Exhibit 99.148
NORTH VALLEY BANCORP
SALARY CONTINUATION PLAN
NORTH VALLEY BANCORP
SALARY CONTINUATION PLAN
TABLE OF CONTENTS
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ARTICLE 1
DEFINITIONS
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1.1 BENEFIT...............................................................1
1.2 CHANGE IN CONTROL.....................................................1
1.3 CODE..................................................................2
1.4 COMPANY...............................................................2
1.5 COMPENSATION..........................................................2
1.6 CONSTRUCTIVE TERMINATION OF EMPLOYMENT................................2
1.7 DISABILITY............................................................3
1.8 DISCOUNT RATE.........................................................3
1.9 EARLY TERMINATION.....................................................3
1.10 EARLY TERMINATION DATE................................................3
1.11 EFFECTIVE DATE........................................................3
1.12 ELECTION FORM.........................................................3
1.13 EMPLOYER..............................................................4
1.14 ERISA.................................................................4
1.15 EXECUTIVE.............................................................4
1.16 INVOLUNTARY TERMINATION OF EMPLOYMENT.................................4
1.17 NORMAL RETIREMENT AGE.................................................4
1.18 NORMAL RETIREMENT DATE................................................4
1.19 PLAN YEAR.............................................................4
1.20 SECTION 409A..........................................................4
1.21 SPECIFIED EMPLOYEE....................................................4
1.22 TERMINATION FOR CAUSE.................................................4
1.23 TERMINATION OF EMPLOYMENT.............................................5
1.24 VESTING BENEFIT.......................................................5
1.25 YEAR OF SERVICE.......................................................5
ARTICLE 2
LIFETIME BENEFITS
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2.1 NORMAL RETIREMENT BENEFIT.............................................5
2.2 EARLY TERMINATION BENEFIT.............................................6
2.3 DISABILITY BENEFIT....................................................7
2.4 CHANGE IN CONTROL (ACCOMPANIED BY TERMINATION OF EMPLOYMENT)
BENEFIT..............................................................7
2.5 CHANGE OF CONTROL BENEFIT/NO TERMINATION OF EMPLOYMENT................8
2.6 EXCESS PARACHUTE PAYMENT..............................................9
2.7 ASSUMPTIONS...........................................................9
2.8 ADDITIONAL CHANGE IN CONTROL PAYMENTS (REGARDLESS OF
TERMINATION OF EMPLOYMENT)...........................................9
2.9 EXHIBIT 1.............................................................9
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ARTICLE 3
DEATH BENEFITS
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3.1 DEATH BEFORE BENEFIT PAYMENTS COMMENCE...............................10
3.2 DEATH DURING BENEFIT PERIOD..........................................10
3.3 DEATH AFTER BENEFIT PERIOD...........................................10
3.4 DEATH BENEFITS IN THE ABSENCE OR INADEQUACY OF SPLIT DOLLAR
AGREEMENT...........................................................10
ARTICLE 4
GENERAL LIMITATIONS
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4.1 TERMINATION FOR CAUSE................................................11
4.2 SUICIDE OR MISSTATEMENT..............................................11
ARTICLE 5
CLAIMS AND REVIEW PROCEDURES
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5.1 CLAIMS PROCEDURE.....................................................11
ARTICLE 6
AMENDMENTS AND TERMINATION
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6.1 TERMINATION..........................................................15
6.2 AMENDMENT............................................................16
ARTICLE 7
MISCELLANEOUS
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7.1 BINDING EFFECT.......................................................16
7.2 NO GUARANTEE OF EMPLOYMENT...........................................16
7.3 NON-TRANSFERABILITY..................................................16
7.4 REORGANIZATION.......................................................16
7.5 TAX WITHHOLDING......................................................16
7.6 APPLICABLE LAW.......................................................16
7.7 UNFUNDED ARRANGEMENT.................................................16
7.8 ENTIRE AGREEMENT.....................................................17
7.9 ADMINISTRATION.......................................................17
7.10 NAMED FIDUCIARY......................................................17
7.11 REIMBURSEMENT OF EXPENSES IN ENFORCING RIGHTS........................17
7.12 PROHIBITED ACCELERATION/DISTRIBUTION TIMING..........................17
7.13 AGGREGATION OF EMPLOYERS.............................................18
7.14 OFFSET FOR OBLIGATIONS TO EMPLOYER...................................18
EXHIBIT 1.....................................................................19
EXHIBIT 2.....................................................................20
EXHIBIT 3.....................................................................21
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NORTH VALLEY BANCORP
SALARY CONTINUATION PLAN
Amended and Restated
Effective January 1, 2007
Purpose
The purpose of this North Valley Bancorp Salary Continuation Plan is to
provide salary continuation benefits to a select group of management or highly
compensated employees of North Valley Bancorp and those of its affiliates that
are participating employers under this Plan, as set forth in Section 1.13. This
Plan shall be unfunded for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended. This Plan is
intended 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 Salary Continuation Agreements
between North Valley Bank and the executives covered hereunder, as set forth in
Section 1.15, that previously governed the salary continuation benefits
contemplated under this Plan. All such salary continuation benefits, including
those that accrued 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 "Benefit" means an annual benefit equal the percentage of
Compensation or the fixed dollar amount set forth next to the Executive's name
on Exhibit 1 hereto.
1.2 "Change in 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,
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directly or indirectly, of securities of Employer representing fifty percent
(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
in 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 in control," as described above; or (b) the merger or
consolidation or other restructuring of an Employer with another Employer
participating in the Plan; or (c) for purposes of Section 2.5 and 2.8 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.
1.3 "Code" means the Internal Revenue Code of 1986, as amended,
and the regulations issued thereunder.
1.4 "Company" means North Valley Bancorp, and any successor.
