EXHIBIT 99.99
NORTH VALLEY BANCORP
DIRECTOR DEFERRED FEE PLAN
Amended and Restated
Effective January 1, 2005
Purpose
The purpose of this North Valley Bancorp Director Deferred Fee Plan is
to provide a deferred fee opportunity to members of the Boards of Directors of
North Valley Bancorp and those of its affiliates that participate under this
Plan, as set forth in Section 1.11. This Plan is intended to be unfunded for tax
purposes and to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended, as added by the American Jobs Creation Act of
2004 and the Treasury regulations or any other authoritative guidance issued
thereunder.
This Plan amends and restates the Director Deferred Fee Agreements
between North Valley Bank and the directors covered hereunder, as set forth in
Section 1.9, that previously governed the fee deferrals contemplated under this
Plan and elected by said directors. All fee deferrals elected by said directors,
including deferrals prior to January 1, 2005, are subject to Section 409A
(defined below).
Article 1
Definitions
Whenever used in this Plan, the following words and phrases shall have
the meanings specified:
1.1 "Anniversary Date" means December 31 of each year.
1.2 "Benefit Election Form" means the Form attached as Exhibit 3.
1.3 "Change of Control" means the occurrence of any of the
following events with respect to the Company or the Employer: (i) a change in
control of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or in response to any other form
or report to the regulatory agencies or governmental authorities having
jurisdiction over the Company or any stock exchange on which the Company's
shares are listed which requires the reporting of a change in control; (ii) any
merger, consolidation or reorganization of the Company or the Employer in which
the Company or the Employer does not survive; (iii) any sale, lease, exchange,
mortgage, pledge, transfer or other disposition (in one transaction or a series
of transactions) of any assets of the Company or the Employer having an
aggregate fair market value of fifty percent (50%) of the total value of the
assets of the Company or the Employer, reflected in the most recent balance
sheet of the Company or the Employer; (iv) a transaction whereby any "person"
(as such term is used in the Exchange Act or any individual, corporation,
partnership, trust or any other entity) is or becomes the beneficial owner,
directly or indirectly, of securities of Employer representing fifty percent
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(50%) or more of the combined voting power of the Company's or the Employer's
then outstanding securities; (v) if in any one year period, individuals who at
the beginning of such period constitute the Board of Directors of the Company
cease for any reason to constitute at least a majority thereof, unless the
election, or the nomination for election by the Company's shareholders, of each
new director is approved by a vote of a least three-quarters of the directors
then still in office who were directors at the beginning of the period; (iv) a
majority of the members of the Board of Directors of the Company in office prior
to the happening of any event determines in its sole discretion that as a result
of such event there has been a change in control. Notwithstanding the foregoing
or anything else contained herein to the contrary, there shall not be a "change
of control" for purposes of this Plan if the event which would otherwise come
within the meaning of the term "change of control" involves (a) an Employee
Stock Ownership Plan or similar plan sponsored by the Company which is the party
that acquires "control" or is the principal participant in the transaction
constituting a "change of control," as described above; or (b) the merger or
consolidation or other restructuring of any Employer with another Employer
participating in the Plan; or (c) for purposes of Section 4.2 only, an event
that does not constitute a change in control within the meaning of subsection
(a)(2)(A)(v) of Section 409A and any authoritative guidance issued thereunder
from time to time by the Internal Revenue Service.
1.4 "Code" means the Internal Revenue Code of 1986, as amended.
1.5 "Company" means North Valley Bancorp, and any successor.
1.6 "Deferral Account" means the Company's accounting of the
Director's accumulated Deferrals plus accrued interest.
1.7 "Deferral Election Form" means the Form attached as Exhibit 2.
1.8 "Deferrals" means the amount of the Director's Fees which the
Director elects to defer according to this Plan.
1.9 "Director" means any member of the Board of Directors of the
Employer who the Employer designates for Plan participation. As of the Effective
Date, the participating Directors are as set forth on the attached Exhibit 1.
1.10 "Effective Date" means January 1, 2005.
1.11 "Employer" means the Company and any affiliate of the Company
that adopts this Plan with the approval of the Company and on whose Board of
Directors the Director serves, and any successor.
1.12 "Fees" means the total fees paid to the Director during a Plan
Year.
1.13 "Plan Year" means the calendar year.
