EVERGREENBANCORP,
INC.
FORM 8-K JULY 26, 2005
EXHIBIT 10.2
PEMCO EXECUTIVE
DEFERRED COMPENSATION PLAN
ARTICLE I
Purpose
This nonqualified Deferred
Compensation Plan (the “Plan”) for eligible management
or highly-compensated employees of EvergreenBank, PEMCO
Corporation, PEMCO Life Insurance Company, PEMCO Mutual Insurance
Company, and PEMCO Technology Services, Inc. (all of which are
referred to hereinafter as the “Employer”), is designed
to permit eligible management or highly-compensated employees of
the Employer to defer a portion of their Compensation earned in any
calendar year.
ARTICLE II
Definitions
2.1 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
Employer’s Board of Directors.
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2.3 Committee .
“Committee” means the Administrative Committee
appointed by the Board.
2.4 Compensation .
“Compensation” means, for purposes of this Plan, an
Eligible Employee’s total salary or wages, bonuses and
overtime from the Employer, before any salary reduction
contributions to the Employer’s Internal Revenue Code Section
401(k) Plan and the Employer’s Internal Revenue Code
Section 125 flexible benefits plan, if any, but excluding
Employer contributions to any retirement plan, and payments by the
Employer (other than Section 125 contributions) on account of
medical, disability and life insurance.
2.5 Effective Date . The
“Effective Date” of this amended and restated Plan is
April 1, 2003. The Plan was originally adopted effective
January 1, 1999.
2.6 Eligible Employee .
“Eligible Employee” means an employee who is selected
by the Committee from among the group of management or highly
compensated employees of the Employer.
2.7 Participant .
“Participant” means any Eligible Employee.
2.8 Plan . “Plan”
means the PEMCO Executive 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.
2.9 Plan Year . “Plan
Year” means the calendar year, beginning with the 1999
calendar year.
ARTICLE III
Deferred Compensation
Annually on or before
December 31, an Eligible Employee may irrevocably elect in
writing on a form provided by the Employer to defer an amount of
his or her Compensation for the following Plan Year which does not
exceed 20% of his or her Compensation for that year. Any change of
election with respect to future years’ Compensation must be
filed with the Employer 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 Eligible Employee who first becomes eligible to
participate in the Plan may elect to defer receipt of a portion of
his or her Compensation payable for the remainder of the initial
Plan Year of eligibility in an amount not to exceed 20% of that
Compensation. That election must be made in writing within thirty
(30) days after the Eligible Employee is notified of his or
her eligibility to participate in this Plan, and shall be
irrevocable as to any Compensation 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 Compensation, or the
Participant’s death, Permanent Disability as defined in
Paragraph 9.7, retirement, or termination of employment. 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
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b.
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installment payments for a period of up to ten
(10) years.
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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 Compensation, or the
Participant’s termination of employment, retirement,
Permanent Disability, or 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 Compensation
A Participant’s deferred
Compensation 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
Compensation. Any earnings on deferred Compensation shall be
distributed to the Participant at the same time and in the same
manner as the deferred Compensation is 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 Employer and filed with the Employer. The designated
beneficiary may b