1.5 "Compensation" means the Executive's total rate of annual base
salary as of the Executive's date of Termination of Employment (or date of
Change in Control if Section 2.5 or 2.8 apply) plus the average incentive
compensation earned by the Executive in the three (3) calendar years next
preceding such date (provided that the calendar year prior to such date shall be
ignored if no incentive compensation was earned by the Executive in such prior
calendar year). For purposes of clarification, incentive compensation that is
paid based on the performance of services in a year shall be deemed earned in
the year the services giving rise to the incentive compensation were performed,
even if the payment is made in a later year.
1.6 "Constructive Termination of Employment" means, following a
Change in Control, the Executive experiences a Termination of Employment
following the occurrence of one or more of the following:
(i) Without the Executive's express written consent, the
assignment to the Executive of any duties inconsistent with his or her
positions, duties, responsibilities and status with the Employer, or a change in
the Executive's reporting responsibilities, titles or offices, or any removal of
the Executive from or any failure to re-elect the Executive to any of such
positions, except in connection with the termination of the Executive's
employment for Cause, Disability or Retirement or as a result of his or her
death;
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(ii) A reduction by the Employer in the Executive's base
salary as in effect on the date hereof or as the same may be increased from time
to time;
(iii) Without the Executive's express written consent, the
failure by the Employer to continue any action which would adversely affect the
Executive's participation in or materially reduce the Executive's benefits under
any of such plans, or the failure by the Employer to provide the Executive with
the number of paid vacation days to which the Executive is then entitled on the
basis of years of service with the Employer in accordance with the Employer's
normal vacation policy in effect on the date hereof;
(iv) The Employer requiring the Executive to be based
anywhere other than in the community where the Executive is based at the time of
a Change in Control, except for required travel on Employer business to an
extent substantially consistent with the Executive's business travel obligations
at the time of a Change in Control, or in the event the Executive consents to a
proposed relocation, the failure by the Employer to pay (or reimburse the
Executive) for all reasonable moving expenses incurred by the Executive relating
to a change of his or her principal residence in connection with such relocation
and to indemnify the Executive against any loss of the fair market value of such
residence as determined by a real estate appraiser designated by the Executive
and reasonably satisfactory to the Employer realized on the sale of the
Executive's principal residence in connection with any such change of residence.
1.7 "Disability" means, a condition pursuant to which an Executive
(i) is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than twelve (12) months, or (ii) is, by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3)
months under an accident or health policy covering employees of Employer.
1.8 "Discount Rate" means the average return on long-term Moody's
AA rated bonds as of the date of reference as published in the Wall Street
Journal.
1.9 "Early Termination" means the Executive's Termination of
Employment before Normal Retirement Age for reasons other than death or
Termination for Cause.
1.10 "Early Termination Date" means the month, day and year on
which an Executive's Early Termination occurs.
1.11 "Effective Date" means January 1, 2005. This document is an
amendment and restatement of the Plan effective January 1, 2007.
1.12 "Election Form" means the Form attached as Exhibit 3.
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1.13 "Employer" means the Company and any affiliate of the Company
that adopts this Plan with the approval of the Company and that employs the
Executive, and any successor.
1.14 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
1.15 "Executive" means any employee of the Employer who the
Employer designates for Plan participation, provided that employees may not
participate in the Plan unless they are members of a select group of management
or highly compensated employees of the Employer, as membership in such group is
determined for purposes of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA
(which determination shall be made by the Employer in its sole discretion). As
of the Effective Date, the participating Executives are as set forth on the
attached Exhibit 1.
1.16 "Involuntary Termination of Employment" means, following a
Change in Control, the Executive experiencing a Termination of Employment
following having been notified in writing by the Employer that employment with
the Employer is terminated.
1.17 "Normal Retirement Age" means the Executive's sixty-fifth
(65th) birthday.
1.18 "Normal Retirement Date" means the later of the Executive's
Normal Retirement Age or Termination of Employment.
1.19 "Plan Year" means a twelve-month period commencing on January
1 and ending on December 31 of each year.
1.20 "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; except
to the extent that Section 409A requires that such terms be disregarded because
they purport to nullify Plan terms that are not in compliance with 409A.
1.21 "Specified Employee" means, with respect to a corporation any
stock of which is publicly traded on an established securities market or
otherwise, a key employee, as currently defined in Code ss.416(i) (without
regard to paragraph (5) thereof) to mean, as of the Effective Date, an employee
of the Employer who, at any time during the Plan Year, is (1) an officer of the
Employer having an annual compensation greater than one hundred thirty-five
thousand dollars ($135,000) for 2005 (indexed for inflation in future years);
(ii) a five-percent (5%) owner of the Employer; or (iii) a one-percent (1%)
owner of the Employer having an annual compensation from the Employer of more
than one hundred fifty thousand dollars ($150,000).
1.22 "Termination for Cause" is as described in Article 4.
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1.23 "Termination of Employment" means that the Executive ceases to
be employed by the Employer for any reason whatsoever other than by reason of a
leave of absence which is approved by the Employer. Notwithstanding the
preceding, a Termination of Employment shall not include any event that does not
qualify as a "Separation from Service" under Code Section 409A, treating as a
Separation from Service an anticipated permanent reduction in the level of bona
fide services to twenty percent (20%) or less of the average level of bona fide
services performed over the immediately preceding thirty-six (36) month period
(or the full period during which the Executive performed services for the
Employer, if that is less than thirty-six (36) months). For this purpose, upon a
sale or other disposition of the assets of the Employer to an unrelated
purchaser, the Employer reserves the right to the extent permitted under Section
409A to determine whether Executives providing services to the purchaser after
and in connection with the purchase transaction have experienced a Separation
from Service under Section 409A.
