EXHIBIT 10(D)
GLACIER BANCORP, INC.
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
(EFFECTIVE AS OF JANUARY 1, 2008)
This Amended and Restated Supplemental Executive Retirement Agreement
("Agreement"), effective as of January 1, 2008, is entered into by and between
Glacier Bancorp, Inc. (the "Company") and __________________ (the "Executive").
RECITALS
A. The Company and Executive previously entered into a Supplemental
Executive Retirement Agreement, dated _____________[DATE OF PRIOR AGREEMENT]
("Original Agreement"), pursuant to which the Company agreed to pay Executive
certain amounts to make up for lost benefits caused by limitations imposed under
the tax laws on contributions that can be made to tax-qualified retirement plans
and by Executive's participation in the deferred compensation plan sponsored by
the Company.
B. The Company and Executive wish to amend and restate the Original
Agreement, as provided herein, to conform it to the requirements of Section 409A
of the U.S. Internal Revenue Code of 1986, as amended, and to make other changes
as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements hereinafter contained, and other good and valuable consideration, the
receipt and legal sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
ARTICLE I
DEFINITIONS
"Account" means a bookkeeping account maintained by the Company in the name
of Executive to which annual amounts shall be credited according to the terms of
this Agreement.
"Affiliate" means an entity that is considered a single employer with the
Company under Code Sections 414(b) or 414(c).
"Agreement" is defined in the first paragraph hereof.
"Annual Addition" has the meaning set forth in Code Section 415 and the
regulations thereunder.
"Benefits" means payments required to be made to Executive or his
Designated Beneficiary under this Agreement.
"Cause" has the meaning set forth in, and shall be determined in accordance
with, the Employment Agreement.
"Change in Control" means the occurrence of (i) a merger or consolidation
in which the Company is not the continuing or surviving entity or pursuant to
which the issued and outstanding shares of common stock of the Company are
converted into cash, securities or other property, other than a merger of the
Company in which the holders of issued and outstanding shares of the common
stock of the Company immediately prior to the merger own more than fifty percent
(50%) of the combined voting power of the surviving corporation immediately
after the merger, (ii) the acquisition of shares of the Company's issued and
outstanding common stock in a single or a series of related transactions, if
immediately thereafter persons who owned shares of such common stock immediately
before such acquisition do not own more than fifty percent (50%) of the combined
voting power of the Company immediately after such acquisition, or (iii) the
sale, transfer or other disposition of all or substantially all of the assets of
the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Company" is defined in the first paragraph of this Agreement.
"Deferred Compensation Plan" means the Amended and Restated Deferred
Compensation Plan, effective as of January 1, 2008, sponsored by the Company, as
such plan may be amended from time to time.
"Designated Beneficiary" means the person or persons designated by
Executive to receive Benefits in the event of Executive's death before all
amounts credited to his Account have been paid to him. Executive shall designate
the Designated Beneficiary by delivering to the Company a Payment Election Form
that names the Designated Beneficiary and may change the Designated Beneficiary
from time to time by delivering to the Company a Designated Beneficiary Change
Form. Any such change shall be effective immediately after the form is delivered
to the Company.
"Designated Beneficiary Change Form" means the Designated Beneficiary
Change Form (substantially in the form attached hereto as Exhibit B) pursuant to
which Executive changes the Designated Beneficiary
"Employment Agreement" means Executive's employment agreement with the
Company and/or an Affiliate, as such agreement may be amended from time to time.
"Executive" is defined in the first paragraph of this Agreement.
"409A Suspension Period" is defined in paragraph d. of Article III.
"Payment Election Form" means the Payment Election Form (substantially in
the form attached hereto as Exhibit A) pursuant to which Executive identifies
the Payment Trigger Event, form of payment of Benefits and the Designated
Beneficiary(ies). In the absence, at any time, of a valid Payment Election Form,
the distribution election form applicable to Executive's account under the
Deferred Compensation Plan shall apply to Executive's Account.
"Payment Trigger Event" is defined in paragraph a. of Article III.
"Plan Year" means the calendar year.
