with
Section 3.1.
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1.10.
“Payment Event” means the earliest to occur of the
Participant’s death, Disability, Retirement Date or a Change
in Control.
1.11
“Retirement Date” means the date specified by each
Participant on his or her Payment Election Form (see
Exhibit 1). If a validly completed Payment Election Form does
not exist, then the Participant’s Retirement Date shall be
the date the Participant attains age sixty-five (65).
1.12.
“Supplemental Retirement Benefit” means the benefit
payable by the Bank to a Participant hereunder.
ARTICLE II
Calculation and Payment of Supplemental Retirement
Benefit
2.1. Amount of
Supplemental Retirement Benefit . The Supplemental Retirement
Benefit payable to a Participant hereunder shall equal the
difference between the amount payable to the Participant as a
participant under the Qualified Plan and the amount which would
have been payable to such participant after the Effective Date
under the Benefit Formula of the Qualified Plan but for the
limitations of Sections 401(a)(17) or 415 of the Code, as such
Sections may be amended from time to time hereafter, or under any
successor provisions of such Sections.
2.2. Form and
Time of Payment of Supplemental Retirement Benefit . The
Supplemental Retirement Benefit of a Participant hereunder shall be
payable in accordance with one of the three options that the
Participant may elect on a Payment Election Form (see
Exhibit 1). Payment in accordance with the option elected
shall be made or commenced within thirty (30) days after the
first Payment Event occurs.
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2.3.
Participant’s Election of Method and Time of Payment .
Within thirty (30) days after first becoming eligible to
participate in this Plan (or, for Participants who joined the Plan
before December 31, 2008, then by December 31, 2008), the
Participant shall deliver to the Committee a Payment Election Form
(see Exhibit 1) setting forth his/her election of one of the
following options for payment of the Participant’s
Supplemental Retirement Benefit:
(a) lump
sum payable within thirty (30) days after the occurrence of
the first Payment Event;
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