EXHIBIT 10.8
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FirstBank Northwest
Executive Non-Qualified Retirement Plan
FirstBank Northwest
Executive Non-Qualified Retirement Plan
Introduction and Purpose
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The purpose of this Executive Non-Qualified Retirement Plan is to provide
supplemental retirement benefits to the executives designated to participate
herein, to encourage them to remain an employee of the Employer, and to
contribute materially to the continued growth, development and future business
success of the Employer. The Effective Date of this Plan is December 1, 2001.
The provisions of this Plan shall not supercede or otherwise affect any deferred
compensation or salary continuation plan, contract or agreement in effect as of
the Effective Date. This Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA.
ARTICLE I
Definitions
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For purposes of this Plan, unless otherwise clearly apparent from the context,
the following phrases or terms shall have the following indicated meanings:
"Accrued Benefit" shall mean, unless otherwise provided in the
Participant's Plan Agreement, an amount equal to the Participant's
Monthly Benefit multiplied by a fraction, the numerator of which is (a)
the Participant's Years of Participation from the date of his
commencement of participation herein and ending on the last day of the
month in which the Participant experiences a Termination of Employment,
and the denominator of which is (b) the total number of Years of
Participation determined as of the Participant remained continually
employed until his Normal Retirement Date.
EXAMPLE: A Participant who is age 55 with a Monthly Benefit of
$4,000 ($48,000 annually) payable at a Normal Retirement Date
of age 65 will each year until his Normal Retirement Age
accrue a Monthly Benefit of $400 ($4,800 annually) ($4,000
times 1/10). If that Participant experiences a Termination of
Employment after being credited with 3 Years of Participation,
then his Monthly Benefit payable commencing when he attains
age 65 will be $1,200 per month ($4,000 times 3/10).
"Affiliate" shall mean an entity related to the Employer pursuant to
Code Section 414(b) or 414(c).
"Beneficiary" shall mean one or more persons, estates or other
entities, designated in accordance with Article 9, that are entitled to
receive benefits under this Plan upon the death of the Participant.
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"Beneficiary Designation Form" shall mean the form established from
time to time by the Committee that the Participant completes, signs and
returns to the Committee to designate one or more Beneficiaries.
"Board" shall mean the board of directors of the Employer.
"Claimant" shall have the meaning set forth in Section 14.1.
"Code" shall mean the Internal Revenue Code 1986, as it may be amended
from time to time.
"Committee" shall mean the committee described in Article 12. If no
Committee is appointed, references thereto shall apply to the Employer
or its delegate appointed for purposes of administering this Plan.
"Employer" shall mean FirstBank Northwest, and any successor to all or
substantially all of the Employer's assets or business. Unless
otherwise provided, references to Employer shall be deemed also to
refer to Affiliates.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as it may be amended from time to time.
"Involuntary Termination" shall have the same meaning as "involuntary
termination" as defined in the Participant's employment agreement in
effect on the date the Participant experiences a Termination of
Employment.
"Monthly Benefit" shall mean the benefit set forth in the Participant's
Plan Agreement.
"Normal Retirement Date" shall mean the date set forth in the
Participant's Plan Agreement. If no such date is specified in the Plan
Agreement, then the Normal Retirement Date shall be the date the
Participant attains age sixty-five (65).
"Plan Agreement" shall mean a written agreement, as may be amended from
time to time, entered into by and between the Employer and the
Participant with respect to this Plan. Should there be more than one
Plan Agreement, the Plan Agreement bearing the latest date of
acceptance by the Employer shall supersede all previous Plan Agreements
in their entirety and shall govern such entitlement. The terms of any
Plan Agreement may be different for any Participant, and any Plan
Agreement may provide additional benefits not set forth in the Plan or
limit the benefits otherwise provided under the Plan; provided,
however, that any such additional benefits or benefit limitations must
be agreed to by both the Employer and the Participant.
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"Participant" shall mean an officer of the Employer (i) who is selected
to participate in the Plan, (ii) who signs a Plan Agreement, (iii)
whose signed Plan Agreement and Beneficiary Designation Form are
accepted by the Committee, and (iv) whose Plan Agreement has not
terminated. A spouse or former spouse of a Participant shall not be
treated as a Participant even if he or she has an interest in the
Participant's benefits under the Plan as a result of applicable law or
property settlements resulting from legal separation or divorce.