"Separation from Service" means Executive's "separation from service,"
within the meaning of Treas. Reg. Section 1.409A-1(h), from the Company and all
Affiliates for any reason. Whether an entity is an "Affiliate" for purposes of
this definition of "Separation from Service" shall be determined by substituting
the language "at least 50 percent" in place of "at least 80 percent" each place
that it appears in Code Section 1563(a)(1), (2) and (3) (to determine if a
controlled group of corporations exists under Code Section 414(b)) and in Treas.
Reg. Section 1.414(c)-2 (to determine trades or businesses (whether or not
incorporated) that are under common control under Code Section 414(c)). A
Separation from Service shall be deemed to occur if the Company and Executive
reasonably anticipate that Executive will perform no further services for the
Company or an Affiliate (whether an employee or an independent contractor) or
that the level of bona fide services Executive will perform in the future
(whether as an employee or an independent contractor) will permanently decrease
to no more than twenty percent (20%) of the average level of bona fide services
performed (whether as an employee or independent contractor) over the
immediately preceding 36-month period. An Executive on an authorized, bona fide
leave of absence shall experience a Separation from Service on the first day of
the seventh (7th) month of such leave, unless Executive's right to reemployment
with an Employer is provided by either statute or contract. A leave of absence
constitutes a bona fide leave of absence only if there is a reasonable
expectation that Executive will return to perform services for the Company or an
Affiliates. For purposes of the 36-month period described above, (i) if
Executive is on a paid bona fide leave of absence, Executive will be treated as
providing bona fide services at a level of equal to the level of services that
Executive would have been required to perform to receive the compensation paid
during the leave of absence, and (ii) unpaid bona fide leaves of absence are
disregarded.
"Tax-qualified Plan" means any plan maintained by the Company or an
Affiliate that is intended to qualify under Code Section 401 (whether or not the
plan so qualifies).
ARTICLE II
CREDITING OF BENEFITS TO ACCOUNT
a. GENERAL. As of the close of each Plan Year, the Company shall credit to
Executive's Account an amount equal to the difference between
(i) employer contributions that would have been allocated to
Executive's accounts under Tax-qualified Plans if limitations
imposed by Code Section 401 and Executive's participation in the
Deferred Compensation Plan are both disregarded, and
(ii) Annual Additions actually credited to Executive under
Tax-qualified Plans.
The Company shall have the right to determine, in its sole discretion, which
limitations imposed by Code Section 401 are taken into account for purposes of
determining the amount under clause (i) above. In addition, as a condition to
the Company crediting Executive's Account in a Plan Year,
the Company may require Executive to make elective deferrals (defined in Code
Section 402(g)(3)) to Tax-qualified Plans in an amount equal to the maximum
elective deferrals that the Executive is permitted to make under the Code for
such Plan Year.
b. ADJUSTMENTS TO ACCOUNT. As of the close of each Plan Year ending after
2004, the Company shall adjust the Account as of the end of such Plan Year to
reflect a rate of return (either positive or negative) equal to fifty percent
(50%) of return on average equity of common stock issued by the Company as of
December 31 of such calendar year (which return on average equity shall be
determined by the Company using such rounding conventions as it determines, in
its sole discretion, to be appropriate). The adjustment shall be made by
multiplying the fifty percent (50%) of return on average equity by the balance
in the Account on the first day of such Plan Year, and adding or subtracting the
resulting product from the credit balance.
c. BALANCE OF ACCOUNT. The balance of the Account, as of any time, shall be
the sum of amounts deferred by Executive and credited to his Account on or
before such time, plus or minus adjustments to such Account under the
immediately preceding sentence on or before such time, less any amounts paid or
withdrawn from such Account on or before such time.
d. EFFECT OF PAYMENT TRIGGER EVENT. After the occurrence of the Payment
Trigger Event elected by Executive, amounts that would otherwise be credited to
his Account for services performed after such Payment Trigger Event shall
instead be paid to him within sixty (60) days after the close of the Plan Year
in which such Services are performed.