1.24 "Vested Benefit" means the amount of an Executive's Benefit
accrued and subject to payment as of the date of reference. Subject to Article
4, unless otherwise specified with respect to any Executive on the attached
Exhibit 1, an Executive shall vest in his or her Benefit at the rate of ten
percent (10%) per year for each Year of Service (such that the Benefit will be
vested in full after ten (10) Years of Service). In all cases, an Executive's
Benefit shall be one hundred percent (100%) vested upon a Change in Control, and
in such cases the Executive's Benefit shall be equal to the one hundred percent
(100%) Vested Benefit.
1.25 "Year of Service" means, unless otherwise specified with
respect to any Executive on the attached Exhibit 1, each twelve (12) consecutive
month period of the Executive's employment with the Employer. As of the
Effective Date, each participating Executive's Years of Service are as set forth
on the attached Exhibit 1.
Article 2
Lifetime Benefits
2.1 Normal Retirement Benefit. Upon Termination of Employment on
or after Normal Retirement Age for reasons other than death, the Company shall
pay to the Executive the benefit described in this Section 2.1 in lieu of any
other benefit under the Plan (except as provided in Section 2.4, 2.5 or 2.8).
2.1.1 Amount of Benefit. The annual benefit under this
Section 2.1 shall equal the Vested Benefit as of the Executive's Normal
Retirement Date.
2.1.2 Payment of Benefit. The Company shall pay the benefit
under this Section 2.1 to the Executive (i) as an annual benefit in
twelve (12) equal monthly installments payable over twenty (20) years
or the Executive's lifetime, whichever is greater, on the first day of
each month commencing with the month following the Executive's Normal
Retirement Date, or (ii) as a lump sum equal to the actuarial
equivalent present value of (i) payable during the ninety (90) day
period following (except as provided in the following sentence) the
Executive's Normal Retirement Date, as irrevocably elected by the
Executive on the Election Form (Exhibit 3) submitted to the Company on
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the later of December 31, 2007 (subject to any Section 409A
restrictions on such election) or the date of the Executive's
commencement of Plan participation. Notwithstanding the preceding, to
the extent required under Code Section 409A, the payment (or the first
monthly payment) of the benefit shall be made no earlier than the date
which is six (6) months after the Executive's Normal Retirement Date
(or, if earlier, his or her death) if the Executive is a Specified
Employee. Notwithstanding the preceding, (i) the Executive's benefit
shall automatically be paid in a present value lump sum during the
ninety (90) day period following the Executive's Normal Retirement Date
(or six (6) month anniversary thereof, in the case of a Specified
Employee) if the lump sum value of the Executive's benefit as of the
Executive's Normal Retirement Date is one hundred thousand dollars
($100,000) or less and (ii) the Executive's benefit shall automatically
be paid in installments if (i) is not applicable and if the Executive
does not make a timely election as to form of benefit. In the case of
any six (6) month delay in installment payments to a Specified
Employee, the first payment hereunder shall include all payments
delayed due to the six (6) month delay.
2.2 Early Termination Benefit. Upon Early Termination, the Company
shall pay to the Executive the benefit described in this Section 2.2 in lieu of
any other benefit under the Plan (except as provided in Section 2.3, 2.4, 2.5 or
2.8).
2.2.1 Amount of Benefit. The annual benefit under this
Section 2.2 shall equal the Vested Benefit as of the Executive's Early
Termination Date.
2.2.2 Payment of Benefit. The Company shall pay the benefit
under this Section 2.2 to the Executive (i) 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 the
Executive's Normal Retirement Age, or (ii) as an annual benefit that is
actuarially equivalent to (i) in twelve (12) equal monthly installments
payable over ten (10) years on the first day of each month commencing
with the month following the Executive's Normal Retirement Age, or
(iii) as an annual benefit that is actuarially equivalent to (i) in
twelve (12) equal monthly installments payable over five (5) years on
the first day of each month commencing with the month following the
Executive's Normal Retirement Age, or (iv) as a present value lump sum
equivalent of (i) reflecting the lump sum form payable during the
ninety (90) day period following (except as provided in the following
sentence) the Executive's Normal Retirement Age. The form of benefit
payment shall be irrevocably elected on the Election Form (Exhibit 3)
submitted to the Company on the later of December 31, 2007 (subject to
any Section 409A restrictions on such election) or the date of the
Executive's commencement of Plan participation; provided, however, that
to the extent required under Code Section 409A, the payment (or the
first monthly payment) of the benefit shall be made no earlier than the
date which is six (6) months after the Executive's Termination of
Employment (or, if earlier, his or her death) if the Executive is a
Specified Employee. Notwithstanding the preceding, (i) the Executive's
benefit shall automatically be paid in a present value lump sum during
the ninety (90) day period following the Executive's Early Retirement
Date (or six (6) month anniversary thereof, in the case of a Specified
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Employee) if the lump sum present value of the Executive's benefit as
of the Executive's Early Retirement Date is five hundred thousand
dollars ($500,000) or less and the Executive is under age fifty-five
(55) at the time of his or her Early Termination and (ii) the
Executive's benefit shall automatically be paid in twelve (12) equal
monthly installments payable over fifteen (15) years on the first day
of each month commencing with the month following the Executive's
Normal Retirement Age if (i) is not applicable and if the Executive
does not make a timely election as to form of benefit. In the case of
any six (6) month delay in installment payments to a Specified
Employee, the first payment hereunder shall include all payments
delayed due to the six (6) month delay.
2.3 Disability Benefit. If the Executive experiences a Termination
of Employment due to Disability prior to Normal Retirement Age and is eligible
to receive a Vested Benefit under Section 2.2, the Company shall pay to the
Executive the benefit described in Section 2.3.1 in addition to the Vested
Benefit described in Section 2.2.
2.3.1 Amount of Benefit. The Executive shall receive
continued Compensation for a period of two (2) years or, if shorter,
for the period from the Executive's Termination of Employment due to
Disability through the Executive's Normal Retirement Age.