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1.14 "Section 409A" means Code section 409A and the Treasury
regulations or other authoritative guidance issued thereunder. Whenever the
terms "subject to Section 409A" or "to the extent permitted by Section 409A" (or
any such similar reference so as to indicate that a Plan provision is subject to
Section 409A) are used, such terms shall be interpreted to mean that the
applicable Plan provision shall be effective only if and to the extent such
provision would not trigger penalty taxes or interest under Section 409A.
1.15 "Termination for Cause" is as described in Article 6.
1.16 "Termination of Service" means that the Director ceases to be
a member of the Employer's Board of Directors for any reason whatsoever other
than by reason of a leave of absence, which is approved by the Employer. For
purposes of this Plan, if there is a dispute over the Director's status or the
date of the Director's Termination of Service, the Employer shall have the sole
and absolute right to decide the dispute. Notwithstanding the preceding, a
Termination of Service shall not include any event that does not qualify as a
"Separation from Service" under Section 409A.
Article 2
Deferral Election
2.1 Timing of Election. The Director shall make a deferral
election under the Plan by filing with the Company a signed Deferral Election
Form within the deadlines established by the Company, provided that, except as
provided below, in no event shall such an election be made after the last day of
the Plan Year preceding the Plan Year in which the services giving rise to the
Fees to be deferred are to be performed.
Notwithstanding the preceding, to the extent permitted under
Section 409A, the Company may, in its discretion, permit a Director to make an
election to defer Fees which relate all or in part to services performed on or
before December 31, 2005, by no later than the earlier of (a) March 15, 2005 or
(b) the date such Fees are otherwise payable to the Director.
To the extent permitted under Section 409A, and by the
Company, the Director may terminate participation in the Plan or cancel a
deferral election under the Plan at any time during the 2005 calendar year.
2.2 First Year of Eligibility. Notwithstanding the above, if and
to the extent permitted by the Company, in the case of the first Plan Year in
which a Director becomes eligible to participate in the Plan, the Director may
make a deferral election at times other than those permitted above, provided
that such election is made no later than thirty (30) days after the date the
Director becomes eligible to participate in the Plan. Such election will apply
only with respect to Fees attributable to services performed after the date the
election is made (including, as permitted under Section 409A, a pro-rated
portion of any Fees earned over a period that has already begun at the time of
such election).
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2.3 Election Changes. Subject to Section 4.3, a Director may not
change his or her deferral election that is in effect for a Plan Year, unless
permitted by the Company in compliance with Section 409A.
2.4 Validity of Elections. The Company reserves the right to
determine the validity of all deferral elections made under the Plan in
accordance with the requirements of applicable law, including Section 409A. If
the Company, in its sole discretion, determines that an election is not valid
under applicable law, the Company may treat the deferral election as null and
void, and cause the Employer to pay Fees to the affected Director without regard
to the Director's deferral election. By way of example and not limitation, if
the Company determines that a deferral election should have been made at a time
that is earlier than the time it is actually made (even if such election would
otherwise comply with the terms of the Plan), the Company will have the right to
disregard such election and to have the Employer pay the Fees to the affected
Director without regard to the Director's deferral election.
Article 3
Deferral Account
3.1 Establishing and Crediting. The Company shall establish a
Deferral Account on its books for the Director and shall credit to the Deferral
Account the following amounts:
3.1.1 Deferrals. The Fees deferred by the Director as of
the time the Fees would have otherwise been paid to the Director.
3.1.2 Interest. Interest is to be accrued on the account
balance based on the 11th District Cost of Funds plus six percent (6%)
but in no event shall the rate be lower than eight percent (8%) nor
higher than eleven percent (11%). The interest shall be credited on the
first business day of the Plan Year, compounded monthly.
3.2 Statement of Accounts. The Company shall provide to the
Director, within one hundred twenty (120) days after each Anniversary Date, a
statement setting forth the Deferral Account balance.
3.3 Accounting Device Only. The Deferral Account is solely a
device for measuring amounts to be paid under this Plan. The Deferral Account is
not a trust fund of any kind. The Director is a general unsecured creditor of
the Company for the payment of benefits. The benefits represent the mere Company
promise to pay such benefits. The Director's rights are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Director's creditors.
