Common use of Opportunity To Consult With Independent Advisors Clause in Contracts

Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. COLUMBIA STATE BANK By: /s/ XXXXXXX X. XXXXXXX Date: February 27, 2015 Authorized Executive Title: President and Chief Executive Officer Executive- Signature and Date Print Name The following table is intended ONLY to demonstrate Executive’s projected salary at various times and based on the assumptions below. This table does not address actual benefits to be paid based on the varying circumstances of Separation From Service, Change in Control, etc., or based on benefits being paid out prior to attainment of the Early Retirement Age, paid out as actuarial equivalent amounts or reduced by the Early Commencement Reduction Factor. In addition, this table does not address the limiting language contained in the definition of Target Benefit Amount, such that the Target Benefit Amount is defined as the 60% of the average of Executive’s three highest years of Base Salary. *Turns 65 in April, 2.3 months short of next vesting period. (1) Salary projected to grow annually at 3%. (2) The above chart is intended for illustrative purposes only and does not reflect any Early Commencement Reduction Factor. Pursuant to the terms of the Supplemental Executive Compensation Agreement, by and between me, ______________, and Columbia State Bank (hereinafter “Bank”), effective as of July 1, 2013, and thereafter amended by the First Amended and Restated Columbia State Bank Supplemental Executive Retirement Plan Agreement (“Agreement”), I have been granted a supplemental compensation benefit. Terms which are “defined terms” in the Agreement shall have the same meaning within this Distribution Election Form. Pursuant to IRC 409A, there are multiple restrictions and limitations regarding modifying the time and/or form of such payments; however an exception to these restrictions permits elections to change from a life annuity to another actuarially equivalent life annuity (prior to payments beginning). In the event no alternate method is selected above, then amounts due under this Agreement shall be paid out as a single life annuity based on the life of the Executive. Subject to the forgoing, and provided that payments have not yet begun, Executive may elect to have the Executive Benefit paid as follows:

Appears in 1 contract

Samples: Supplemental Executive Retirement Plan Agreement (Columbia Banking System Inc)

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Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. COLUMBIA STATE BANK By: /s/ XXXXXXX X. XXXXXXX Date: February 27, 2015 Authorized Executive Title: President and Chief Executive Officer Executive- Signature and Date Print Name The following table is intended ONLY to demonstrate Executive’s projected salary at various times and based on the assumptions below. This table does not address actual benefits to be paid based on the varying circumstances of Separation From Service, Change in Control, etc., or based on benefits being paid out prior to attainment of the Early Retirement Age, paid out as actuarial equivalent amounts or reduced by the Early Commencement Reduction Factor. In addition, this table does not address the limiting language contained in the definition of Target Benefit Amount, such that the Target Benefit Amount is defined as the 60% of the average of Executive’s three highest years of Base Salary. *Turns 65 in April, 2.3 months short of next vesting period. (1) Salary projected to grow annually at 3%. (2) The above chart is intended for illustrative purposes only and does not reflect any Early Commencement Reduction Factor. Pursuant to the terms of the Supplemental Executive Compensation Agreement, by and between me, ______________Xxxxxx XxXxxxxx, and Columbia State Bank (hereinafter “Bank”), effective as of July June 1, 20132013 (“Original Agreement”), and thereafter as amended by the First Amended and Restated Columbia State Bank Supplemental Executive Retirement Plan Agreement (“Agreement”), I have been granted a supplemental compensation benefit. Terms which are “defined terms” in the Agreement shall have the same meaning within this Distribution Election Form. Pursuant to IRC 409A, there are multiple restrictions and limitations regarding modifying the time and/or form of such payments; however an exception to these restrictions permits elections to change from a life annuity to another actuarially equivalent life annuity (prior to payments beginning). In the event no alternate method is selected above, then amounts due under this Agreement shall be paid out as a single life annuity based on the life of the ExecutiveParticipant. Subject to the forgoing, and provided that payments have not yet begun, Executive may elect to have the Executive Benefit paid as follows:

Appears in 1 contract

Samples: Supplemental Executive Retirement Plan Agreement (Columbia Banking System Inc)

Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Columbia SERP Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Columbia SERP Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Columbia SERP Agreement, and that he enters into this Columbia SERP Agreement with a full understanding of its terms and conditions. EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS RECEIVED AND READ OR HAS HAD THE OPPORTUNITY TO READ THIS COLUMBIA SERP AGREEMENT, INCLUDING WITHOUT LIMITATION THE AGREEMENTS TO ARBITRATION OF DISPUTES UNDER PARAGRAPHS 6.6 AND 8.2. EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATION OF DISPUTES REQUIRES THAT DISPUTES THAT INVOLVE THE MATTERS SUBJECT TO THE AGREEMENT BE SUBMITTED TO MEDIATION OR ARBITRATION PURSUANT TO THE ARBITRATION AGREEMENT RATHER THAN TO A JUDGE AND JURY IN COURT. COLUMBIA STATE BANK By: /s/ XXXXXXX X. XXXXXXX Date: February 27, 2015 Authorized Executive Title: President and Chief Executive Officer Executive- Signature and Date Print Name The following table is intended ONLY to demonstrate Executive’s projected salary at various times and based on the assumptions below. This table does not address actual benefits to be paid based on the varying circumstances of Separation From Service, Change in Control, etc., or based on benefits being paid out prior to attainment of the Early Retirement Age, paid out as actuarial equivalent amounts or reduced by the Early Commencement Reduction Factor. In addition, this table does not address the limiting language contained in the definition of Target Benefit Amount, such that the Target Benefit Amount is defined as the 60% of the average of Executive’s three highest years of Base Salary. *Turns 65 in April, 2.3 months short of next vesting period. (1) Salary projected to grow annually at 3%. (2) The above chart is intended for illustrative purposes only and does not reflect any Early Commencement Reduction Factor. Pursuant to the terms of the Supplemental Executive Compensation Agreement, by and between me, ______________, and Columbia State Bank (hereinafter “Bank”), effective as of July 1, 2013, and thereafter amended by the First Amended and Restated Columbia State Bank Supplemental Executive Retirement Plan Agreement (“Agreement”), I have been granted a supplemental compensation benefit. Terms which are “defined terms” in the Agreement shall have the same meaning within this Distribution Election Form. Pursuant to IRC 409A, there are multiple restrictions and limitations regarding modifying the time and/or form of such payments; however an exception to these restrictions permits elections to change from a life annuity to another actuarially equivalent life annuity (prior to payments beginning). In the event no alternate method is selected above, then amounts due under this Agreement shall be paid out as a single life annuity based on the life of the Executive. Subject to the forgoing, and provided that payments have not yet begun, Executive may elect to have the Executive Benefit paid as follows:Name

Appears in 1 contract

Samples: Supplemental Executive Retirement Plan Agreement (Columbia Banking System Inc)

Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. COLUMBIA STATE BANK By: /s/ XXXXXXX X. XXXXXXX Date: February 27, 2015 Authorized Executive Title: President and Chief Executive Officer Executive- Signature and Date Print Name The following table is intended ONLY to demonstrate Executive’s projected salary at various times and based on the assumptions below. This table does not address actual benefits to be paid based on the varying circumstances of Separation From Service, Change in Control, etc., or based on benefits being paid out prior to attainment of the Early Retirement Age, paid out as actuarial equivalent amounts or reduced by the Early Commencement Reduction Factor. In addition, this table does not address the limiting language contained in the definition of Target Benefit Amount, such that the Target Benefit Amount is defined as the 60% of the average of Executive’s three highest years of Base Salary. *Turns 65 in April, 2.3 months short of next vesting period. (1) Salary projected to grow annually at 3%. (2) The above chart is intended for illustrative purposes only and does not reflect any Early Commencement Reduction Factor. Pursuant to the terms of the Supplemental Executive Compensation Agreement, by and between me, ______________, and Columbia State Bank (hereinafter “Bank”), effective as of July 1of______________, 2013, and thereafter amended by the First Amended and Restated Columbia State Bank Supplemental Executive Retirement Plan Agreement 2015 (“Agreement”), I have been granted a supplemental compensation benefit. Terms which are “defined terms” in the Agreement shall have the same meaning within this Distribution Election Form. Pursuant to IRC 409A, there are multiple restrictions and limitations regarding modifying the time and/or form of such payments; however an exception to these restrictions permits elections to change from a life annuity to another actuarially equivalent life annuity (prior to payments beginning). In the event no alternate method is selected above, then amounts due under this Agreement shall be paid out as a single life annuity based on the life of the Executive. Subject to the forgoing, and provided that payments have not yet begun, Executive may elect to have the Executive Benefit paid as follows:. I. LIFETIME ANNUITY/JOINT AND SURVIVOR ANNUITY

Appears in 1 contract

Samples: Supplemental Executive Retirement Plan Agreement (Columbia Banking System Inc)