2.3.2 Payment of Benefit. The Company shall pay the benefit
under Section 2.3.1 to the Executive in equal monthly installments on
the first day of each month commencing with the month following the
determination of Disability by the Company (including retroactive
payments to account for any delay between Termination of Employment and
such determination). The payment of a benefit to the Executive under
this Section 2.3 shall not alter the form or timing of commencement of
the Executive's Vested Benefit under Section 2.2.
2.4 Change in Control (Accompanied by Termination of Employment)
Benefit. If, upon a Change in Control, or up to twelve (12) months following a
Change in Control, the Executive experiences an Involuntarily Termination of
Employment or Constructive Termination of Employment, the Company shall pay to
the Executive the benefit described in this Section 2.4 in lieu of any other
benefit under the Plan (except as provided in Section 2.5 or 2.8).
2.4.1 Amount of Benefit. The benefit under this Section 2.4
shall equal the Benefit as of the Executive's Termination of
Employment.
2.4.2 Payment of Benefit. The Company shall pay the Benefit
under Section 2.4.1 to the Executive (i) 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 the
Executive's Termination of Employment, or (ii) as an annual benefit
that is actuarially equivalent to (i) in twelve (12) equal monthly
installments payable over fifteen (15) years on the first day of each
month commencing with the month following the Executive's Termination
of Employment, or (iii) as an annual benefit that is actuarially
equivalent to (i) in twelve (12) equal monthly installments payable
over ten (10) years on the first day of each month commencing with the
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month following the Executive's Termination of Employment, or (iv) as
an annual benefit that is actuarially equivalent to (i) in twelve (12)
equal monthly installments payable over five (5) years on the first day
of each month commencing with the month following the Executive's
Termination of Employment, or (v) as a present value lump sum
equivalent of (i) reflecting the lump sum form and the early
commencement of payment payable during the ninety (90) day period
following (except as provided in the following sentence) the
Executive's Termination of Employment. The form of benefit payment
shall be irrevocably elected on the Election Form (Exhibit 3) submitted
to the Company on the later of December 31, 2007 (subject to any
Section 409A restrictions on such election) or the date of the
Executive's commencement of Plan participation; provided, however, that
to the extent required under Code Section 409A, the payment (or the
first monthly payment) of the benefit shall be made no earlier than the
date which is six (6) months after the Executive's Termination of
Employment (or, if earlier, his or her death) if the Executive is a
Specified Employee. Notwithstanding the preceding, (i) the Executive's
Benefit under Section 2.4.1 shall automatically be paid in a present
value lump sum during the ninety day (90) period following the
Executive's Termination of Employment (or six (6) month anniversary
thereof, in the case of a Specified Employee) if the lump sum present
value of the Executive's benefit as of the Executive's Termination of
Employment is one hundred thousand dollars ($100,000) or less, and (ii)
the Executive's benefit under Section 2.4.1 shall automatically be paid
in twelve (12) equal monthly installments payable over twenty (20)
years on the first day of each month commencing with the month
following the Executive's Termination of Employment if (i) is not
applicable and if the Executive does not make a timely election as to
form of benefit. The payment of an Executive's Vested Benefit under
Section 2.4.1 shall be actuarially adjusted to reflect payment
commencement earlier than Normal Retirement Age. In the case of any six
(6) month delay in installment payments to a Specified Employee, the
first payment hereunder shall include all payments delayed due to the
six (6) month delay.
2.5 Change of Control Benefit/No Termination of Employment. Upon a
Change in Control to which Section 2.4 does not apply, if irrevocably elected by
the Executive on an Election Form (Exhibit 3) duly completed, executed and
submitted to the Company by the later of December 31, 2007 (subject to any
Section 409A restrictions on such election) or the date of the Executive's
commencement of Plan participation, the Company shall pay to the Executive the
benefit described in this Section 2.5 in lieu of any other benefit under the
Plan (except as provided in Section 2.8).
2.5.1 Amount of Benefit. The benefit under this Section 2.5
shall equal the Benefit as of the Change of Control.
2.5.2 Payment of Benefit. The Company shall pay the benefit
under this Section 2.5 to the Executive in a lump sum during the ninety
(90) day period following the Change of Control.
2.5.3 Benefit Accruals following Distributions. If, after
an Executive receives any benefit payments under this Section 2.5, he
or she accrues any additional benefits under Sections 2.1, 2.2 or
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2.4.1, the Executive's subsequent benefits payments shall be offset by
the then-present value of the benefits that he or she had received
under this Section 2.5 (utilizing the average annual Discount Rate from
the date of payment under this Section 2.5 to the date of payment of
the additional benefits, compounded annually).
2.6 Excess Parachute Payment. Notwithstanding any provision of the
Plan to the contrary, the Company shall reduce its payment to an Executive under
the Plan to the extent necessary to ensure that no portion of a payment
constitutes a nondeductible payment under the excess parachute rules of Section
280G of the Code (including any payment made under any other Company
arrangements that would constitute a "parachute payment" under Section 280G of
the Code). In the case of multiple Company arrangements constituting "parachute
payments" under Section 280G of the Code, including this Plan, which limit
payments to the amount deductible under Section 280G of the Code, payments under
this Plan shall be reduced first before any reductions to any other Company
arrangement.
2.7 Assumptions. All calculations concerning an Executive's
Benefit hereunder, including calculations of the lump sum value of the Benefit
and the annuitization of the Benefit over five (5) years, ten (10) years,
fifteen (15) years, twenty (20) years or life, shall be made using the Discount
Rate and such other assumptions as are set forth in the attached Exhibit 2.