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Article 4
Lifetime Benefits
4.1 Termination of Service Benefit. Upon Termination of Service
for reasons other than death, the Company shall pay to the Director the benefit
described in this Section 4.1 in lieu of any other benefit under the Plan.
4.1.1 Amount of Benefit. The benefit under this Section 4.1
is the Deferral Account balance at the Director's Termination of
Service.
4.1.2 Payment of Benefit. The Company shall pay the benefit
under this Section 4.1 to the Director (i) in a lump sum as soon as
practicable following the Director's Termination of Service or (ii) as
an annual benefit in twelve (12) equal monthly installments payable
over five (5), ten (10), fifteen (15) or twenty (20) years on the first
day of each month commencing with the month following the Director's
Termination of Service, as irrevocably elected by the Director on the
Benefit Election Form (Exhibit 3) submitted to the Company on the later
of December 31, 2006 (subject to any Section 409A restrictions on such
election) or the date of the Director's initial deferral election under
the Plan. If installments are elected, the Company shall credit
interest pursuant to Section 3.1.2 on the remaining Deferral Account
balance during any applicable installment period. Notwithstanding the
preceding, the Director's benefit shall automatically be paid in a lump
sum as soon as practicable following the Director's Termination of
Service if (i) the Director has failed to timely make an election for
the payment of the benefit, or (ii) the value of the Director's
Deferral Account as of the date of the Director's Termination of
Service is twenty five thousand dollars ($25,000) or less.
4.2 Change of Control Benefit. If irrevocably elected by the
Director on a Benefit Election Form (Exhibit 3) duly completed, executed and
submitted to the Company by the later of December 31, 2006 (subject to any
Section 409A restrictions on such election) or the date of the Director's
initial deferral election under the Plan, the Company shall pay to the Director
the benefit described in this Section 4.2.
4.2.1 Amount of Benefit. The benefit under this Section 4.2
is the Deferral Account balance at the Change of Control.
4.2.2 Payment of Benefit. The Company shall pay the benefit
under this Section 4.2 to the Director (i) in a lump sum as soon as
practicable following the Change in Control or (ii) as an annual
benefit in twelve (12) equal monthly installments payable over five
(5), ten (10), fifteen (15) or twenty (20) years on the first day of
each month commencing with the month following the Change in Control,
as irrevocably elected by the Director on the Benefit Election Form
(Exhibit 3) submitted to the Company on the later of December 31, 2006
(subject to any Section 409A restrictions on such election) or the date
of the Director's initial deferral election under the Plan. If
installments are elected, the Company shall credit interest pursuant to
Section 3.1.2 on the remaining Deferral Account balance during any
applicable installment period. Notwithstanding the preceding, if the
Director has made the payment election under Section 4.2, the
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Director's benefit shall automatically be paid in a lump sum as soon as
practicable following the Director's Termination of Service if (i) the
Director has failed to timely make an election for the form of the
benefit, or (ii) the value of the Director's Deferral Account as of the
date of the Change in Control is twenty five thousand dollars ($25,000)
or less..
4.3 Unforeseeable Emergency Distribution. Upon the Company's
determination (following petition by the Director) that the Director has
suffered an unforeseeable emergency as described below, the Company shall (i)
terminate the then effective deferral election of the Director to the extent
permitted under Section 409A, and (ii) distribute to the Director all or a
portion of the Deferral Account balance as determined by the Company, but in no
event shall the distribution be greater than the amount determined by the
Company that is necessary to satisfy the unforeseeable emergency plus amounts
necessary to pay taxes reasonably anticipated as a result of the distribution,
after taking into account the extent to which the unforeseeable emergency is or
may be relieved through reimbursement or compensation by insurance or otherwise
or by liquidation of the Director's assets (to the extent the liquidation of
assets would not itself cause severe financial hardship); provided, however,
that such distribution shall be permitted solely to the extent permitted under
Section 409A. For purposes of this Section, "unforeseeable emergency" means a
severe financial hardship to the Director resulting from (a) an illness or
accident of the Director, the Director's spouse or a dependent (as defined in
Code Section 152(a)) of the Director, (b) a loss of the Director's property due
to casualty, or (c) other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Director, each as
determined to exist by the Company.