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Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. COLUMBIA STATE BANK By: Xxxx Xxxxxx /s/ XXXXXXX X. XXXXXXX XXXXX XXXXXX Date: February 27, 2015 Authorized Executive Title: President and 2/25/2019 EVP/Chief Executive Human Resources Officer Executive- Signature and Date Print Name The following table is intended ONLY to demonstrate Executive’s projected salary at various times and based on the assumptions below. This table does not address actual benefits to be paid based on the varying circumstances of Separation From Service, Change in Control, etc.. When applicable, or based on however, the following does reflect benefits being paid out prior to attainment of the Early Retirement Age, paid out as actuarial equivalent amounts or Age and reduced by the Early Commencement Reduction Factor. In additionThe illustration below is provided ONLY as an example of potential salary and benefit amounts, this table does not address and the limiting language contained amounts reflected are in no way a guarantee of benefits owing. Additionally, a 3% annual salary increase has been assumed, and the definition of Target Benefit Amount, such that the Target Benefit Amount is defined as the 60% of the average of Executive’s three highest years of Base Salary. *Turns 65 in April, 2.3 months short of next vesting period. (1) Salary projected to grow annually at 3%. (2) The above chart is intended for illustrative purposes only and below does not reflect any Early Commencement Reduction Factorthe mandatory reduction in payments required under Article V(i) or (ii) of the Agreement. Furthermore, “assumptions” have been used to calculate these amounts, but actual amounts will only be determinable at the time benefits become due. Thus, there can be no guarantee of salary or benefits at the time this agreement is put into place. Pursuant to the terms of the Columbia State Bank Supplemental Executive Compensation Agreement (“Agreement, by and between me, ______________, and Columbia State Bank (hereinafter “Bank”), effective as of July February 1, 2013, and thereafter amended by the First Amended and Restated Columbia State Bank Supplemental Executive Retirement Plan Agreement (“Agreement”)2019, I have been granted a supplemental compensation benefit. Terms which are “defined terms” in the Agreement shall have the same meaning within this Distribution Election Form. I. LIFETIME ANNUITY/JOINT AND SURVIVOR ANNUITY II. Pursuant to IRC 409A, there are multiple restrictions and limitations regarding modifying the time and/or form of such payments; however an exception to these restrictions permits elections to change from a life annuity to another actuarially equivalent life annuity (prior to payments beginning). In the event no alternate method is selected above, then amounts due under this Agreement shall be paid out as a single life annuity based on the life of the Executive. Subject to the forgoing, and provided that payments have not yet begun, Executive may elect to have the Executive Benefit paid as follows:CHANGE IN CONTROL

Appears in 1 contract

Samples: Supplemental Executive Retirement Plan Agreement (Columbia Banking System Inc)

Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. COLUMBIA STATE BANK By: /s/ XXXXXXX X. XXXXXXX Date: February 27, 2015 Authorized Executive Title: President and Chief Executive Officer Executive- Signature and Date Print Name The following table is intended ONLY to demonstrate Executive’s projected salary at various times and based on the assumptions below. This table does not address actual benefits to be paid based on the varying circumstances of Separation From ServiceCOLUMBIA STATE BANK By:__/s/ XXXXXXX X. DRESSEL________ Date: __August 22, Change in Control, etc., or based on benefits being paid out prior to attainment of the Early Retirement Age, paid out as actuarial equivalent amounts or reduced by the Early Commencement Reduction Factor. In addition, this table does not address the limiting language contained in the definition of Target Benefit Amount, such that the Target Benefit Amount is defined as the 60% of the average of Executive’s three highest years of Base Salary. *Turns 65 in April, 2.3 months short of next vesting period. (1) Salary projected to grow annually at 3%. (2) The above chart is intended for illustrative purposes only and does not reflect any Early Commencement Reduction Factor. 2013_______________ Authorized Executive Title:__CEO __________ Pursuant to the terms of the Supplemental Executive Compensation Agreement, by and between me, ______________Xxxxx Xxxxxx, and Columbia State Bank (hereinafter “Bank”), effective as of July 1August 20, 2013, and thereafter amended by the First Amended and Restated Columbia State Bank Supplemental Executive Retirement Plan Agreement 2013 (“Agreement”), I have been granted a supplemental compensation benefit. Terms which are “defined terms” in the Agreement shall have the same meaning within this Distribution Election Form. Pursuant to IRC Internal Revenue Code Section 409A, there are multiple restrictions and limitations regarding modifying the time and/or form of such payments; however an exception to these restrictions permits elections to change from a life annuity to another actuarially equivalent life annuity (prior to payments beginning). In the event no alternate method is selected above, then amounts due under this Agreement shall be paid out as a single life annuity based on the life of the ExecutiveParticipant. Subject to the forgoing, and provided that payments have not yet begun, Executive may elect to have the Executive Benefit paid as follows:

Appears in 1 contract

Samples: Supplemental Executive Retirement Plan Agreement (Columbia Banking System Inc)

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