2.8 Additional Change in Control Payments (Regardless of
Termination of Employment). In addition to any benefits payable under Section
2.4 or Section 2.5, upon a Change in Control, the Company shall pay to the
Executive the benefit described in this Section 2.8, regardless of whether the
Executive experiences an Involuntary Termination of Employment or a Constructive
Termination of Employment within twelve (12) months following the Change in
Control.
2.8.1 Amount of Benefit. The benefit under this Section 2.8
shall equal two (2) times the Executive's Compensation (or such other
multiple of Compensation as is set forth next to the Executive's name
on Exhibit 1 hereto).
2.8.2 Payment of Benefit. The Company shall pay the benefit
under this Section to the Executive as a lump sum payable during the
ninety (90) day period following the Change in Control. For purposes of
Section 409A, any payment under this Section shall be made on account
of a Change in Control and not on account of the Executive's
Termination of Employment and, therefore, the six (6) month delay in
payment set forth in Section 409A(a)(2)(B)(i) shall be inapplicable
regardless of whether the Executive is a Specified Employee.
Furthermore, in accordance with the Section 409A transition relief
provided under IRS Notice 2006-79, 2006-43 IRB 763, nothing in this
Section shall apply to amounts that would otherwise be payable in 2007.
2.9 Exhibit 1. If an Executive has his or her Benefit expressed as
a sum certain over a certain number of years on Exhibit 1 hereto, that Benefit
is the Normal Retirement Benefit payable under Section 2.1. All forms of Benefit
payment shall be available to such an Executive based on the applicable Section
under which the Benefit is payable utilizing the actuarial equivalent of the
9
Benefit described in Exhibit 1. If the Benefit becomes payable under Section
2.2, 2.4 or 2.5, the Benefit shall be adjusted based on the relative value of
the Benefit under the applicable Section to the Normal Retirement Benefit.
Article 3
Death Benefits
3.1 Death Before Benefit Payments Commence. Subject to Section
3.4, if the Executive dies prior to the payment or commencement of a lifetime
benefit under this Plan and after the Executive has earned a Vested Benefit, no
benefits shall be payable under this Plan. Rather, the Rabbi Trust shall pay to
the Executive's Trust the benefit described in the Split Dollar Agreement and
Endorsement attached as Addendum A between the Rabbi Trust and the Executive's
Trust.
3.2 Death During Benefit Period. Subject to Section 3.4, if the
Executive dies after the benefit payments have been made or commenced under the
Plan but before receiving all such payments, no further benefits shall be
payable under this Plan. Rather, the Rabbi Trust shall pay to the Executive's
Trust the benefit described in the Split Dollar Agreement and Endorsement
attached as Addendum A between the Rabbi Trust and the Executive's Trust.
3.3 Death After Benefit Period. If the Executive dies after the
benefit payments have all been made under the Plan or if an Executive dies after
commencing benefits under Section 2.1.2 in the form of an annuity and, if
applicable, after the end of any guaranteed period for payment following death
(e.g., under the Plan's Normal Retirement Benefit formula, after the end of the
twentieth (20th) year of benefit payments), no further benefits shall be payable
under this Plan and no benefits shall be payable under the Split Dollar
Agreement and Endorsement attached as Addendum A between the Rabbi Trust and the
Executive's Trust.
3.4 Death Benefits in the Absence or Inadequacy of Split Dollar
Agreement. Notwithstanding Sections 3.1 and 3.2, but subject to Section 3.3, if
an Executive 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 Executive's beneficiary shall receive, in a lump sum
during the ninety (90) day period following the date Company has been provided
with satisfactory proof of the Executive's death, an amount equal to the present
value of the Executive's lifetime Vested Benefit or as-yet unpaid lifetime
Vested Benefit, as applicable, determined on the day prior to the Executive's
death. Such Executive shall designate his or her beneficiary by filing a written
designation with the Company (Exhibit 3). The Executive may revoke or modify the
designation at any time by filing a new designation. However, designations will
only be effective if signed by the Executive and accepted by the Company during
the Executive's lifetime. The Executive's beneficiary designation shall be
deemed automatically revoked if the beneficiary predeceases the Executive or if
the Executive names a spouse as beneficiary and the marriage is subsequently
dissolved. If the Executive dies without a valid beneficiary designation, all
payments shall be made to the Executive's estate. In addition, if the Executive
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
10
because the Company has amended or terminated the Split Dollar Agreement without
the Executive'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 Executive's consent.
Article 4
General Limitations
4.1 Termination for Cause. Notwithstanding any provision of the
Plan to the contrary, the Company shall not pay any benefit under the Plan if
the Company terminates the Executive's employment for:
(a) Gross negligence or gross neglect of duties;
(b) Commission of a felony or of a gross misdemeanor
involving moral turpitude; or
(c) Fraud, disloyalty, dishonesty or willful violation of
any law or significant Employer policy committed in connection with the
Executive's employment and resulting in an adverse effect on the
Employer.
A Termination for Cause shall not be deemed to occur if the Termination
of Employment occurs at any time after a Change in Control.
4.2 Suicide or Misstatement. The Company shall not pay any benefit
under the Plan if the Executive commits suicide within two (2) years after the
date of entry into the Plan, or if the Executive has made any material
misstatement of fact on any application for life insurance purchased by the
Company which would prevent the payment of the life insurance proceeds by the
carrier.
Article 5
Claims and Review Procedures
5.1 Claims Procedure. This Section 5.1 is based on final
regulations issued by the Department of Labor and published in the Federal
Register on November 21, 2000 and codified at 29 C.F.R. ss.2560.503-1. If any
provision of this Section 5.1 conflicts with the requirements of those
regulations, the requirements of those regulations will prevail.
11
For purposes of this Section, references to Disability benefit
claims are intended to describe claims made by an Executive for Disability
benefits pursuant to Section 2.3.