"Plan Year" shall mean the calendar year.
"Termination for Cause" shall mean the severing of the employment with
the Employer on account of "cause", as that term (or a similar term) is
defined in the Participant's employment contract with the Employer. If
no such employment contract is in effect, "cause" shall mean (1) gross
negligence or gross neglect of duties; (2) commission of a felony or
gross misdemeanor involving moral turpitude; (3) fraud, disloyalty or
willful violation of any law or significant Employer policy committed
in connection with the Participant's employment and resulting in an
adverse effect on the Employer; or (4) with in the employment with the
Employer, accepting additional employment with a competing institution.
"Termination of Employment" shall mean the severing of employment with
the Employer voluntarily or involuntarily, for any reason, including
than retirement, or death, other than on account of Termination for
Cause.
"Trust" shall mean any trust established between the Employer and the
trustee named therein to provide benefits hereunder, as amended from
time to time.
"Year of Participation" shall include each 12-month period (or fraction
thereof) during which the Participant is employed by the Employer,
including on an approved leave of absence, and a Participant hereunder.
ARTICLE 2
Selection, Enrollment, Eligibility
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2.1 Selection by Committee. Participation in the Plan shall be limited to
persons who are within a select group of management and highly
compensated employees, and who are selected by the Committee in its
sole discretion from time to time to participate herein.
2.2 Enrollment Requirements. As a condition to participation, each selected
Participant shall complete, execute and return to the Committee a Plan
Agreement and a Beneficiary Designation Form. In addition, the
Committee shall establish from time to time such other enrollment
requirements as it determines in its sole discretion are necessary or
appropriate.
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2.3 Eligibility; Commencement of Participation. Provided a person selected
to participate in the Plan has met all enrollment requirements set
forth in this Plan and required by the Committee, that person shall
commence participation in the Plan on the first day of the month
following the month in which he completes all enrollment requirements.
2.4 Termination of Participation. If the Committee determines in good faith
that a Participant no longer qualifies as a member of a select group of
management or highly compensated employees, as membership in such group
is determined in accordance with Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA, the Committee shall have the right, in its sole
discretion, to (i) not permit further benefit accruals hereunder,
and/or (ii) immediately distribute in a single lump sum the present
value (as determined by the Committee in its sole discretion) of the
Participant's vested Accrued Benefit determined as if the Participant
experienced a Termination of Employment, and terminate the
Participant's participation herein.
ARTICLE 3
Benefits
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3.1 Normal Retirement Benefit. If the Participant experiences a Termination
of Employment on his Normal Retirement Date, the Employer shall pay the
Monthly Benefit to him commencing on the first day of the month
following his Normal Retirement Date and on the first day of each
calendar month thereafter during his lifetime.
3.2 Late Retirement Benefit. If the Participant experiences a Termination
of Employment after his Normal Retirement Date, the Employer shall pay
his Monthly Benefit to him commencing on the first day of the month
following his Termination of Employment and on the first day of each
calendar month thereafter during his lifetime.
3.3 Termination of Employment Benefits. If the Participant experiences a
Termination of Employment prior to his Normal Retirement Date other
than on account of death or Termination for Cause, the Employer shall
pay the Participant's Accrued Benefit to him commencing on the first
day of the month following his Normal Retirement Date (if he is then
living) and on the first day of each calendar month thereafter during
his lifetime.
3.4 Death Benefits.
(a) If the Participant is not living on his Normal Retirement
Date, and the Participant's Beneficiary is living on that date, then
the Employer shall pay to the Beneficiary the Participant's Accrued
Benefit over two hundred and forty (240) monthly installments
commencing on the first day of the month after the Participant dies.
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(b) If the Participant dies after his Normal Retirement Date after
his Monthly Benefit has commenced, and is survived by his or her
Beneficiary, then the Employer shall pay to the Beneficiary the Monthly
Benefit that was payable to the Participant as of the month preceding
the month of his death, for a number of months equal to the difference
between (1) 240, and (2) the number of months during which the
Participant received a Monthly Benefit, commencing as of the first day
of the month after the Participant dies.
(c) After the death of both the Participant and the Beneficiary
prior to the payment of all Monthly Benefits, any remaining Monthly
Benefit payments due to be paid pursuant to Section 3.4(b) shall be
paid to the person(s) designated by the Participant. If no person(s)
are designated by the Participant to receive such payments, then such
payments shall be paid to the estate of the Beneficiary.
