EXHIBIT 10.25
FIRST AMENDMENT
TO THE
VALLEY INDEPENDENT BANK
SALARY CONTINUATION AGREEMENT
FOR
XXXXXXX X. XXXXX
THIS AMENDMENT is adopted this 1st day of July, 2002, by and between
VALLEY INDEPENDENT BANK, located in El Centro, California (the "Company") and
XXXXXXX X. XXXXX (the "Executive").
The Company and the Executive executed the VALLEY INDEPENDENT BANK SALARY
CONTINUATION AGREEMENT on January 1, 2001 (the "Agreement"). The undersigned
hereby amends, in part, said Agreement to update the Executive's Normal
Retirement Benefit according to the terms of Section 2.1.1 of the Agreement,
which will also change the amounts on Schedule A attached to said Agreement, to
clarify the Change of Control and Death Benefit and to update the Agreement for
recent regulatory changes. Therefore, the following revisions shall be made:A
Article 1.3 of the Agreement shall be deleted in its entirety and
replaced by Article 1.3 below.
1.3 "Disability" means the Executive suffering a sickness, accident or
injury which has been determined by the carrier of any individual or
group-disability insurance policy covering the Executive, or by the Social
Security Administration, to be a disability rendering the Executive totally and
permanently disabled. The Executive must submit proof to the Company of the
carrier's or Social Security Administration's determination upon the request of
the Company.
Article 2.1.1 of the Agreement shall be deleted in its entirety and
replaced by Article 2.1.1 below.
2.1.1 Amount of Benefit. The annual benefit under this Section 2.1
is $163,200 (One Hundred Sixty-three Thousand Two Hundred Dollars).
Commencing at the end of the first Plan Year, and each Plan Year
thereafter, the annual benefit shall be increased 6 percent from the
previous Plan Year to a projected annual benefit of $292,266 (Two Hundred
Ninety-two Thousand Two Hundred Sixty-six Dollars) at Normal Retirement
Age. Each February this benefit shall be reviewed and any additional
increase in the annual benefit shall require the recalculation of
Schedule A.
Article 2.4.1 of the Agreement shall be deleted in its entirety and
replaced by Article 2.4.1 below.
2.4.1 Amount of Benefit. The benefit under this Section 2.4 is the
Change of Control Annual Benefit set forth in Schedule A for the Plan Year in
which Termination of Employment occurs, determined by vesting the
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Executive in the Normal Retirement Benefit Level for the current Plan Year.
Article 2.4.4 below shall be added to the Agreement.
2.4.4 Benefit Increases. Commencing on the first anniversary of
the first benefit payment, and continuing on each subsequent anniversary,
the Company's Board of Directors shall increase this Change of Control
annual benefit by 3 percent (3%).
Article 3.1 of the Agreement shall be deleted in its entirety and
replaced by Article 3.1 below.
3.1 Death Benefit. The Company shall pay to the Executive's beneficiary
the death benefit described in the Split Dollar Agreement and Endorsement
attached as Addendum A between the Company and the Executive.
Articles 6.1 and 6.2 of the Agreement shall be deleted in its entirety
and replaced by Articles 6.1 and 6.2 below.
6.1 Claims Procedure. Any Executive or beneficiary who has not received
benefits under this Agreement that he or she believes should be paid
("claimant") shall make a claim for such benefits as follows:
6.1.1 Initiation - Written Claim. The claimant initiates a claim
by submitting to the Company a written claim for the benefits.
6.1.2 Timing of Company Response. The Company shall respond to
such claimant within 90 days after receiving the claim. If the Company
determines that special circumstances require additional time for
processing the claim, the Company can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the end
of the initial 90-day period, that an additional period is required. The
notice of extension must set forth the special circumstances and the date
by which the Company expects to render its decision.
6.1.3 Notice of Decision. If the Company denies part or all of the
claim, the Company shall notify the claimant in writing of such denial.
The Company shall write the notification in a manner calculated to be
understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the
Agreement on which the denial is based,
(c) A description of any additional information or
material necessary for the claimant to perfect the claim and an
explanation of why it is needed,
(d) An explanation of the Agreement's review procedures
and the time limits applicable to such procedures, and
(e) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a) following an adverse benefit
determination on review.