(a) Initial Claim. The Executive, a beneficiary or an
entity that believes he or she is entitled to any benefit (a
"Claimant") under the Plan may file a claim with the Company. The
Company will review the claim itself or appoint another individual or
entity to review the claim.
(i) Benefit Claims that do not Require a
Determination of Disability. If the claim is for a benefit
other than a Disability benefit, the Claimant will be notified
within ninety (90) days after the claim is filed whether the
claim is allowed or denied, unless the Claimant receives
written notice from the Company or appointee of the Company
before the end of the ninety (90) day period stating that
special circumstances require an extension of the time for
decision, such extension not to extend beyond the day which is
one hundred eighty (180) days after the day the claim is
filed.
(ii) Disability Benefit Claims. In the case of a
benefits claim that requires a determination by the Company of
an Executive's Disability status, the Company will notify the
Claimant of the Company's adverse benefit determination within
a reasonable period of time, but not later than forty-five
(45) days after receipt of the claim. If, due to matters
beyond the control of the Company, the Company needs
additional time to process a claim, the Claimant will be
notified, within forty-five (45) days after the Company
receives the claim, of those circumstances and of when the
Company expects to make its decision but not beyond
seventy-five (75) days. If, prior to the end of the extension
period, due to matters beyond the control of the Company, a
decision cannot be rendered within that extension period, the
period for making the determination may be extended for up to
one hundred five (105) days, provided that the Company
notifies the Claimant of the circumstances requiring the
extension and the date as of which the Company expects to
render a decision. The extension notice will specifically
explain the standards on which entitlement to a Disability
benefit is based, the unresolved issues that prevent a
decision on the claim and the additional information needed
from the Claimant to resolve those issues, and the Claimant
will be afforded at least forty-five (45) days within which to
provide the specified information.
(iii) Manner and Content of Denial of Initial
Claims. If the Company denies a claim, it must provide to the
Claimant, in writing or by electronic communication:
(A) The specific reasons for the
denial;
(B) A reference to the Plan provision
or insurance contract provision upon which the denial
is based;
12
(C) A description of any additional
information or material that the Claimant must
provide in order to perfect the claim;
(D) An explanation of why such
additional material or information is necessary;
(E) Notice that the Claimant has a
right to request a review of the claim denial and
information on the steps to be taken if the Claimant
wishes to request a review of the claim denial; and
(F) A statement of the Executive's
right to bring a civil action under Section 502(a) of
the Employee Retirement Income Security Act of 1974,
as amended ("ERISA") following a denial on review of
the initial denial.
In addition, in the case of a denial of
Disability benefits on the basis of the Company's
independent determination of the Executive's
Disability status, the Company will provide a copy of
any rule, guideline, protocol, or other similar
criterion relied upon in making the adverse
determination (or a statement that the same will be
provided upon request by the Claimant and without
charge).
(b) Review Procedures.
-----------------
(i) Benefit Claims that do not Require a
Determination of Disability. Except for claims requiring an
independent determination of an Executive's Disability status,
a request for review of a denied claim must be made in writing
to the Company within sixty (60) days after receiving notice
of denial. The decision upon review will be made within sixty
(60) days after the Company's receipt of a request for review,
unless special circumstances require an extension of time for
processing, in which case a decision will be rendered not
later than one hundred twenty (120) days after receipt of a
request for review. A notice of such an extension must be
provided to the Claimant within the initial sixty (60) day
period and must explain the special circumstances and provide
an expected date of decision.
The reviewer will afford the Claimant an opportunity
to review and receive, without charge, all relevant documents,
information and records and to submit issues and comments in
writing to the Company. The reviewer will take into account
all comments, documents, records and other information
submitted by the Claimant relating to the claim regardless of
whether the information was submitted or considered in the
initial benefit determination.
13
(ii) Disability Benefit Claims. In addition to
having the right to review documents and submit comments as
described in (i) above, a Claimant whose claim for Disability
benefits requires an independent determination by the Company
of the Executive's Disability status has at least one hundred
eighty (180) days following receipt of a notification of an
adverse benefit determination within which to request a review
of the initial determination. In such cases, the review will
meet the following requirements:
(A) The Company will provide a review
that does not afford deference to the initial adverse
benefit determination and that is conducted by an
appropriate named fiduciary who did not make the
initial determination that is the subject of the
appeal, nor is a subordinate of the individual who
made the determination.
(B) The appropriate named fiduciary of
the Plan will consult with a health care professional
who has appropriate training and experience in the
field of medicine involved in the medical judgment
before making a decision on review of any adverse
initial determination based in whole or in part on a
medical judgment. The professional engaged for
purposes of a consultation in the preceding sentence
will not be an individual who was consulted in
connection with the initial determination that is the
subject of the appeal or the subordinate of any such
individual.
(C) The Company will identify to the
Claimant the medical or vocational experts whose
advice was obtained on behalf of the Company in
connection with the review, without regard to whether
the advice was relied upon in making the benefit
review determination.
(D) The decision on review will be made
within forty-five (45) days after the Company's
receipt of a request for review, unless special
circumstances require an extension of time for
processing, in which case a decision will be rendered
not later than ninety (90) days after receipt of a
request for review. A notice of such an extension
must be provided to the Claimant within the initial
forty-five (45) day period and must explain the
special circumstances and provide an expected date of
decision.
(iii) Manner and Content of Notice of Decision on
Review. Upon completion of its review of an adverse initial
claim determination, the Company will give the Claimant, in
writing or by electronic notification, a notice containing:
(A) its decision;
(B) the specific reasons for the
decision;
14
(C) the relevant Plan provisions or
insurance contract provisions on which its decision
is based;
(D) a statement that the Claimant is
entitled to receive, upon request and without charge,
reasonable access to, and copies of, all documents,
records and other information in the Plan's files
which is relevant to the Claimant's claim for
benefits;
(E) a statement describing the
Claimant's right to bring an action for judicial
review under ERISA Section 502(a); and
(F) if an internal rule, guideline,
protocol or other similar criterion was relied upon
in making the adverse determination on review, a
statement that a copy of the rule, guideline,
protocol or other similar criterion will be provided
without charge to the Claimant upon request.
