EVERGREENBANCORP,
INC.
FORM 8-K JULY 26, 2005
EXHIBIT 10.1
PEMCO
DIRECTORS’ DEFERRED COMPENSATION PLAN
ARTICLE I
Purpose
This nonqualified Deferred
Compensation Plan (the “Plan”) for Directors of
EvergreenBank, PEMCO Corporation, PEMCO Insurance Company, PEMCO
Life Insurance Company, PEMCO Mutual Insurance Company, and PEMCO
Technology Services, Inc. (all of which are referred to hereinafter
as the “Company”), is designed to permit Directors to
defer all or a portion of their Director’s Fees earned in any
calendar year.
ARTICLE II
Definitions
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2.1
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Administrator .
“Administrator” of the Plan means the Administrative
Committee appointed by the Board.
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2.2
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Board . “Board” means each
Company’s Board of Directors.
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2.3
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Committee . “Committee”
means the Administrative Committee appointed by the Board.
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2.4
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Director . Consistent with the
Company’s prior practice, “Director” means a
member of the Board of Directors of a Company sponsoring this Plan
who is not an employee of a Company sponsoring this Plan.
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2.5
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Director’s Fees .
“Director’s Fees” means any fees earned by a
Director of a Company sponsoring this Plan.
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1
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2.6
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Effective Date . The “Effective
Date” of this amended and restated Plan is April 1,
2003. The Plan was originally adopted effective January 1,
1999.
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2.7
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Participant . “Participant”
means a Director of a Company sponsoring this Plan.
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2.8
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Plan . “Plan” means the
PEMCO Directors’ Deferred Compensation Plan as contained in
this document, and as amended from time to time, plus any
administrative rules or regulations adopted by the Committee.
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2.9
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Plan Year . “Plan Year”
means the calendar year, beginning with the 1999 calendar year.
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ARTICLE III
Director’s Deferred Compensation
Annually on or before
December 31, a Participant may irrevocably elect in writing on
a form provided by the Company to defer an amount equal to all or a
portion of his or her Director’s Fees for the following Plan
Year. Any change of election with respect to future years’
Director’s Fees must be filed with the Company prior to the
end of the Plan Year preceding the Plan Year in which the change is
to take effect.
Notwithstanding the previous
paragraph, a new Director who first becomes eligible to participate
in the Plan may elect to defer receipt of all or a portion of his
or her Director’s Fees payable for the remainder of the
initial Plan Year of eligibility. That election must be made in
writing within thirty (30) days after the Director becomes a
Director eligible to participate in this Plan, and shall be
irrevocable as to any Director’s Fees payable in the
remainder of the Plan Year.
ARTICLE IV
Form and Time of Benefit Payment
A Participant’s Plan benefits
shall be 100% vested and nonforfeitable at all times. A Participant
(or if a Participant dies before payments commence, a deceased
Participant’s beneficiary) shall be entitled to a
distribution of his or her Plan benefits upon the occurrence of the
earliest of a future date specified by the Participant in his or
her initial election to defer Director’s Fees, the
Participant’s death, or the date the Participant ceases to be
a Director. The Participant or his or her beneficiary must
irrevocably elect in writing to receive the Participant’s
Plan benefits in the form of:
a. a single lump sum payment, or
b. installment payments for a period of up to ten
(10) years.
Such election must be delivered to
the Committee no more than sixty (60) calendar days after the
earliest to occur of the future date specified by the Participant
in his or her initial election to defer Director’s Fees, the
date the Participant ceases to be a Director, or the
Participant’s death. If the Participant or beneficiary
fails to elect a form of payment within such time, the
Participant’s Plan benefits shall be paid in the form of
annual installment payments over a period of three years.
Payment(s) shall commence within thirty (30) calendar days
after the sixty (60) day election period ends. Notwithstanding
the foregoing, if a Participant is receiving installment payments
and dies before all installments have been paid, the
Participant’s beneficiary shall be paid the
Participant’s remaining installment payments.
ARTICLE V
Investment of Deferred Director’s Fees
A Participant’s deferred
Director’s Fees under the Plan shall be held in trust by a
Trustee, pursuant to a Trust Agreement between the Employer and the
Trustee, and incorporated herein by this reference. The Committee
shall select the investment alternatives to be provided by the
Plan, which shall be a number of mutual funds of one or more
registered investment companies. The Trustee shall invest and
reinvest the Plan contributions in shares of one or more registered
investment companies authorized by the Committee. The Committee
shall direct the Trustee to invest the amounts in each
Participant’s account in the trust among the available
investment alternatives offered by the investment company or
companies. The Committee may permit the Participants to select
among the available investment alternatives and the Committee may
direct the Trustee in accordance with the Participants’
selections. The Trustee or third party recordkeeper shall provide
Participants with periodic reports on the earnings or losses on the
Participant’s deferred Director’s Fees. Any earnings on
deferred Director’s Fees shall be distributed to the
Participant at the same time and in the same manner as the deferred
Director’s Fees are paid. While the Employer believes that
the assets will appreciate in value, there are no guarantees in
this regard and the investment risk is borne solely by the
Participant. A Participant’s deferrals and earnings credited
thereon prior to the time the grantor trust is established shall be
contributed to the grantor trust and invested thereafter in
accordance with this Article V.
ARTICLE VI
Beneficiaries
6.1 Designation . Any amount
due to a Participant which is unpaid upon his or her death shall be
paid to the beneficiary designated by him or her on a form provided
by the Company and filed with the Company. The designated
beneficiary may be changed from time to time by filing a new
beneficiary designation with the Company. The designation last
filed will control.
6.2 Failure to Designate a
Beneficiary . If a Participant fails to designate a beneficiary
or if the person or persons designated on the beneficiary
designation predecease the Participant and the beneficiary
designation form does not indicate who receives the amount due, the
amount owing shall be paid to the following in the order named:
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b.
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Surviving descendants, per stirpes;
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c.
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Surviving parents in equa
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