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SUPPLEMENTAL EXECUTIVE RETIREMENT DEFERRED COMPENSATION PLAN

Employee Benefits Plan Agreement

SUPPLEMENTAL EXECUTIVE RETIREMENT
DEFERRED COMPENSATION PLAN You are currently viewing:
This Employee Benefits Plan Agreement involves

NORTHRIM BANCORP INC

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Title: SUPPLEMENTAL EXECUTIVE RETIREMENT DEFERRED COMPENSATION PLAN
Date: 11/8/2007
Industry: BANKRG     Sector: Financial

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exv10w23
 

EXHIBIT 10.23
NORTHRIM BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT
DEFERRED COMPENSATION PLAN
Originally Effective as of
February 1, 2002
Amended Effective as of
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
Originally Effective as of
February 1, 2002
Amended Effective as of
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 Participant’s, that until distributed, a Participant’s 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 Plan’s 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 Employer’s 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 Participant’s 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 Participant’s or Beneficiary’s 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 Participant’s spouse, or a dependent of the Participant (as defined in IRC § 152(a)), the loss of the Participant’s property due to casualty, or other similar extraordinary and unforseeable circumstances, arising as a result of events beyond a Participant’s 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 Participant’s 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 Participant’s 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 Participant’s Accounts the following amounts:
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R. Marc Langland