SUPPLEMENTAL EXECUTIVE RETIREMENT DEFERRED COMPENSATION PLANEmployee Benefits Plan Agreement |
|
|
|
You are currently viewing: This Employee Benefits Plan Agreement involves
NORTHRIM BANCORP INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Employee Benefits Plan Agreement by:
EXHIBIT 10.23
NORTHRIM BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT
DEFERRED COMPENSATION PLAN
DEFERRED COMPENSATION PLAN
Originally Effective as of
February 1, 2002
February 1, 2002
Amended Effective as of
January 1, 2005
January 1, 2005
i
TABLE OF CONTENTS
1. DEFINITIONS |
2 | |||
2. ELIGIBILITY AND PARTICIPATION |
3 | |||
(a) REQUIREMENTS |
3 | |||
(b) REEMPLOYMENT |
3 | |||
3. CONTRIBUTIONS AND BENEFITS |
3 | |||
(a) CONTRIBUTIONS |
3 | |||
(b) INTENT |
3 | |||
(c) DEFINED CONTRIBUTION |
3 | |||
(d) SUBJECT TO CLAIMS |
3 | |||
4. ALLOCATION OF FUNDS |
4 | |||
(a) PRE-2005 GRANDFATHERED ACCOUNT |
4 | |||
(b) SEPARATE PARTICIPANT ACCOUNTS |
4 | |||
(c) DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS |
4 | |||
(d) POST-2004 ACCOUNTS |
4 | |||
5. DISTRIBUTION OF BENEFITS |
4 | |||
(a) PRE-2005 GRANDFATHERED ACCOUNT |
4 | |||
(b) RETIREMENT OF EMPLOYEE |
4 | |||
(c) DISABILITY OF THE PARTICIPANT |
4 | |||
(d) DISTRIBUTIONS ON DEATH |
5 | |||
(e) POST-2004 ACCOUNT |
5 | |||
(f) DISTRIBUTIONS FOR UNFORESEEABLE EMERGENCY |
6 | |||
(g) CHANGE IN CONTROL |
6 | |||
(h) METHOD OF PAYMENT |
7 | |||
(i) TERMINATION |
7 | |||
(j) INCOME TAXES ON DISTRIBUTIONS |
7 | |||
6. BENEFICIARIES; EMPLOYEE DATA |
7 | |||
7. ADMINISTRATION |
8 | |||
(a) ADMINISTRATIVE AUTHORITY |
8 | |||
(b) PAYMENT OF FEES, EXPENSES AND TAXES |
8 | |||
(c) CLAIMS PROCEDURE |
8 | |||
8. AMENDMENT |
9 | |||
(a) RIGHT TO AMEND |
9 | |||
(b) AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN |
9 |
ii
9. MISCELLANEOUS. |
9 | |||
(a) LIMITATIONS ON LIABILITY OF EMPLOYER |
9 | |||
(b) CONSTRUCTION |
9 | |||
(c) SPENDTHRIFT PROVISION |
10 |
iii
NORTHRIM BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT
DEFERRED COMPENSATION PLAN
DEFERRED COMPENSATION PLAN
Originally Effective as of
February 1, 2002
February 1, 2002
Amended Effective as of
January 1, 2005
January 1, 2005
RECITALS:
A. This Northrim Bank Supplemental Executive Retirement Deferred Compensation Plan (the Plan)
is adopted by Northrim Bank (the Employer) for a limited number of its executive employees.
B. It is the desire of the Northrim Bank (the Employer) to provide to certain executive
employees (the Employees) a supplemental executive retirement fund so that upon certain conditions,
there will be funds available to them on their respective retirement.
C. This NORTHRIM SUPPLEMENTAL RETIREMENT DEFERRED COMPENSATION PLAN (the Plan) is adopted by
the Northrim Bank (the Employer) for such Employees to provide termination of employment and
related retirement benefits taxable pursuant to I.R.C. § 451.
D. It is anticipated that once this Plan is approved, contributions will be made to the
Participant Accounts(s) for their respective benefit.