Article 5
Death Benefits
5.1 Death During Active Service or After Termination of Service
But Before Payment of a Lifetime Benefit Commences. Subject to Section 5.3, if
the Director dies prior to the commencement of a lifetime benefit under this
Plan, no benefits shall be payable under this Plan. Rather any benefits shall be
paid to the Director's beneficiary pursuant to the terms of the Split Dollar
Agreement and Endorsement attached hereto as Addendum A.
5.2 Death During Payment of a Lifetime Benefit. Subject to Section
5.3., if the Director dies after any lifetime benefit payments have commenced
under this Plan but before receiving all such payments, no further benefits
shall be payable under this Plan. Rather any remaining benefits shall be paid to
the Director's beneficiary pursuant to the terms of the Split Dollar Agreement
and Endorsement attached hereto as Addendum A.
5.3 Death Benefits in the Absence or Inadequacy of Split Dollar
Agreement. Notwithstanding Sections 5.1 and 5.2, if a Director with respect to
whom no Split Dollar Agreement has been entered into dies either prior to or
after the commencement of any lifetime benefit payments hereunder, such
Director's beneficiary shall receive, in a lump sum as soon as practicable after
the Company has been provided with satisfactory proof of the Director's death,
an amount equal to the Director's Deferral Account balance or remaining balance,
as applicable, at the time of the Director's death. Such Director shall
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designate his or her beneficiary by filing a written designation with the
Company. The Director may revoke or modify the designation at any time by filing
a new designation. However, designations will only be effective if signed by the
Director and accepted by the Company during the Director's lifetime. The
Director's beneficiary designation shall be deemed automatically revoked if the
beneficiary predeceases the Director or if the Director names a spouse as
beneficiary and the marriage is subsequently dissolved. If the Director dies
without a valid beneficiary designation, all payments shall be made to the
Director's estate. In addition, if the Director has entered into a Split Dollar
Agreement but the proceeds payable thereunder are restricted due to the
inadequacy of Net Death Proceeds under the policy(ies) held thereunder (as
defined in the Split Dollar Agreement) or are insufficient because the Company
has amended or terminated the Split Dollar Agreement without the Director's
consent, then any such shortfall shall be paid by the Company in a present value
lump sum to the beneficiaries identified under the Split Dollar Agreement,
together with additional payments to such beneficiaries to make them whole for
any additional income or estate taxes that are payable as a result of the monies
being distributed under this Plan rather than under the Split Dollar Agreement;
provided, however, that the additional payments for taxes shall only be due if
the inadequacy of Net Death Proceeds is caused by the Company's failure to
exercise reasonable care to ensure the adequacy of such Net Death Proceeds or is
caused by the Company amending or terminating the Split Dollar Agreement without
the Director's consent.
Article 6
General Limitations
6.1 Termination for Cause. Notwithstanding any provision of this
Plan to the contrary, the Company shall not pay any benefit under this Plan that
is in excess of the Director's Deferrals (the interest earned on the Deferral
Account) if the Employer terminates the Director's service for:
(a) Gross negligence or gross neglect of duties to the
Employer;
(b) Commission of a felony or of a gross misdemeanor
involving moral turpitude in connection with the Director's service
with the Employer; or
(c) Fraud, disloyalty, dishonesty or willful violation of
any law or significant Company policy committed in connection with the
Director's service and resulting in an adverse effect on the Employer.
A Termination for Cause shall not be deemed to occur if the
Termination of Service occurs at any time after a Change in Control.
6.2 Suicide or Misstatement. Notwithstanding any provision of this
Plan to the contrary, the Company shall not pay any death benefit under this
Plan exceeding the Deferral Account if the Director commits suicide within two
years after entry into this Plan, or if the Director has made any material
misstatement of fact on any application for life insurance purchased by the
Company.
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Article 7
Claims and Review Procedures
7.1 Claims Procedure. The Company shall notify any person or
entity that makes a claim against the Agreement (the "Claimant") in writing
within 90 days of Claimant's written application for benefits, of his or her
eligibility or non-eligibility for benefits under the Agreement. If the Company
determines that the Claimant is not eligible for benefits or full benefits, the
notice shall set forth (1) the specific reasons for such denial, (2) specific
reference to the provisions of the Agreement on which the denial is based, (3) a
description of any additional information or material necessary for the Claimant
to perfect his or her claim and a description of why it is needed and (4) an
explanation of the Agreement's claims review procedure and other appropriate
information as to the steps to be taken if the Claimant wishes to have the claim
reviewed. If the Company determines that there are special circumstances
requiring additional time to make a decision, the Company shall notify the
Claimant of the special circumstances and the date by which a decision is
expected to be made, and may extend the time for up to an additional 90 days.