ARTICLE III
PAYMENT OF BENEFITS
a. PAYMENT TRIGGER EVENTS. Amounts credited to Executive's Account shall be
paid to him on, or beginning on, the first day of the first month immediately
following the month in which one of the following events ("Payment Trigger
Event") occurs, as elected by Executive in a Payment Election Form:
(i) Separation from Service (defined below);
(ii) Attainment of age sixty-five (65);
(iii) Any of the first five (5) anniversary dates following his
Separation from Service, as specified by Executive in his
Payment Election Form; or
(iv) Any of the first five (5) anniversary dates following his
attainment of age sixty-five (65), as specified by Executive in
his Payment Election Form.
b. FORM OF PAYMENT - LUMP-SUM OR INSTALLMENT. Amounts credited to the
Account of Executive shall be paid to him in either a single lump-sum or in
equal annual installments over a period of five (5) years, as elected by
Executive in a Payment Election Form.
c. ELECTIONS IRREVOCABLE. Executive may not change the Payment Trigger
Event or the form of payment after he elects the same.
d. REQUIRED DELAY IN PAYMENT FOR SPECIFIED EMPLOYEES. If Executive is a
specified employee, then notwithstanding any contrary provisions of this
Agreement, any amounts payable to him under this Agreement on account of a
Separation from Service that could cause him to be subject to the gross income
inclusion, interest and additional tax provisions of Code Section 409A(a)(1)
shall not be paid until after the end of the sixth calendar month beginning
after such Separation from Service (the "409A Suspension Period"). Within
fourteen (14) calendar days after the end of the 409A Suspension Period, the
Company shall pay Executive a lump sum payment in cash equal to the sum of all
payments delayed because of the preceding sentence, together with interest
thereon for the 409 Suspension Period calculated on such basis as the Company
determines to be appropriate. Thereafter, Executive shall receive any remaining
payments under this Agreement as if this paragraph d. of Article III were a not
a part of the Agreement. For purposes of this Agreement, Executive is a
"specified employee" if, as of the date of his Separation from Service, he is a
key employee of Company or its Affiliates, provided any of their stock is
publicly traded on an established securities market or otherwise. Executive is a
"key employee" if he meets the requirements of Code Section 416(i)(1)(A)(i),
(ii) or (iii) (applied in accordance with the regulations thereunder and
disregarding Code Section 416(i)(5)) at any time during the twelve (12) month
period ending on a December 31. If Executive is a key employee as of such a
date, he is treated as a key employee for purposes of this Agreement for the
entire twelve (12) month period beginning on the April 1 that follows such
December 31. The foregoing provisions of this paragraph d. of Article III are
intended to comply with Treas. Reg. Section 1.409A-1(i) and shall be interpreted
and administered consistently therewith.
e. PAYMENTS ON DEATH OF EXECUTIVE. If Executive dies before he is paid the
entire balance of his Account, then the Company shall pay the unpaid balance of
the Account, within ninety (90) days following his death, in a single lump-sum
to the primary or contingent Designated Beneficiary, as elected by Executive. If
a primary Designated Beneficiary does not survive Executive, then the share
otherwise payable to him shall be paid to the primary Designated Beneficiary's
estate; provided, however, that if Executive has designated a contingent
Designated Beneficiary, then such share shall be paid to the contingent
Designated Beneficiary. If the contingent Designated Beneficiary does not
survive Executive, then the share otherwise payable to him shall be paid to the
contingent Designated Beneficiary's estate.
f. CERTAIN RESTRICTIONS ON PAYMENT. Notwithstanding the foregoing, but only
to the extent required under federal banking law, the amount payable hereunder
shall be reduced to the extent that on the date of Executive's termination of
employment such reduction is necessary to avoid subjecting the Company or its
Affiliates to the loss of a deduction under Code Section 280G. In addition, any
payments made to Executive pursuant to this Agreement, or otherwise, are subject
to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any
regulations promulgated thereunder.
g. VALID ELECTION. No election made by Executive with respect to his
Account shall be valid or recognized by the Company unless the election is made
on a Payment Election Form or Designated Beneficiary Change Form that is
properly completed, duly signed and dated by the Executive, and delivered to the
Company.