E. The Plan is intended to be an unfunded defined contribution non-qualified deferred
compensation plan maintained by the Employer for the sole benefit of executive employees for the
purpose of providing for retirement or deferred compensation benefits. All Participants are
considered by the Employer to be in the upper level of management.
F. The Plan is intended to be a top-hat plan [a/k/a supplemental executive retirement plan],
i.e., an unfunded deferred compensation plan maintained for a select group of management or highly
compensated employees, under Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement
Income Security Act of 1974 (ERISA). All provisions of this Plan shall be interpreted consistent
with that intent.
G. It is the intent of the Employer and the Participants, that until distributed, a
Participants Accounts shall at all times remain unfunded and unvested, and subject to the general
creditors of the Employer.
Accordingly, the following Plan is adopted.
1. DEFINITIONS.
(a) BENEFICIARY means any person or person designated in accordance with the provisions of
Section 6 of the Plan.
(b) CODE or IRC shall mean the Internal Revenue Code of 1986 and the regulations there under,
as amended from time to time.
(c) EFFECTIVE DATE of this amended and restated plan is January 1, 2005. The Plans original
Effective Date was February 1, 2002.
(d) EMPLOYER means Northrim Bank, an Alaska corporation and its successors and assigns or any
other corporation or business organization that assumes the Employers obligations hereunder.
(e) NORMAL RETIREMENT AGE shall mean the age referenced in Section 3 below.
(f) PARTICIPANT means any Employee so designated in accordance with the provisions of
Section II who is or may become (or whose Beneficiaries may become) eligible to receive a benefit
under the Plan.
(g) PARTICIPANT ACCOUNT or ACCOUNTS shall mean then current balances (as adjusted pursuant to
the terms of this Plan) of the funds that are set aside by the Employer for the Participant
pursuant to the Plan, and shall include contribution credits and deemed income, gains, and losses
(to the extent realized as determined by the Employer, in its discretion) and credited thereto.
The Employer will use key man variable life insurance policies on each Participant to determine the
Participants Account. The death benefit and cash value of the policies remain the property of the
bank until distributed under the provisions of this Plan. A Participants or Beneficiarys
Accounts shall be determined as of the date of reference.
(h) PLAN means this Northrim Bank Supplemental Executive Retirement Deferred Compensation
Plan, as amended from time to time.
(i) UNFORSEEABLE EMERGENCY means a severe financial hardship to the Participant resulting from
an illness or accident of the Participant, the Participants spouse, or a dependent of the
Participant (as defined in IRC § 152(a)), the loss of the Participants property due to casualty,
or other similar extraordinary and unforseeable circumstances, arising as a result of events beyond
a Participants control. Whether circumstances constitute such an unforseeable emergency depends
on the facts of each case as determined by the Compensation Committee in its discretion. Payment
may not be made if the unforseeable emergency may be relieved:
(i) Through reimbursement or compensation by insurance or otherwise; or
(ii) By liquidation of the Participants assets, to the extent that liquidation itself would
not cause severe financial hardship.
2
The definition provided in this Section 1(i) also applies to former Participants who incur an
unforeseeable emergency and who still have an Account balance. If a Participant obtains a payment,
upon an unforeseeable emergency, the Participants deferral election under this Plan shall
terminate.
2. ELIGIBILITY AND PARTICIPATION.
(a) REQUIREMENTSThe following conditions must be met before an Employee may participate in the
Plan:
(i) An Employee must be at all times a member of a select group of executive management or
highly compensated employees.
(ii) Participation in the Plan is contingent on the Employer determining that it wants to
extend benefits under the Plan to the Employee; such determination shall be at all times in the
sole and absolute discretion of the Employer.
(iii) The Employee must elect to participate in the Plan as a Participant.
(b) REEMPLOYMENTIf a Participant whose employment with the Employer is terminated is
subsequently reemployed, he or she may become a Participant in the Plan only in accordance the
provisions of Section 2(a), above.
3. CONTRIBUTIONS AND BENEFITS.
(a) CONTRIBUTIONS
Each year, the Employer shall contribute to each Participants Accounts the
following amounts:
| Participant | Normal Retirement Age | Annual Contribution | ||||||
R. Marc Langland |
||||||||