3.5 Acceleration of Benefits; Lump Sum Payments. The Committee may
accelerate the payment of a Participant or Beneficiary's benefits at
such time and in such manner as the Committee may determine.
3.6 Distributions. The Employer, or the trustee of the Trust, shall
withhold from any payments made to a Participant all federal, state and
local income, employment and other taxes required to be withheld by the
Employer, or the trustee of the Trust, in connection with such
payments, in amounts and in a manner to be determined in the sole
discretion of the Employer and the trustee of the Trust.
ARTICLE 4
In-Service Withdrawals and Distributions
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Except as otherwise permitted herein, in-service withdrawals and
distributions are not permitted under this Plan.
ARTICLE 5
Vesting
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Unless otherwise provided in the Participant's Plan Agreement, the
Participant will be fully vested in his Monthly Benefit at all times.
ARTICLE 6
Participant Contributions
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Participant contributions are neither permitted nor required hereunder.
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ARTICLE 7
Forfeiture of Benefits
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7.1 Termination for Cause. Upon a Participant's Termination for Cause no
Monthly Benefits (or further Monthly Benefits) shall be paid hereunder.
7.2 Regulatory Provisions. No further benefits shall be paid to a
Participant under this Plan for so long as required under the following
circumstances:
(a) Temporary Suspension or Prohibition. If the Participant is
suspended and/or temporarily prohibited from participating in the
conduct of the Employer's affairs by a notice served under Section
8(e)(3) or (g)(1) of the Federal Deposit Insurance Act ("FDIA"), 12
U.S.C. ss. 1818(e)(3) and (g)(1), the Employer's obligations under this
Plan shall be suspended as of the date of service, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed,
the Employer may in its discretion (i) pay the Participant all or part
of the compensation withheld while its obligations under this Plan were
suspended and (ii) reinstate in whole or in part any of its obligations
which were suspended.
(b) Permanent Suspension or Prohibition. If the Participant is
removed and/or permanently prohibited from participating in the conduct
of the Employer's affairs by an order issued under Section 8(e)(4) or
(g)(1) of the FDIA, 12 U.S.C. ss. 1818(e)(4) and (g)(1), all
obligations of the Employer under this Plan shall terminate as of the
effective date of the order, but vested rights of the contracting
parties shall not be affected.
(c) Default. If the Employer is in default (as defined in Section
3(x)(1) of the FDIA), all obligations under this Plan shall terminate
as of the date of default, but this provision shall not affect any
vested rights of the contracting parties.
(d) Termination by Regulators. All obligations under this Plan
shall be terminated, except to the extent determined that continuation
of this Plan is necessary for the continued operation of the Employer:
(i) at the time the Federal Deposit Insurance Corporation ("FDIC")
enters into an agreement to provide assistance to or on behalf of the
Employer under the authority contained in Section 13(c) of the FDIA; or
(ii) by the FDIC, at the time it approves a supervisory merger to
resolve problems related to the operation of the Employer. Any rights
of the parties that have already vested, however, shall not be affected
by any such action.
(e) Notwithstanding anything herein to the contrary, (1) any
payments made hereunder shall be subject to and conditioned upon
compliance with 12 USC Section 1828(k) and any regulations promulgated
thereunder, and (2) payments contemplated hereunder shall not be
immediately payable to the extent such payments are barred or
prohibited by an action or order issued by the Director of Banks of the
Washington Department of Financial Institutions, or the FDIC.
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ARTICLE 8
Funding
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8.1 Funding Generally. The Employer's obligations under this Plan shall be
an unfunded and unsecured promise to pay. The Employer shall not be
obligated under any circumstances to fund in advance its obligations
under this Plan, and when the benefit amount is paid it shall be
expensed out of the Employer's general assets.
8.2 Option to Fund Informally. Notwithstanding Section 8.1, the Employer
may, at its sole option, or by agreement, informally fund its
obligations under this Plan in whole or in part, provided, however,
that in no event shall such informal funding be construed to create any
trust fund, escrow account or other security for the Participant with
respect to the payment of benefit under this Plan, other than as
permitted by Internal Revenue Service and Department of Labor rules and
regulations for unfunded supplemental retirement plans. Furthermore, if
the Employer decides to informally fund its obligations under this
Plan, in whole or in part, by procuring, as owner, life insurance for
its own benefit on the life of the Participant, the form of such
insurance and the amounts thereof shall be in the sole decision of the
Employer, and in no event shall the Participant have any incidents of
ownership in any such policies of insurance.