ARTICLE IV
ASSIGNMENT
Except as otherwise is provided in this Agreement, it is agreed that
neither Executive nor a Designated Beneficiary shall have a right to commute,
sell, assign, transfer, encumber and pledge or otherwise convey the right to
receive any Benefits hereunder, which Benefits and the rights thereto are
expressly declared to be nonassignable and nontransferable.
ARTICLE V
NO RETENTION OF SERVICES
The Benefits payable under this Agreement shall be independent of, and in
addition to, any other benefits that may be paid pursuant to an employment
agreement that may exist from time to time between the parties hereto, or any
other compensation payable by the Company or an Affiliate to Executive, whether
as salary, bonus or retirement income under employee benefit plans. This
Agreement shall not restrict the right of the Company or an Affiliate to
terminate Executive's employment, or restrict the right of Executive to
terminate employment.
ARTICLE VI
UNSECURED RIGHTS OF EXECUTIVE
Neither Executive, nor his Designated Beneficiary, nor any other person or
persons having or claiming a right to payments hereunder or an interest in the
Account shall have either a secured claim against the assets of the Company or
any other right, title, interest, or claim in or to any specific asset, fund,
reserve, account, or property of any kind whatsoever owned by the Company or in
which the Company may have any right, title or interest now or in the future.
Such persons are unsecured creditors of the Company with respect to any claim
for payments or benefits under this Agreement and nothing herein shall be
construed to give them the right to enforce such claim in any manner other than
as an unsecured creditor.
ARTICLE VII
CHANGE IN CONTROL
The provisions of this Article VII shall supersede any provisions of this
Agreement to the contrary. At any time before, but not more than five (5)
business days after, a Change in Control, the Company may contribute to a trust
assets in an amount equal to the aggregate amount payable to Executive pursuant
to this Agreement, which assets shall be used to assist the Company in making
payment to Executive as they come due under the terms and conditions of the
Agreement. The trust and any assets held therein shall conform to the provisions
of the model trust described in Revenue Procedure 92-64 (or any successor
thereto). It is the intention of the parties that the Agreement be unfunded for
tax purposes and for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended.
ARTICLE VIII
TERMINATION FOR CAUSE
In the event of Executive's termination of employment with the Company or
an Affiliate for Cause, no Benefits shall be payable hereunder, and the Company
shall have no further obligations to Executive hereunder.
ARTICLE IX
REORGANIZATION
The Company agrees that it will not merge or consolidate with any other
corporation organization, or permit its business activities to be taken over by
any other organization, unless and until the succeeding or continuing
corporation or other organization expressly assumes the rights and obligations
of the Company herein set forth. The Company further agrees that it will not
cease its business activities or terminate its existence, other than as
heretofore set forth in this paragraph, without having made adequate provision
for the fulfillment of its obligation hereunder.
ARTICLE X
AMENDMENTS
This Agreement may be amended in whole or in part only by a writing signed
by all of the parties hereto.
ARTICLE XI
TERMINATION
a. GENERAL. The Company may terminate this Agreement at any time.
Termination of the Agreement shall not accelerate the time that amounts credited
to the Account of Executive are paid hereunder. Notwithstanding the immediately
preceding sentence, the Company may elect to liquidate the Account after
termination, and accelerate the time that such amounts are paid, if all of the
following conditions are satisfied:
(i) The termination of the Agreement and liquidation of the Account
do not occur proximate to a downturn in the financial health of
the Company or any of its Affiliates;
(ii) The Company and its Affiliates terminate and liquidate all
agreements, methods, programs and other arrangements sponsored
by the Company and its Affiliates that would be aggregated with
any terminated and liquidated agreements, methods, programs and
other arrangements under Treas. Reg. Section 1.409A-1(c) if
Executive had deferrals of compensation under all of the
agreements, methods, programs and other arrangements that are
terminated and liquidated;
(iii) No payments in liquidation of the Account are made within twelve
(12) months of the date the Company takes all necessary action
to irrevocably terminate and liquidate the Account, other than
payments that would be
payable under the terms of the Agreement if the action to
terminate the Agreement and liquidate the Account had not
occurred;
(iv) All payments are made within twenty-four (24) months of the date
the Company takes all necessary action to irrevocably terminate
the Agreement and liquidate the Account; and
(v) Neither the Company nor any Affiliate will adopt a new plan that
would be aggregated with any terminated and liquidated plan
under Treas. Reg. Section 1.409A-1(c) if Executive participated
in both plans, at any time within three (3) years following the
date the Company takes all necessary action to irrevocably
terminate the Agreement and liquidate the Account.