(c) Calculation of Time Periods. For purposes of the time
periods specified in this Section, the period of time during which a
benefit determination is required to be made begins at the time a claim
is filed in accordance with this Plan's procedures without regard to
whether all the information necessary to make a decision accompanies
the claim. If a period of time is extended due to a Claimant's failure
to submit all information necessary, the period for making the
determination will be tolled from the date the notification is sent to
the Claimant until the date the Claimant responds.
(d) Failure of Company to Follow Procedures. If the
Company fails to follow the claims procedures required by this Section,
a Claimant will be deemed to have exhausted the administrative remedies
available under the Plan and will be entitled to pursue any available
remedy under ERISA Section 502(a) on the basis that the Company (on
behalf of the Plan) has failed to provide a reasonable claims procedure
that would yield a decision on the merits of the claim.
(e) Failure of Claimant to Follow Procedures. A
Claimant's compliance with the foregoing provisions of this Section is
a mandatory prerequisite to the Claimant's right to commence any legal
action with respect to any claim for benefits under this Plan.
Article 6
Amendments and Termination
6.1 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 Executives, by action of its Board of Directors. The
termination of the Plan shall not adversely affect any Executive's benefits
under the Plan accrued as of the date of termination, including the right of the
15
Executive to be paid his or her Plan benefits accrued through the date of
termination in accordance with the Plan terms and the Executive's distribution
elections in effect at the time of termination.
6.2 Amendment. The Company may, at any time, amend or modify the
Plan in whole or in part, by action of its Board of Directors; provided,
however, that no amendment or modification shall be effective to decrease or
restrict the Executive's benefits in existence at the time the amendment or
modification is made, including the right of the Executive to be paid his or her
Plan benefits accrued through the date of the amendment or modification in
accordance with the Plan terms and the Executive's distribution elections in
effect at the time of the amendment or modification.
Article 7
Miscellaneous
7.1 Binding Effect. This Plan shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.
7.2 No Guarantee of Employment. This Plan is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Company, nor does it interfere with the Company's right to
discharge the Executive. It also does not require the Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.
7.3 Non-Transferability. Benefits under this Plan cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
7.4 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.
7.5 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Plan.
7.6 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.
7.7 Unfunded Arrangement. The Executive is a general unsecured
creditor 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 Executive's life is a general asset of the
Company to which the Executive has no preferred or secured claim.
16
7.8 Entire Agreement. This Plan constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Plan other than those
specifically set forth herein.
7.9 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.
7.10 Named Fiduciary. The Company shall be the named fiduciary and
plan administrator under this Plan. It may delegate to others certain aspects of
the management and operational responsibilities including the employment of
advisors and the delegation of ministerial duties to qualified individuals.
7.11 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 Executive in seeking in good
faith to enforce rights pursuant to this Plan shall be paid on behalf of or
reimbursed to the Executive promptly by the Company. Except in the case of a
Change in Control, the Executive shall be responsible to reimburse the Company
for amounts expended by the Company under this Section if an enforcement action
is initiated by the Executive hereunder and the Executive does not substantially
prevail on the merits of such enforcement action.
7.12 Prohibited Acceleration/Distribution Timing. This Section
shall take precedence over any other provision of the Plan to the contrary. 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
the first date on which such distributions can be made (or commence) without
such tax or penalty; except to the extent that Section 409A requires that this
Section be disregarded because it purports to nullify Plan terms that are not in
compliance with Section 409A. Notwithstanding the generality of the foregoing,
if an Executive makes an election during 2007 to change the timing or form of
benefit payment under the Plan and an event occurs during 2007 that results,
under the 2007 election, in a payment hereunder during 2007, the election during
2007 shall be disregarded (and the election in effect as of December 31, 2006
shall control) if following the 2007 election would result in a violation of
Section 409A under the IRS transition guidance in effect at the time the 2007
election would otherwise require payments to begin hereunder. Similarly,
notwithstanding the generality of the foregoing, if an Executive makes an
17
election during 2008 to change the timing or form of benefit payment under the
Plan and an event occurs during 2008 that results, under the 2008 election, in a
payment hereunder during 2008, the election during 2008 shall be disregarded
(and the election in effect as of December 31, 2007 shall control) if following
the 2008 election would result in a violation of Section 409A under the IRS
transition guidance in effect at the time the 2008 election would otherwise
require payments to begin hereunder.
Any payment made under this Plan shall be made on or during
the period after the payment date or event specified herein; or, if later, by
the date that is no later than (i) the later of the last day of the calendar
year in which the payment date or event occurs or the fifteenth (15th) day of
the third (3rd) calendar month following the date of the payment date or event,
or (ii) the last day of such other, extended period as the IRS may prescribe,
such as in the case of disputed payments or refusals to pay, provided the
conditions of such extension have been satisfied. If an Executive who
experiences a Termination of Employment is rehired, his or her distributions
hereunder may not be suspended.
7.13 Aggregation of Employers. 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) (but substituting a fifty percent
(50%) ownership level for the eighty percent (80%) ownership level set forth in
those Sections)), all members of the group shall be treated as a single Employer
for purposes of whether there has occurred a Termination of Employment and for
any other purposes under the Plan as Section 409A shall require.