7.2 Review Procedure. If the Claimant is determined by the Company
not to be eligible for benefit, or if the Claimant believes that he or she is
entitled to greater or different benefits, the Claimant shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within 60 days after receipt of the notice issued by the
Company. Said petition shall state the specific reasons which the Claimant
believes entitle him or her to benefits or to greater or different benefits.
Within 60 days after receipt by the Company of the petition, the Company shall
afford the Claimant (and counsel, if any) an opportunity to present his of her
position to the Company verbally or in writing, and the Claimant (or counsel)
shall have the tight to review the pertinent documents. The Company shall notify
the Claimant of its decision in writing within the 60-day period stating
specifically the basis of its decision, written in a manner calculated to be
understood by the Claimant and the specific provisions of the Agreement on which
the decision is based. If, because of the need for a hearing, the 60-day period
is not sufficient, the decision may be deferred for up to another 60 days at the
election of the Company, but notice of this deferral shall be given to the
Claimant.
Article 8
Amendments and Termination
8.1 Termination. Although the Company anticipates that it will
continue the Plan for an indefinite period of time, there is no guarantee that
the Company will continue the Plan or will not terminate the Plan at any time in
the future. Accordingly, the Company reserves the right to discontinue its
sponsorship of the Plan and/or to terminate the Plan at any time with respect to
any or all of the Directors, by action of its full Board of Directors. The
termination of the Plan shall not adversely affect any Director or beneficiary
who has become entitled to the payment of any benefits under the Plan as of the
date of termination, including the right of the Director or beneficiary to be
paid Plan benefits accrued through the date of termination in accordance with
the Plan terms and the Director's distribution elections in effect at the time
of termination. Upon Plan termination, an immediate lump sum distribution of the
Director's Deferral Account may be made at the discretion of the Company and
subject to the conditions of Section 409A for making such payment.
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8.2 Amendment. The Company may, at any time, amend or modify the
Plan in whole or in part, by action of its full Board of Directors; provided,
however, that no amendment or modification shall be effective to decrease or
restrict the rights of a Director is his or her Deferral Account in existence at
the time the amendment or modification is made, including the right to be paid
Plan benefits accrued through the date of the amendment or modification in
accordance with the Plan terms and the Director's distribution elections in
effect at the time of the amendment or modification.
Article 9
Miscellaneous
9.1 Binding Effect. This Plan shall bind the Director and the
Company and their beneficiaries, survivors, executors, administrators and
transferees.
9.2 No Guarantee of Service. This Plan is not a contract for
service. It does not give the Director the right to remain in the service of the
Employer, nor does it interfere with the Employer's right to replace the
Director. It also does not require the Director to remain in the service of the
Employer nor interfere with the Director's right to terminate service at any
time.
9.3 Non-Transferability. Benefits under this Plan cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
9.4 Tax Withholding. The Employer shall withhold any taxes that
are required to be withheld from the benefits provided under this Plan.
9.5 Applicable Law. The Plan and all rights hereunder shall be
governed by the laws of California, except to the extent preempted by the laws
of the United States of America.
9.6 Unfunded Arrangement. The Director and the Director's
beneficiary are general unsecured creditors of the Company for the payment of
benefits under this Plan. The benefits represent the mere promise by the Company
to pay such benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the Director's life is
a general asset of the Company to which the Director and the Director's
beneficiary have no preferred or secured claim.
9.7 Reorganization. The Company shall not merge or consolidate
into or with another company, or reorganize, or sell substantially all of its
assets to another company, firm, or person unless such succeeding or continuing
company, firm, or person agrees to assume and discharge the obligations of the
Company under this Plan. Upon the occurrence of such event, the term "Company"
as used in this Plan shall be deemed to refer to the successor or survivor
company.
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9.8 Entire Agreement. This Plan constitutes the entire agreement
between the Company and the Director as to the subject matter hereof. No rights
are granted to the Director by virtue of this Plan other than those specifically
set forth herein.
9.9 Administration. The Company shall have powers which are
necessary to administer this Plan, including but not limited to:
(a) Interpreting the provisions of the Plan;
(b) Establishing and revising the method of accounting
for the Plan;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms
necessary or desirable to administer the Plan.