b. CHANGE IN CONTROL. The Company may irrevocably terminate the Agreement
and liquidate the Account within thirty (30) days preceding or twelve (12)
months following a "change in control event" within the meaning of Treas. Reg.
Section 1.409A-3(i)(5), provided that all agreements, methods, programs and
other arrangements sponsored by the Company and its Affiliates immediately after
the time of the change in control event with respect to which deferrals of
compensation are treated as having been deferred under a single plan under
Treas. Reg. Section 1.409A-1(c)(2) are terminated and liquidated with respect to
each participant that experienced the change in control event, so that under the
terms of the termination and liquidation all such participants are required to
receive all amounts of compensation deferred under the terminated agreements,
methods, programs and other arrangements within twelve (12) months of the date
the Company and its Affiliates irrevocably takes all necessary action to
terminate and liquidate the agreements, methods, programs and arrangements.
c. CORPORATE DISSOLUTION. The Company may irrevocably terminate the
Agreement and liquidate the Account within twelve (12) months following a
corporate dissolution taxed under Code Section 331 of the Code, or with the
approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A),
provided that the amounts deferred under the Agreement are included in
Executive's gross income in the latest of following years (or, if earlier, the
taxable year in which the amount is actually or constructively received): (i)
the calendar year in which the termination of the Agreement and liquidation of
the Account occurs; (ii) the first calendar in which the amount is no longer
subject to a substantial risk of forfeiture; or (iii) the first calendar year in
which the payment is administratively practicable.
ARTICLE XII
STATE LAW
This Agreement shall be construed and governed in all respects under and by
the laws of the State of Montana, except to the extent preempted by federal law.
If any provision of this Agreement shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.
ARTICLE XIII
HEADINGS
Heading and subheadings in this Agreement are inserted for convenience and
reference only and constitute no part of this Agreement.
ARTICLE XIV
COUNTERPARTS
This Agreement may be executed in an original and any number of
counterparts, each of which shall constitute an original and be treated as one
and the same instrument.
ARTICLE XV
EFFECTIVE DATE
This amended and restated Agreement is effective as of January 1, 2008 and
supersedes all prior agreements relating to the subject matter hereof. The
amended and restated Agreement applies to all compensation deferred (i) on or
after such effective date, under the amended and restated Agreement, and (ii)
before such effective date, under prior versions of this Agreement. Unless
terminated earlier as provided in Article XI, this Agreement shall remain in
effect during the term of Executive's employment with the Company or an
Affiliate and until all benefits payable hereunder are paid.
ARTICLE XVI
INTERPRETATION OF THE AGREEMENT
The Board of Directors of the Company shall have sole and absolute right to
administer, construe, and interpret the Agreement (including, without
limitation, the provisions of Article II relating to amounts that are required
to be credited to Executive's Account), all in its sole discretion, and its
decisions shall be conclusive and binding on all persons.
ARTICLE XVII
CERTAIN TAX ISSUES
a. WITHHOLDING. All payments made under this Agreement shall be subject to
reduction by the Company for all amounts that the Company is required to
withhold under federal, state or local tax laws.
b. RESPONSIBILITY FOR TAXES. Executive is solely responsible and liable for
the satisfaction of all taxes, interest and penalties that may arise in
connection with their participation in and receipt of payments under the
Agreement (including those arising under Code Section 409A). The Company shall
not have any obligation to indemnify Executive or otherwise hold him harmless
from any such taxes, interest or penalties.