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6.2 Review Procedure. If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Company of
the denial, as follows:
6.2.1 Initiation - Written Request. To initiate the review, the
claimant, within 60 days after receiving the Company's notice of denial,
must file with the Company a written request for review.
6.2.2 Additional Submissions - Information Access. The claimant
shall then have the opportunity to submit written comments, documents,
records and other information relating to the claim. The Company shall
also provide the claimant, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information
relevant (as defined in applicable ERISA regulations) to the claimant's
claim for benefits.
6.2.3 Considerations on Review. In considering the review, the
Company shall take into account all materials and information the
claimant submits relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.
6.2.4 Timing of Company Response. The Company shall respond in
writing to such claimant within 60 days after receiving the request for
review. If the Company determines that special circumstances require
additional time for processing the claim, the Company can extend the
response period by an additional 60 days by notifying the claimant in
writing, prior to the end of the initial 60-day period, that an
additional period is required. The notice of extension must set forth the
special circumstances and the date by which the Company expects to render
its decision.
6.2.5 Notice of Decision. The Company shall notify the claimant in
writing of its decision on review. The Company shall write the
notification in a manner calculated to be understood by the claimant. The
notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the
Agreement on which the denial is based,
(c) A statement that the claimant is entitled to receive,
upon request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the claimant's claim
for benefits, and
(d) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a).
Schedule A of the Agreement shall be deleted in its entirety and replaced
by the attached Schedule A.
IN WITNESS OF THE ABOVE, the Executive and the Company hereby consent to
this First Amendment.
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EXECUTIVE: VALLEY INDEPENDENT BANK
/s/ XXXXXXX X. XXXXX BY /s/ XXXXXX X. XXXX
-------------------------------- ------------------------------------
XXXXXXX X. XXXXX
TITLE PRESIDENT & CEO
---------------------------------
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SCHEDULE A
FIRST AMENDMENT TO THE
VALLEY INDEPENDENT BANK
SALARY CONTINUATION AGREEMENT
XXXXXXX X. XXXXX
----------------------------------------------------------------------------------------------------
EARLY DISABILITY CHANGE OF
EARLY TERMINATION ANNUAL CONTROL
PLAN TERMIN- ANNUAL BENEFIT ANNUAL
YEAR ATION BENEFIT PAYABLE BENEFIT
ENDING BENEFIT ACCRUAL VESTING PAYABLE WITHIN PAYABLE
DECEMBER LEVEL BALANCE SCHEDULE IMMEDIATELY ONE YEAR IMMEDIATELY
----------------------------------------------------------------------------------------------------
Rollover 73,660
----------------------------------------------------------------------------------------------------
2002 163,200 113,194 80% 130,560 292,266 163,200
----------------------------------------------------------------------------------------------------
2003 172,992 203,326 90% 155,693 292,266 172,992
----------------------------------------------------------------------------------------------------
2004 183,372 308,816 100% 183,372 292,266 183,372
----------------------------------------------------------------------------------------------------
2005 194,374 432,909 100% 194,374 292,266 194,374
----------------------------------------------------------------------------------------------------
2006 206,036 579,816 100% 206,036 292,266 206,036
----------------------------------------------------------------------------------------------------
2007 218,398 755,168 100% 218,398 292,266 218,398
----------------------------------------------------------------------------------------------------
2008 231,502 966,839 100% 231,502 292,266 231,502
----------------------------------------------------------------------------------------------------
2009 245,392 1,226,620 100% 245,392 292,266 245,392
----------------------------------------------------------------------------------------------------
2010 260,116 1,554,306 100% 260,116 292,266 260,116
----------------------------------------------------------------------------------------------------
2011 275,723 1,991,587 100% 275,723 292,266 275,723
----------------------------------------------------------------------------------------------------
July 2012* 292,266 2,401,295 100% 292,266 292,266 292,266
----------------------------------------------------------------------------------------------------
*Final Plan Year ends in the month in which Normal Retirement Age is attained.
Assumes an implementation date of July 1, 2002. The first line of calculations
reflects 6 months of data, July 2002 through December 2002.
Benefit amount based on a beginning compensation of $163,200 inflating at 6.00%
each year to $292,266 at retirement. Annual Benefit payment of $292,266 is 100%
of projected final compensation. Benefit amount also includes a 3.00% guaranteed
inflator during the payout period.