7.14 Offset for Obligations to Employer. If, at the time an
Executive becomes entitled to a payment hereunder, the Executive has a debt,
obligation or other liability to the Employer due and owing which has been
incurred in the ordinary course of the service relationship, the Employer may
offset the amount otherwise payable hereunder against the amount owed to the
Employer, provided that the entire offset in an taxable year does not exceed
five thousand dollars ($5,000) and the offset is taken at the same time and in
the same amount as the debt otherwise would have been due from the Executive.
IN WITNESS WHEREOF, a duly authorized officer of the Company has signed
this amended and restated Plan document as of January 1, 2007.
COMPANY:
NORTH VALLEY BANCORP
By /s/ Michael J. Cushman
--------------------------------------
Title President / Chief Executive Officer
--------------------------------------
18
EXHIBIT 1
TO
NORTH VALLEY BANCORP
SALARY CONTINUATION PLAN
Name of Executive:
- ----------------------------- ------------------------ ------------------------------ ------------------------ --------------------
Participating Executives as Years of Service as of Benefit Formula -e.g., 50% Change in Control
of Effective Date (or as of Effective Date (or as of Compensation; or $x over Vesting Schedule, if Benefit Multiple,
Date of Entry Into Plan, If of Date of Entry Into 15 years certain, etc., Different from Plan if Different from
Later): Plan, If Later): (Section 1.1): (Section 1.25): Plan (Section 2.8):
- ----------------------------- ------------------------ ------------------------------ ------------------------ --------------------
<c>
Sharon L. Benson Fully Vested 60% of Compensation Fully Vested Per Plan
- ----------------------------- ------------------------ ------------------------------ ------------------------ --------------------
Michael J. Cushman Fully Vested 60% of Compensation Fully Vested 2.99 Times
Compensation
- ----------------------------- ------------------------ ------------------------------ ------------------------ --------------------
Leo J. Graham 3 Years as of 12/31/06 60% of Compensation Per Plan Per Plan
- ----------------------------- ------------------------ ------------------------------ ------------------------ --------------------
Gary S. Litzsinger Hire Date: 07/26/04 $50,000.00 for 15 Years from Per Plan Per Plan
2 Years 5 Months of Age 65
Service as of 12/31/06
- ----------------------------- ------------------------ ------------------------------ ------------------------ --------------------
Scott R. Louis Hire Date: 04/04/05 $50,000.00 for 15 Years from Per Plan Per Plan
1 Year 8 Months of Age 65
Service as of 12/31/06
- ----------------------------- ------------------------ ------------------------------ ------------------------ --------------------
Roger D. Nash Hire Date: 10/17/05 $50,000.00 for 15 Years from 8 Years Per Plan
1 Year 2 Months of Age 65
Service as of 12/31/06
- ----------------------------- ------------------------ ------------------------------ ------------------------ --------------------
Kevin R. Watson Hire Date: 03/08/06 60% of Compensation Per Plan Per Plan
9 Months of Service as
of 12/31/06
- ----------------------------- ------------------------ ------------------------------ ------------------------ --------------------
19
EXHIBIT 2
TO
NORTH VALLEY BANCORP
SALARY CONTINUATION PLAN
Actuarial Assumptions:
Mortality Table: RP-2000 Combined Healthy Projection AA Male Mortality Table
20
EXHIBIT 3
TO
NORTH VALLEY BANCORP
SALARY CONTINUATION PLAN
Benefit Election Form
Please Print in Ink:
- -------------------
EXECUTIVE 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 2.1 (Normal Retirement). In the event benefit payments
become payable to me under Section 2.1 (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 or my lifetime, whichever is
greater, on the first day of each month commencing with the month following my
Normal Retirement Date.
(2) ____ As a lump sum equal to the actuarial equivalent
present value of (1) payable during the ninety (90) day period following my
Normal Retirement Date .
B. Section 2.2 (Early Termination). In the event benefit payments
become payable to me under Section 2.2 (Early Termination), I hereby irrevocably
elect that such payments be made to me in the following form:
21
(1) ____ 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 Normal Retirement Age.
(2) ____ As an annual benefit that is actuarially equivalent
to (1) in twelve (12) equal monthly installments payable over ten (10) years on
the first day of each month commencing with the month following my Normal
Retirement Age.
(3) ____ As an annual benefit that is actuarially equivalent
to (1) in twelve (12) equal monthly installments payable over five (5) years on
the first day of each month commencing with the month following my Normal
Retirement Age.
(4) ____ As a present value lump sum equivalent of (1)
reflecting the lump sum form payable during the ninety (90) day period following
my Normal Retirement Age.
C. Section 2.4 (Termination of Employment upon Change in
Control). In the event benefit payments become payable to me under Section 2.4
(Termination of Employment upon 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 my Termination of Employment.
(2) ____ As an annual benefit that is actuarially equivalent
to (1) 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 Employment .
(3) ____ As an annual benefit that is actuarially equivalent
to (1) 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 Employment.
(4) ____ As an annual benefit that is actuarially equivalent
to (1) 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 Employment.
(5) ____ As a present value lump sum equivalent of (1)
reflecting the lump sum form payable during the ninety (90) day period following
my Termination of Employment.
D. Section 2.5 (Change in Control-No Termination of Employment).
In the event of a Change in Control under circumstances where I do not
experience a Termination of Employment, I hereby irrevocably elect:
(1) ____ To have the present value of my Benefit paid during
the ninety (90) day period after such Change in Control, subject to my earning
the right to receive further benefits upon the occurrence of a benefit
entitlement event occurring later but with such future benefits offset by the
then-present value of the benefits I receive under Section 2.5.
22
(2) ____ To not have the present value of my Benefit paid
during the ninety (90) day period after such Change in Control, but instead to
have my Benefit, including future accruals, paid upon the occurrence of a
benefit entitlement event occurring later.
II. BENEFICIARY DESIGNATION
-----------------------
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
- ------------- --------------- --------- ------- ---------------
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 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: ___________________ ____________________________________________
Executive's Signature
23