ARTICLE XVIII
ARBITRATION OF DISPUTES
In the event that a dispute arises between Executive and the Company as to
the terms or interpretation of this Agreement, each party to this Agreement
hereby expressly agrees to submit the dispute to arbitration before the American
Arbitration Association. The decision of the American Arbitration Association
shall be final and binding on all the parties, and there shall be no appeal
therefrom.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed in
its corporate name by its duly authorized officer, impressed with its corporate
seal, and properly attested to, and Executive has hereto set his hand, all on
the day and year first above written.
EXECUTIVE
Date:
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Print name:
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COMPANY
GLACIER BANCORP, INC. ,
a Montana corporation
Date:
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Print name:
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Its:
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EXHIBIT A
GLACIER BANCORP, INC.
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
(EFFECTIVE AS OF JANUARY 1, 2008)
----------
PAYMENT ELECTION FORM
The undersigned ("Executive") is a party to the Amended and Restated
Supplemental Executive Retirement Agreement, effective as of January 1, 2008, by
and between Glacier Bancorp, Inc. and Executive ("Agreement"). Executive hereby
makes the elections set forth herein respect to his Account (as defined in the
Agreement).
1. PAYMENT TRIGGER EVENTS. Executive IRREVOCABLY elects to have amounts
credited to his Account paid to him on, or beginning on, the first day of the
first month immediately following the month in which the following Payment
Trigger Event occurs:
CHECK ONE OF THE FOLLOWING BOXES:
[ ] Separation from Service;
[ ] Attainment of age of sixty-five (65);
[ ] The following anniversary date of Executive's Separation from
Service ___________ (write 1st, 2nd, 3rd, 4th or 5th in space);
or
[ ] The following anniversary date of Executive's attainment of age
sixty-five (65) ___________ (write 1st, 2nd, 3rd, 4th or 5th in
space).
NOTE: IF YOU ELECT "ATTAINMENT OF AGE SIXTY-FIVE (65)" OR "THE FOLLOWING
ANNIVERSARY DATE OF EXECUTIVE'S ATTAINMENT OF AGE SIXTY-FIVE (65)," THEN
AMOUNTS, IF ANY, THAT WOULD OTHERWISE BE CREDITED TO YOUR ACCOUNT FOR SERVICES
PERFORMED AFTER THE PAYMENT TRIGGER EVENT OCCURS SHALL BE PAID TO YOU WITHIN
SIXTY (60) DAYS AFTER THE CLOSE OF THE PLAN YEAR IN WHICH SUCH SERVICES ARE
PERFORMED, INSTEAD OF BEING CREDITED TO YOUR ACCOUNT FOR LATER PAYMENT.
2. FORM OF PAYMENT. Executive IRREVOCABLY elects to have amounts credited
to his Account paid to him on, or beginning on, the date described in paragraph
1 hereof in the following form:
CHECK ONE OF THE FOLLOWING BOXES:
[ ] Single lump-sum; or
[ ] Equal annual installments over a period of five (5) years
3. DESIGNATED BENEFICIARY.
a. PRIMARY DESIGNATED BENEFICIARY. Executive elects to have the unpaid
balance of his Account ("Remaining Balance") paid, within ninety (90) days
following his death, in a single lump-sum to the following primary Designated
Beneficiary(ies):
Name of Primary Social Security Percentage of
Designated Beneficiary Number Mailing Address Death Benefit
- ---------------------- --------------- --------------- -------------
__________%
__________%
If a primary Designated Beneficiary predeceases Executive, then the Remaining
Balance shall be paid instead, within ninety (90) days following Executive's
death, to the primary Designated Beneficiary's estate; provided, however, that
if Executive has named a contingent Designated Beneficiary in paragraph 3.b,
then the Remaining Balance shall be paid instead as provided in such paragraph.
b. CONTINGENT DESIGNATED BENEFICIARY. Executive elects to have the
Remaining Balance paid, within ninety (90) days following his death, in a single
lump-sum to the following contingent Designated Beneficiary(ies):
Name of Primary Social Security Percentage of
Designated Beneficiary Number Mailing Address Death Benefit
- ---------------------- --------------- --------------- -------------
__________%
__________%
If a contingent Designated Beneficiary predeceases Executive, then the Remaining
Balance shall be paid instead, within ninety (90) days following Executive's
death, to the contingent Designated Beneficiary's estate.
