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EXHIBIT 10.25
NORTHRIM BANK
SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
Originally Effective as
of July 1, 1994
Amended Effective as of
January 6, 2000,
January 8, 2004 and January 1, 2005
1
TABLE OF
CONTENTS
Page
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ARTICLE 1
DEFINITIONS
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1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
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Account
Beneficiary
Code
Committee
Company
Early Retirement Date
ERISA
Normal Retirement Date
Participant
Plan
Retirement Plan
Trust
Trust Fund
Trustee |
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ARTICLE 2 ELIGIBILITY AND
PARTICIPATION
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ARTICLE 3 PRE-2005
SUPPLEMENTAL RETIREMENT BENEFIT
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3.1
3.2
3.3
3.4
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Pre-2005 Grandfathered Account
Amount
Form of Payment
Benefit Commencement |
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ARTICLE 4 POST-2004
SUPPLEMENTAL RETIREMENT BENEFIT
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4.1
4.2
4.3
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Post-2004 Account
Six Month Payment Delay for Key Employees
Code Section 409A |
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ARTICLE 5 SURVIVOR
BENEFITS
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5.1
5.2
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Pre-2005 Grandfathered Account Death
Benefit
Post-2004 Account Death Benefit |
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ARTICLE 6 GENERAL
PROVISIONS
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6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
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Right to Amend or Terminate
No Right of Employment
Plan Funding
Unsecured Benefit
Reporting
Trust Agreement
Administration
No Assignment
Binding Effect
Governing Law |
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ARTICLE 7 DUTIES UPON
INSOLVENCY
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7.1
7.2
7.3
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Duty to Inform
Actions Required
Insolvency |
2
NORTHRIM BANK
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
The
purpose of this Supplemental Executive Retirement Plan (the
“Plan”) is to award individuals for their continued
commitment to Northrim Bank (“Bank”), and to provide a
supplemental retirement benefit, since retirement benefits under
Northrim Bank Retirement Plan have been limited in recent years by
Congress under the Internal Revenue Code. It is intended that this
Plan will assist in retaining and attracting individuals of
exceptional ability by providing them with the benefits provided
hereunder.
This Plan
will be effective as of July 1, 1994.
ARTICLE 1
DEFINITIONS
1.1
Account or Accounts means the record-keeping accounts
maintained hereunder on the books and records of the Company to
record Participant’s benefits, as well as the increase in
value attributable to interest earned thereon, all as described
hereafter.
1.2
Beneficiary shall mean the individual(s) designed by the
Participant on a form provided by the Committee. If no individual
is designated, the Beneficiary shall be: (i) the spouse, if
the participant is married on the date of death; or if unmarried,
the Participant’s estate.
1.3
Code shall mean the Internal Revenue Code of 1986, as amended from
time to time, or any succession thereto.
1.4
Committee shall mean the Compensation Committee of the Board of
Directors, which shall administer the Plan in accordance with
Section 4.7 hereof.
1.5
Company shall mean Northrim Bank or any successor corporate entity.
The Company may delegate authority necessary to administer the Plan
to any person or committee.
1.6
Early Retirement Date shall mean the first day of any month between
a Participant’s 55th and 65th birthdays, provided the
Participant has then completed at least 5 years of vesting
service under the terms of the Company’s Savings Incentive
Plan.
1.7
ERISA shall mean the Employee Retirement Income Security Act of
1974, as amended, and any regulations issued pursuant thereto.
1.8
Normal Retirement Date shall mean the Participant’s 65th
birthday. No Participant shall be forced to mandatorily retire
merely because such Participant attains his or her Normal
Retirement Date.
1.9
Participant shall initially mean those individuals listed on
Exhibit “A” to this Plan. Other individuals may be
added from time to time with the consent of the Board of Directors
of Northrim Bank.
1.10 Plan shall mean this Supplemental Executive Retirement
Plan.
1.11 Retirement Plan shall mean the Northrim Bank Defined
Benefit Retirement Plan and Trust Agreement as may be amended from
time to time.
1.12 Trust shall mean the Rabbi Trust Agreement entered into
between the Company and the Trustee, as amended from time to time,
if adopted by the Board of Directors of the Company.