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FIRST AMENDMENT
TO THE
VALLEY INDEPENDENT BANK
SPLIT DOLLAR AGREEMENT
FOR
XXXXXXX X. XXXXX
AND
ASSIGNMENT OF INTEREST
THIS AMENDMENT and ASSIGNMENT is adopted this 1st day of July, 2002, by
and between VALLEY INDEPENDENT BANK, located in El Centro, California (the
"Company") and XXXXXXX X. XXXXX (the "Executive").
The Company and the Executive executed the VALLEY INDEPENDENT BANK SPLIT
DOLLAR AGREEMENT and SPLIT DOLLAR POLICY ENDORSEMENT on January 1, 2001, and
January 11, 2001, respectively (the "Agreement").
The undersigned hereby amends, in part, said Agreement to update the
split dollar death benefit under the Agreement and to update the Agreement for
recent regulatory changes. Therefore, the following revisions shall be made:
Article 2.2 of the Agreement shall be deleted in its entirety and
replaced by Article 2.2 below.
2.2 Executive's Interest. The Executive shall have the right to
designate the beneficiary of death proceeds of the Policy in the amount
of $2,401,295. The Executive shall also have the right to elect and
change settlement options that may be permitted.
Articles 6.1 and 6.2 of the Agreement shall be deleted in its entirety
and replaced by Articles 6.1 and 6.2 below.
6.1 Claims Procedure. Any Executive or beneficiary who has not received
benefits under this Agreement that he or she believes should be paid
("claimant") shall make a claim for such benefits as follows:
6.1.1 Initiation - Written Claim. The claimant initiates a claim
by submitting to the Company a written claim for the benefits.
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6.1.2 Timing of Company Response. The Company shall respond to
such claimant within 90 days after receiving the claim. If the Company
determines that special circumstances require additional time for
processing the claim, the Company can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the end
of the initial 90-day period, that an additional period is required. The
notice of extension must set forth the special circumstances and the date
by which the Company expects to render its decision.
6.1.3 Notice of Decision. If the Company denies part or all of the
claim, the Company shall notify the claimant in writing of such denial.
The Company shall write the notification in a manner calculated to be
understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the
Agreement on which the denial is based,
(c) A description of any additional information or
material necessary for the claimant to perfect the claim and an explanation of
why it is needed,
(d) An explanation of the Agreement's review procedures
and the time limits applicable to such procedures, and
(e) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a) following an adverse benefit determination on
review.
6.2 Review Procedure. If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Company of
the denial, as follows:
6.2.1 Initiation - Written Request. To initiate the review, the
claimant, within 60 days after receiving the Company's notice of denial,
must file with the Company a written request for review.
6.2.2 Additional Submissions - Information Access. The claimant
shall then have the opportunity to submit written comments, documents,
records and other information relating to the claim. The Company shall
also provide the claimant, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information
relevant (as defined in applicable ERISA regulations) to the claimant's
claim for benefits.
6.2.3 Considerations on Review. In considering the review, the
Company shall take into account all materials and information the
claimant submits relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.
6.2.4 Timing of Company Response. The Company shall respond in
writing to such claimant within 60 days after receiving the request for
review. If the Company determines
87
that special circumstances require additional time for processing the
claim, the Company can extend the response period by an additional 60
days by notifying the claimant in writing, prior to the end of the
initial 60-day period, that an additional period is required. The notice
of extension must set forth the special circumstances and the date by
which the Company expects to render its decision.
6.2.5 Notice of Decision. The Company shall notify the claimant in
writing of its decision on review. The Company shall write the
notification in a manner calculated to be understood by the claimant. The
notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the
Agreement on which the denial is based,
(c) A statement that the claimant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claimant's claim for benefits, and
(d) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a).
In addition, the Executive hereby assigns, transfers and conveys all
rights and interests in the death benefit under the Agreement to Xxxxxx X. Xxxxx
as Trustee of THE XXXXXXX X. XXXXX 2001 INSURANCE TRUST dated May 6, 2002 (the
"Trust") or the Trust's transferee. The Executive also hereby assigns, transfers
and conveys to the Trust any and all rights and interests the Executive may have
in life insurance policy number ZUA384716 issued by West Coast Life Insurance
Company insuring the life of the Executive.