4. WITHHOLDING. All payments under the Agreement shall be subject to
reduction by the Company for all amounts that the Company is required to
withhold under federal, state or local tax laws.
5. CAPITALIZED TERMS. Capitalized terms not otherwise defined herein have
the meaning given to those terms in the Agreement.
6. AGREEMENT CONTROLS. This Payment Election Form is subject to the terms
and conditions of the Agreement, which may cause payments to be paid either
sooner or later, and in a different form, than elected by Executive hereunder.
EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THE AGREEMENT, HAS READ IT
AND AGREES TO BE BOUND BY IT.
EXECUTIVE
Date:
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Print name:
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EXECUTIVE'S SIGNATURE HERETO WITNESSED BY:
Date:
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Print name:
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EXHIBIT B
GLACIER BANCORP, INC.
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
(EFFECTIVE AS OF JANUARY 1, 2008)
----------
DESIGNATED BENEFICIARY CHANGE FORM
The undersigned ("Executive") is a party to the Amended and Restated
Supplemental Executive Retirement Agreement, effective as of January 1, 2008, by
and between Glacier Bancorp, Inc. and Executive ("Agreement"). Executive hereby
changes the Designated Beneficiary(ies) of his Account as provided herein.
1. PRIMARY DESIGNATED BENEFICIARY. Executive elects to have the unpaid
balance of his Account ("Remaining Balance") paid, within ninety (90) days
following his death, in a single lump-sum to the following primary Designated
Beneficiary(ies):
Name of Primary Social Security Percentage of
Designated Beneficiary Number Mailing Address Death Benefit
- ---------------------- --------------- --------------- -------------
__________%
__________%
If a primary Designated Beneficiary predeceases Executive, then the Remaining
Balance shall be paid instead, within ninety (90) days following Executive's
death, to the primary Designated Beneficiary's estate; provided, however, that
if Executive has named a contingent Designated Beneficiary in paragraph 2, then
the Remaining Balance shall be paid instead as provided in such paragraph.
2. CONTINGENT DESIGNATED BENEFICIARY. Executive elects to have the
Remaining Balance paid, within ninety (90) days following his death, in a single
lump-sum to the following contingent Designated Beneficiary(ies):
Name of Primary Social Security Percentage of
Designated Beneficiary Number Mailing Address Death Benefit
- ---------------------- --------------- --------------- -------------
__________%
__________%
If a contingent Designated Beneficiary predeceases Executive, then the Remaining
Balance shall be paid instead, within ninety (90) days following Executive's
death, to the contingent Designated Beneficiary's estate.
3. CAPITALIZED TERMS. Capitalized terms not otherwise defined herein have
the meaning given to those terms in the Agreement.
4. PRIOR ELECTIONS SUPERSEDED. This Designated Beneficiary Change Form
supersedes any forms dated prior to the date hereof that name Designated
Beneficiaries of Executive's Account.
EXECUTIVE
Date:
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Print name:
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EXECUTIVE'S SIGNATURE HERETO WITNESSED BY:
Date:
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Print name:
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EXHIBIT C
GLACIER BANCORP, INC.
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
(EFFECTIVE AS OF JANUARY 1, 2008)
----------
2008 TRANSITION PAYMENT ELECTION FORM
The undersigned ("Executive") is a party to the Amended and Restated
Supplemental Executive Retirement Agreement, effective as of January 1, 2008, by
and between Glacier Bancorp, Inc. and Executive ("Agreement"). Executive hereby
makes the elections set forth herein with respect to his Account (as defined in
the Agreement) pursuant to Section 3.02 of IRS Notice 2007-86 ("Notice of
Additional 2008 Transition Relief under Section 409A") and other transition
relief provided by the IRS.
1. PAYMENT TRIGGER EVENT. Executive IRREVOCABLY elects to have amounts
credited to his Account paid to him on, or beginning on, the first day of the
first month immediately following the month in which the following Payment
Trigger Event occurs:
CHECK ONE OF THE FOLLOWING BOXES:
[ ] Separation from Service;
[ ] Attainment of age of sixty-five (65);
[ ] The following anniversary date of Executive's Separation from
Service ___________ (write 1st, 2nd, 3rd, 4th or 5th in space);
or
[ ] The following anniversary date of Executive's attainment of age
sixty-five (65) ___________ (write 1st, 2nd, 3rd, 4th or 5th in
space).