9.10 Prohibited Acceleration/Distribution Timing. This Section
shall take precedence over any other provision of the Plan to the contrary. No
provision of this Plan shall be followed if following the provision would result
in the acceleration of the time or schedule of any payment from the Plan (i) as
would require income tax to a Director prior to the date on which the amount is
distributable to or on behalf of the Director under Article 4 or 5 or (ii) which
would result in penalties to the Director under Section 409A. In addition, if
the timing of any distribution election would result in any tax or other penalty
(other than ordinarily payable Federal, state or local income or payroll taxes),
which tax or penalty can be avoided by payment of the distribution at a later
time, then the distribution shall be made (or commence, as the case may be) on
(or as soon as practicable after) the first date on which such distributions can
be made (or commence) without such tax or penalty.
9.11 Aggregation of Employers. To the extent required under Section
409A, if the Employer is a member of a controlled group of corporations or a
group of trades or business under common control (as described in Code ss.414(b)
or (c)), all members of the group shall be treated as a single Employer for
purposes of whether there has occurred a Termination of Service and for any
other purposes under the Plan as Section 409A shall require.
9.12 Reimbursement of Expenses in Enforcing Rights. All reasonable
costs and expenses, including, without limitation, fees and disbursements of
actuaries, accountants and counsels incurred by the Director in seeking in good
faith to enforce rights pursuant to this Plan shall be paid on behalf of or
reimbursed to the Director promptly by the Company. Except in the case of a
Change of Control, the Director shall be responsible to reimburse the Company
for amounts expended by the Company under this Section if an enforcement action
is initiated by the Director hereunder and the Director does not substantially
prevail on the merits of such enforcement action.
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IN WITNESS WHEREOF, a duly authorized Company officer has signed this Plan
document as of January 1, 2005.
Company:
NORTH VALLEY BANCORP
By /s/ MICHAEL J. CUSHMAN
--------------------------------------
Michael J. Cushman
Title: President and Chief Executive
Officer
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EXHIBIT 1
TO
NORTH VALLEY BANCORP
DIRECTOR DEFERRED FEE PLAN
Participating Directors as of Effective Date:
William W. Cox
Royce L. Friesen
Dan W. Ghidinelli
Kevin D. Hartwick
Roger Kohlmeier
Martin A. Mariani
Dolores M. Vellutini
Mike Wells
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EXHIBIT 2
TO
NORTH VALLEY BANCORP
DIRECTOR DEFERRED FEE PLAN
CASH RETAINER/MEETING FEE
DEFERRAL ELECTION FORM
----------------------
Deadline for Completion: December 31, ____*
Please Print in Ink:
- --------------------
PARTICIPANT INFORMATION
- -----------------------
Name: _____________________________________________________
Social Security Number: _____________________________________________________
Address: _____________________________________________________
_____________________________________________________
Telephone Number: _____________________________________________________
ELECTION TO DEFER
- -----------------
I hereby elect to reduce my cash retainer and/or meeting fees to be earned
during the above noted calendar year by the percentage(s) and/or amount(s)
indicated below.
ELECTION TO DEFER CASH RETAINER
- -------------------------------
Cash Retainer Reduction
(Choose any whole percentage
from 0% to 100% or any whole
dollar amount): _____________________________________________________
ELECTION TO DEFER MEETING FEES
- ------------------------------
Meeting Fee Reduction
(Choose any whole percentage
from 0% to 100% or any whole
dollar amount): _____________________________________________________
I acknowledge that I have been offered an opportunity to participate in
the Plan. I will participate in the Plan in accordance with my elections on this
form and authorize the Company to make the appropriate deductions (if any) from
____________________________
* Notwithstanding the above-indicated deadline, if you became first eligible
to participate in this Plan mid-year, you may elect to defer cash
retainer/meeting fee amounts to be earned by you subsequent to your
election and during the remainder of the year, as long as the election is
made within 30 days after the date you first became eligible to
participate.
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my cash retainer and/or meeting fees, as indicated on this form. I understand
that any cash retainer and/or meeting fee reduction election is subject to all
of the applicable terms of the Plan. I acknowledge that the cash retainer and/or
meeting fee reduction election made herein, if any, will continue until the end
of the above indicated calendar year, unless subsequently changed by me,
pursuant to rules contained in the Plan. I hereby acknowledge (a) that my Plan
benefits are subject to the claims of the Company's creditors should the Company
become bankrupt or insolvent, and (b) that a copy of the Plan document and
related Trust Agreement are available to me upon request.