ARTICLE 9
Beneficiary Designation
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9.1 Beneficiary. The Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a
beneficiary upon the death of the Participant. The Beneficiary
designated under this Plan may be the same as or different from the
Beneficiary designated under any other plan of an Employer in which the
Participant participates.
9.2 Beneficiary Designation: Change; Spousal Consent. The Participant shall
designate his or her Beneficiary by completing and signing the
Beneficiary Designation Form and returning it to the Committee or its
designated agent. The Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Committee's rules and
procedures, as in effect from time to time. If the Participant names
someone other than his or her spouse as a Beneficiary, a spousal
consent, in the form designated by the Committee, must be signed by
that Participant's spouse and returned to the Committee. Upon the
acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. The
Committee shall be entitled to rely on the last Beneficiary Designation
Form filed by the Participant and accepted by the Committee prior to
his or her death.
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9.3 Acknowledgment. No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in
writing by the Committee or its designated agent.
9.4 No Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant's benefits, then the
Participant's designated Beneficiary shall be deemed to be his or her
surviving spouse. If the Participant has no surviving spouse, no
further benefits shall be paid under this Plan, except as provided in
Section 3.4.
9.5 Doubt as to Beneficiary. If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the
Committee shall have the right, exercisable in its discretion, to cause
the Employer to withhold such payments until this matter is resolved to
the Committee's satisfaction.
9.6 Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge the Employer,
Affiliates and the Committee from all further obligations under this
Plan with respect to the Participant, and the Participant's Plan
Agreement shall terminate upon such full payment of benefits.
ARTICLE 10
Leave of Absence
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If the Participant is authorized by the Employer for any reason to take
a paid or unpaid leave of absence from the employment of the Employer
or an Affiliate, the Participant shall continue to be considered
employed by the Employer or Affiliate (and therefore not to have
experienced a Termination of Employment), and Monthly Benefits shall
continue to accrue in accordance with this Plan.
ARTICLE 11
Termination, Amendment or Modification
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11.1 Termination. Although the Employer anticipates that it will continue
this Plan for an indefinite period of time, there is no guarantee that
the Employer will continue the Plan or will not terminate the Plan at
any time in the future. Accordingly, the Employer reserves the right to
terminate the Plan at any time by action of its board of directors.
Upon the termination of the Plan, the Participant's Plan Agreement
shall terminate and the accrued vested Monthly Benefit, determined as
if he had experienced a Termination of Employment on the date of the
Plan Termination (Paragraph 3.3.), shall be paid on the first day of
the month following his Normal Retirement Date. Participant may request
immediate monthly benefits to begin within 60 days of termination or a
lump sum present value. Such request is subject to committee approval.
If the Participant or Beneficiary has become entitled to the payment of
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any benefits under the Plan as of the date of termination, the Employer
shall have the right to accelerate payments without a premium or
prepayment penalty by paying the present value of the remaining Monthly
Benefits in a lump sum or pursuant to monthly installments. For
purposes of this Section 11.1, the present value of any Monthly
Benefits shall be determined by the Committee in its sole discretion,
and the determination of such present value shall be conclusive.
11.2 Amendment. The Employer may, at any time, amend or modify the Plan in
whole or in part by the action of its board of directors; provided,
however, that no amendment or modification shall be effective to
decrease or restrict the value of a Participant's vested Monthly
Benefit in existence at the time the amendment or modification is made,
calculated as if the Participant had experienced a Termination of
Employment as of the effective date of the amendment or modification.
11.3 Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above,
if a Participant's Plan Agreement contains benefits or limitations that
are not in this document, the Employer may only amend or terminate such
provisions with the consent of the Participant.
11.4 Effect of Payment. The full payment of the applicable benefit under
this Plan shall completely discharge all obligations to a Participant
and his or her designated Beneficiaries under this Plan and the
Participant's Plan Agreement shall terminate.
ARTICLE 12
Administration
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12.1 Committee Duties. This Plan shall be administered by a Committee which
shall consist of the Board, or such committee as the Board shall
appoint. Members of the Committee may be Participants under this Plan.