NOTE: IF YOU ELECT "ATTAINMENT OF AGE SIXTY-FIVE (65)" OR "THE FOLLOWING
ANNIVERSARY DATE OF EXECUTIVE'S ATTAINMENT OF AGE SIXTY-FIVE (65)," THEN
AMOUNTS, IF ANY, THAT WOULD OTHERWISE BE CREDITED TO YOUR ACCOUNT FOR SERVICES
PERFORMED AFTER THE PAYMENT TRIGGER EVENT OCCURS SHALL BE PAID TO YOU WITHIN
SIXTY (60) DAYS AFTER THE CLOSE OF THE PLAN YEAR IN WHICH SUCH SERVICES ARE
PERFORMED, INSTEAD OF BEING CREDITED TO YOUR ACCOUNT FOR LATER PAYMENT.
2. FORM OF PAYMENT. Executive IRREVOCABLY elects to have amounts credited
to his Account paid to him on, or beginning on, the date described in paragraph
1 hereof in the following form:
CHECK ONE OF THE FOLLOWING BOXES:
[ ] Single lump-sum; or
[ ] Equal annual installments over a period of five (5) years
3. DESIGNATED BENEFICIARY.
a. PRIMARY DESIGNATED BENEFICIARY. Executive elects to have the unpaid
balance of his Account ("Remaining Balance") paid, within ninety (90) days
following his death, in a single lump-sum to the following primary Designated
Beneficiary(ies):
Name of Primary Social Security Percentage of
Designated Beneficiary Number Mailing Address Death Benefit
- ---------------------- --------------- --------------- -------------
__________%
__________%
If a primary Designated Beneficiary predeceases Executive, then the Remaining
Balance shall be paid instead, within ninety (90) days following Executive's
death, to the primary Designated Beneficiary's estate; provided, however, that
if Executive has named a contingent Designated Beneficiary in paragraph 3.b,
then the Remaining Balance shall be paid instead as provided in such paragraph.
b. CONTINGENT DESIGNATED BENEFICIARY. Executive elects to have the
Remaining Balance paid, within ninety (90) days following his death, in a single
lump-sum to the following contingent Designated Beneficiary(ies):
Name of Primary Social Security Percentage of
Designated Beneficiary Number Mailing Address Death Benefit
- ---------------------- --------------- --------------- -------------
__________%
__________%
If a contingent Designated Beneficiary predeceases Executive, then the Remaining
Balance shall be paid instead, within ninety (90) days following Executive's
death, to the contingent Designated Beneficiary's estate.
4. WITHHOLDING. All payments under the Agreement shall be subject to
reduction by the Company for all amounts that the Company is required to
withhold under federal, state or local tax laws.
5. AGREEMENT CONTROLS. This Payment Election Form is subject to the terms
and conditions of the Agreement, which may cause payments to be paid either
sooner or later, and in a different form, than elected by Executive hereunder.
6. PRIOR ELECTIONS. The elections made by Executive herein supersede all
prior elections of Executive relating to compensation deferred under the Plan,
including compensation deferred prior to January 1, 2008.
7. AGREEMENT TO BE BOUND. EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED A
COPY OF THE 2008 AMENDED AND RESTATED AGREEMENT AND AGREES TO BE BOUND BY THE
TERMS AND CONDITIONS THEREOF.
8. CAPITALIZED TERMS. Capitalized terms not otherwise defined herein have
the meaning given to those terms in the Agreement.
9. IRS NOTICE 2007-86. No change in the time or form of payment made
hereunder shall apply to amounts that would otherwise be payable in 2008 or
cause an amount to be paid in 2008 that would not otherwise be payable in 2008.
EXECUTIVE
Date:
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Print name:
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EXECUTIVE'S SIGNATURE HERETO WITNESSED BY:
Date:
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Print name:
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