Date: ___________________ ____________________________________
Signature
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EXHIBIT 3
TO
NORTH VALLEY BANCORP
SALARY CONTINUATION PLAN
Benefit Election Form
Please Print in Ink:
- --------------------
DIRECTOR INFORMATION
- --------------------
Name: _____________________________________________________
Social Security Number: _____________________________________________________
Address: _____________________________________________________
_____________________________________________________
Telephone Number: _____________________________________________________
I. FORM OF DISTRIBUTION. I REQUEST PAYMENTS UNDER THE PLAN TO BE MADE IN
THE FOLLOWING FORMS AND AT THE FOLLOWING TIMES (CHECK ONE UNDER EACH CATEGORY):
A. Section 4.1 (Normal Retirement). In the event benefit payments
become payable to me under Section 4.1 (Normal Retirement), I hereby irrevocably
elect that such payments be made to me in the following form:
(1) ___ As an annual benefit in twelve (12) equal monthly
installments payable over twenty (20) years on the first day of each month
commencing with the month following my Termination of Service
(2) ____ As an annual benefit in twelve (12) equal
monthly installments payable over fifteen (15) years on the first day of each
month commencing with the month following my Termination of Service
(3) ____ As an annual benefit in twelve (12) equal
monthly installments payable over ten (10) years on the first day of each month
commencing with the month following my Termination of Service
(4) ____ As an annual benefit in twelve (12) equal
monthly installments payable over five (5) years on the first day of each month
commencing with the month following my Termination of Service
(5) ____ As a lump sum form payable as soon as
practicable following my Termination of Service
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B. Section 4.2 (Change in Control). In the event benefit payments
become payable to me under Section 4.2 (Change in Control), I hereby irrevocably
elect that such payments be made to me in the following form:
(1) ___ As an annual benefit in twelve (12) equal monthly
installments payable over twenty (20) years on the first day of each month
commencing with the month following a Change in Control
(2) ____ As an annual benefit in twelve (12) equal
monthly installments payable over fifteen (15) years on the first day of each
month commencing with the month following a Change in Control
(3) ____ As an annual benefit in twelve (12) equal
monthly installments payable over ten (10) years on the first day of each month
commencing with the month following a Change in Control
(4) ____ As an annual benefit in twelve (12) equal
monthly installments payable over five (5) years on the first day of each month
commencing with the month following a Change in Control
(5) ____ As a lump sum form payable as soon as
practicable following a Change in Control
(6) ____ I hereby elect not to have my Plan benefit
payable upon a Change in Control, but instead to have my Plan Benefit paid upon
the occurrence of a benefit entitlement event (e.g., Termination of Service)
occurring later.
II. BENEFICIARY DESIGNATION (NOTE: FILL OUT THIS PORTION OF THE FORM ONLY
IF YOU DO NOT HAVE ON FILE WITH THE COMPANY A CURRENTLY EFFECTIVE NORTH VALLEY
BANCORP SPLIT DOLLAR AGREEMENT)
I hereby revoke any prior designations of death benefit beneficiary/ies
under the Plan, and I hereby designate the following beneficiary/ies to receive
any benefit payable on account of my death under the Plan, subject to my right
to change this designation and subject to the terms of the Plan:
A. Primary Beneficiary/ies
-----------------------
Name, Address, Relationship to % of Plan Date of Social Security
Phone Participant Benefit Birth Number
- ------------- --------------- --------- ------- ---------------
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B. Contingent Beneficiary/ies (Will receive indicated portions of Plan
benefit if no Primary Beneficiary/ies survive the Participant)
Name, Address, Relationship to % of Plan Date of Social Security
Phone Participant Benefit Birth Number
- ------------- --------------- --------- ------- ---------------
I recognize that the above beneficiary designation shall be of no force
or effect if there is in effect on the date of my death a North Valley Bancorp
Split Dollar Agreement.
I acknowledge that I have been given a copy of the Plan and I agree
that the above elections are subject to all of the terms of the Plan.
Date: ___________________ ____________________________________________
Director's Signature
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