The Committee shall also have the discretion and authority to (i) make,
amend, interpret, and enforce all appropriate rules and regulations for
the administration of this Plan and (ii) decide or resolve any and all
questions including interpretations of this Plan, as may arise in
connection with the Plan. Any individual on the Committee who is a
Participant shall not vote or act on any matter relating solely to
himself or herself. When making a determination or calculation, the
Committee shall be entitled to rely on information furnished by a
Participant or the Employer.
12.2 Agents. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to them such administrative
duties as it sees fit (including acting through a duly appointed
representative) and may from time to time consult with counsel who may
be counsel to any Employer.
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12.3 Binding Effect of Decisions. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the
rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the
Plan.
12.4 Indemnity of Committee. The Employer shall indemnify and hold harmless
the members of the Committee, and any Participant to whom the duties of
the Committee may be delegated, against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure to
act with respect to this Plan, except in the case of misconduct by the
Committee or any of its members or any such Participant.
12.5 Employer Information. To enable the Committee to perform its functions,
the Employer shall supply full and timely information to the Committee
on all matters relating to the Participants, including the date and
circumstances of their retirement, Disability, death or Termination of
Employment, and such other pertinent information as the Committee may
reasonably require.
ARTICLE 13
Other Benefits and Plans
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The benefits provided for the Participant or the Participant's
Beneficiary under the Plan are in addition to any other benefits
available to the Participant under any other plan or program for
employees of the Participant's Employer. The Plan shall supplement and
shall not supersede, modify or amend any other such plan or program
except as may otherwise be expressly provided.
ARTICLE 14
Claims Procedures
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14.1 Presentation of Claim. The Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as
a "Claimant") may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such
Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within 60 days
after such notice was received by the Claimant. All other claims must
be made within 180 days of the date on which the event that caused the
claim to anise occurred. The claim must state with particularity the
determination desired by the Claimant.
14.2 Notification of Decision. The Committee shall consider a Claimants
claim within a reasonable time, and shall notify the Claimant in
writing:
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(a) that the Claimant's requested determination has been made, and
that the claim has been allowed in full; or
(b) that the Committee has reached a conclusion contrary, in whole
or in part, to the Claimant's requested determination, and
such notice must set forth in a manner calculated to be
understood by the Claimant:
(i) the specific reason(s) for the denial of the claim, or any
part of it;
(ii) specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;
(iii) a description of any additional material or information
necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is necessary;
and
(iv) an explanation of the claim review procedure set forth in
Section 14.3 below.
14.3 Review of a Denied Claim. With 60 days after receiving a notice from
the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant's duly authorized representative) may file
with the Committee a written request for a review of the denial of the
claim. Thereafter, but not later than 30 days after the review
procedure began, the Claimant (or the Claimant's duly authorized
representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Committee, in its sole
discretion, may grant.
14.4 Decision on Review. The Committee shall render its decision on review
promptly, and not later than 60 days after the filing of a written
request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the
Committee's decision must be rendered within 120 days after such date.
Such decision must be written in a manner calculated to be understood
by the Claimant, and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions upon
which the decision was based; and
(c) such other matters as the Committee deems relevant.
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14.5 Legal Action. A Claimant's compliance with the foregoing provisions of
this Article 14 is a mandatory prerequisite to a Claimant's right to
commence any legal action with respect to any claim for benefits under
this Plan.
ARTICLE 15
Trust
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15.1 Establishment of the Trust. The Employer may establish the Trust and
the Employer shall, at each pay period, transfer over to the Trust such
amount of cash as the Employer is required to contribute.
15.2 Interrelationship of the Plan and the Trust. The provisions of the Plan
and the Plan Agreement shall govern the rights of a Participant to
receive distributions pursuant to the Plan. The provisions of the Trust
shall govern the rights of the Employer and its Affiliates, the
Participant and the creditors of the Employers to the assets
transferred to the Trust. The Employer shall at all times remain liable
to carry out its obligations under the Plan.
15.3 Distributions From the Trust. Each Employer's obligations under the
Plan may be satisfied with Trust assets distributed pursuant to the
terms of the Trust and any such distribution shall reduce the
Employer's obligations under this Plan.
ARTICLE 16
Miscellaneous
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16.1 Status of Plan. The Plan is intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and that "is unfunded and is
maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees" within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
to the extent possible in a manner consistent with that intent.