1.13 Trust Fund shall mean the cash and other investments
held and administered by the Trustee in accordance with the
provisions of the Trust and the Plan.
1.14 Trustee shall mean the Committee or any duly appointed
additional or successor corporate or independent trustee appointed
and acting in accordance with Paragraph 4.6 and Article 4
hereof and the Trust Agreement.
ARTICLE 2
ELIGIBILITY AND
PARTICIPATION
Initially,
the individuals listed on Exhibit “A” shall be the
only eligible Participants under this Plan. The Company may, in its
sole discretion, select other eligible Participants from among a
select group of the Company’s management or highly
compensated employees within the meaning of Sections 201, 301
and 401 of ERISA.
All such
additional Participants, when added, shall be listed on
Exhibit “A” to this Plan.
ARTICLE 3
PRE-2005 SUPPLEMENTAL
RETIREMENT BENEFIT
3.1
Pre-2005 Grandfathered Account . Employer contributions
shall be credited to a Participant’s respective Accounts in
accordance with this Section. Pre-2005 contributions shall be
credited to a Pre-2005 Grandfathered Account, and Post-2004
contributions shall be credited to a Post-2004 Account.
3.2
Amount . Upon attaining Normal Retirement Age, or Early
Retirement Age, a supplemental retirement benefit shall be payable
under the terms of this Plan. The amount of such payment shall
be’ based on a contribution being credited annually pursuant
to the terms of this Plan. Such contributions shall be credited on
January 1 to an account maintained on behalf of the
Participant. The account shall be further credited with interest
compounded annually. Interest will be credited for the year, or any
portion thereof, as of January 1 based on the Bank’s
average yield on the Bank’s total assets, less a three year
rolling average of net loan charge-offs expressed as a percentage
of average loans outstanding for the respective periods. The amount
payable to the Participant will be the sum of the contribution(s)
plus accrued interest credited to such Participant’s
account.
The amount
of a Participant’s annual contribution and such
Participant’s eligibility date for such contribution shall be
attached hereto as Exhibit “B”. Such exhibits
shall be individualized for each Participant and shall be numbered
in consecutive order beginning with B-1.
3.3
Form of Payment . The supplemental benefit from this Plan,
as determined in Section 3.2, shall be paid-in monthly
installments as follows:
(a) A
calculation shall be made to convert the account balance payable
under Section 3.2 to equal installment payments payable over a
period not to exceed fifteen (15) years, in accordance with
Participant’s election, or if no election is made, the period
shall be fifteen (15) years. The conversion shall be based
upon the time period selected and the applicable interest rate in
effect as of the date of benefit commencement. For purposes of this
paragraph, the applicable interest rate will be fifty
(50) basis points over the applicable U.S. Treasury Note
Rate. The applicable U.S. Treasury Note Rate will be the
preceding twelve (12) month average, preceding the
commencement of payments, and will be the nearest quoted rate for a
maturity representing two-thirds of the installment pay-out period.
For example, if the installment period is fifteen (15) years,
the applicable U.S. Treasury Note Rate will be the rate for a
note whose term is two-thirds of the fifteen (15) year
installment period, i.e., a 10-Year U.S. Treasury Note. The
applicable interest rate will, therefore, be fifty (50) basis
points over the prior average annual rate for a 10-Year
U.S. Treasury Note.
(b) Notwithstanding the above, the Participant may elect to
receive a lump sum payment of the supplemental benefit under this
Plan, as determined in Section 3.2. Such election must be
irrevocable and made at least 60 days before the date benefits
would commence under Section 3.2 or 3.4.
3.4
Benefit Commencement . A Participant’s Pre-2005
Supplemental Retirement Benefit shall commence as soon as
reasonably practicable following 91 days after the
Participant’s termination of employment with the Company,
provided the Participant has attained Normal Retirement Age or
Early Retirement Age.
ARTICLE 4
POST-2004 SUPPLEMENTAL
RETIREMENT BENEFIT
4.1
Post-2004 Account. A Participant’s Post-2004 Account shall be
100% vested and nonforfeitable at all times and shall become
payable to the Participant upon the expiration of the defer
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