16.2 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights,
interests or claims in any property or assets of an Employer. For
purposes of the payment of benefits under this Plan, any and all of an
Employer's assets shall be, and remain the general, unpledged and
unrestricted assets of the Employer. An Employer's obligation under the
Plan shall be merely of an unfunded and unsecured promise to pay money
in the future.
16.3 Employer's Liability. An Employer's liability for the payment of
benefits shall be defined only by this Plan and the Plan Agreement
entered into between the Employer and the Participant. An Employer
shall have no obligation to the Participant under the Plan except as
expressly provided in the Plan and his or her Plan Agreement.
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16.4 Nonassignability. Neither the Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are
expressly declared to be, unassignable and non-transferable. No part of
the amounts payable shall, prior to actual payment be subject to
seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance allowed by the
Participant or any other person, be transferable by operation of law in
the event of the Participant's or any other person's bankruptcy or
insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.
16.5 Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged to
be an "at will" employment relationship that can be terminated at any
time for any reason, or no reason, with or without cause, and with or
without notice, unless expressly provided in a written employment
agreement. Nothing in this Plan shall be deemed to give a Participant
the right to be retained in the service of any Employer or to interfere
with the right of any Employer to discipline or discharge the
Participant at any time.
16.6 Furnishing Information. The Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and the
payments of benefits hereunder, including but not limited to, taking
such physical examinations as the Committee may deem necessary.
16.7 Terms. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where
they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were
used in the plural or the singular, as the case may be, in all cases
where they would so apply.
16.8 Captions. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
16.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State
of Idaho without regard to its conflicts of laws and principles.
16.10 Notice. Any notice or filing required or permitted to be given to the
Committee shall be sufficient if in writing and hand-delivered, or sent
by registered or certified mail, to the address below.
Director of Human Resources
FirstBank Northwest
920 Main Street
Lewiston, Idaho 83501
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Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification. Any notice or filing
required or permitted to be given to the Participant under this Plan
shall be sufficient if in writing and hand-delivered, or sent by mail,
to the last known address of the Participant.
16.11 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Participant's Employer and its successors and assigns
and the Participant and the Participant's designated Beneficiaries.
16.12 Spouse's Interest. The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be transferable by
such spouse in any manner, including, but not limited to, such spouse's
will, nor shall such interest pass under the laws of intestate
succession.
16.13 Validity. In case any provision of the Plan shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be constructed and enforced
as if such illegal or invalid provision had never been inserted herein.
16.14 Incompetent. If the Committee determines in its discretion a benefit
under this Plan is to be paid to a minor, a person declared incompetent
or to a person incapable of handling the disposition of that person's
property, the Committee may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of
such minor, incompetent or incapable person. The Committee may require
proof of minority, incompetence, incapacity or guardianship, as it may
deem appropriate prior to distribution of the benefit. Any payment of a
benefit shall be a payment for the account of the Participant and the
Participant's Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment amount
16.15 Court Order. The Committee is authorized to make any payments directed
by court order in any action in which the Plan or the Committee has
been named as a party. In addition, if a court determines that a spouse
or former spouse of a Participant has an interest in the Participant's
benefits under the Plan in connection with a property settlement or
otherwise, the Committee, in its sole discretion shall have the right,
notwithstanding any election made by a Participant, to immediately
distribute the spouse's or former spouse's interest in the
Participant's benefits under the Plan to that spouse or former spouse.
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16.16 Distribution in the Event of Taxation.
(a) In General. If, for any reason, all or any portion of the
Participant's benefits under this Plan becomes taxable the
Participant prior to receipt, a Participant may petition the
Committee for a distribution of that portion of his or her
benefit that has become taxable. Upon the grant of such a
petition, the Employer shall distribute to the Participant
immediately available funds in an amount equal to the taxable
portion of his or her benefit. If the petition is granted, the
tax liability distribution shall be made within 90 days of the
date when the Participant's petition is granted. Such a
distribution shall affect and reduce the benefits to be paid
under this Plan.
(b) Trust. If the Trust terminates and benefits are distributed
from the Trust to a Participant in accordance therewith, the
Participant's benefits under this Plan shall be reduced to the
extent of such distributions.
IN WITNESS WHEREOF, the Employer has signed this Plan document as of December
20, 2001.
FirstBank Northwest
/s/ CLYDE E. CONKLIN
---------------------------
Clyde E. Conklin
Chief Executive Officer
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