The Split Dollar Policy Endorsement shall be replaced by the attached
Split Dollar Policy Endorsement.
IN WITNESS OF THE ABOVE, the Executive and the Company hereby consent to
this First Amendment and acknowledge this Assignment of Interest.
EXECUTIVE: VALLEY INDEPENDENT BANK
/s/ XXXXXXX X. XXXXX BY /s/ XXXXXX X. XXXX
-------------------------------- ------------------------------------
XXXXXXX X. XXXXX
TITLE PRESIDENT & CEO
---------------------------------
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ADDENDUM A SPLIT DOLLAR POLICY ENDORSEMENT
VALLEY INDEPENDENT BANK SPLIT DOLLAR AGREEMENT
Policy No. ZUA384716 Insured: Xxxxxxx X. Xxxxx
Supplementing and amending the application for insurance to West Coast Life
Insurance Company (the "Insurer"), the applicant requests and directs that:
BENEFICIARIES
1. VALLEY INDEPENDENT BANK, a state-chartered commercial bank located in
El Centro, California (the "Company"), shall be the beneficiary of death
proceeds remaining after payment is made pursuant to paragraph (2) below.
2. The beneficiary of death proceeds in the amount of $2,401,295 shall be
designated by Xxxxxx X. Xxxxx as Trustee of THE XXXXXXX X. XXXXX 2001 INSURANCE
TRUST dated May 6, 2002 (the "Trust") or the Trust's transferee.
OWNERSHIP
3. The Owner of the policy shall be the Company. The Owner shall have all
ownership rights in the Policy except as may be specifically granted to the
Trust or its transferee in paragraph (4) of this endorsement.
4. The Trust or its transferee shall have the right to assign its rights
and interests in the Policy with respect to that portion of the death proceeds
designated in paragraph (2) of this endorsement, and to exercise all settlement
options with respect to such death proceeds.
MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
Upon the death of the Insured, the interest of any collateral assignee of the
Owner of the Policy designated in (3) above shall be limited to the portion of
the proceeds described in paragraph (1) above.
OWNERS AUTHORITY
The Insurer is hereby authorized to recognize the Owner's claim to rights
hereunder without investigating the reason for any action taken by the Owner,
including its statement of the amount of premiums it has paid on the Policy. The
signature of the Owner shall be sufficient for the exercise of
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any rights under this Endorsement and the receipt of the Owner for any sums
received by it shall be a full discharge and release therefore to the Insurer.
The owner accepts and agrees to this split dollar endorsement.
Any transferee's rights shall be subject to this Endorsement.
The undersigned is signing in a representative capacity and warrants that he or
she has the authority to bind the entity on whose behalf this document is being
executed.
Signed at El Centro, California, this 1st day of July, 2002.
VALLEY INDEPENDENT BANK
By /s/ Xxxxxx X. Xxxx
--------------------------------
Title President & CEO
--------------------------
ACCEPTANCE AND BENEFICIARY DESIGNATION
The Trust accepts and agrees to the foregoing as direct beneficiary of the
portion of the proceeds described in paragraph (2) above.
Signed at Danville, California, this 23rd day of July, 2002.
TRUST:
THE XXXXXXX X. XXXXX 2001 INSURANCE TRUST
BY /s/ XXXXXX X. XXXXX
--------------------------------
XXXXXX X. XXXXX, TRUSTEE
90
FIRST AMENDMENT
TO THE
VALLEY INDEPENDENT BANK
EXECUTIVE BONUS AGREEMENT
FOR
XXXXXXX X. XXXXX
THIS AMENDMENT is adopted this 1st day of July, 2002, by and between
VALLEY INDEPENDENT BANK, located in El Centro, California (the "Company") and
XXXXXXX X. XXXXX (the "Executive").
The Company and the Executive executed the VALLEY INDEPENDENT BANK
EXECUTIVE BONUS AGREEMENT on July 2, 2002, (the "Agreement"). The undersigned
hereby amends, in part, said Agreement to define the Bonus Award in lieu of a
schedule that was previously attached to the Agreement and update for recent
regulatory changes. Therefore, the following revisions shall be made:
Article 1.4 of the Agreement shall be deleted in its entirety and
replaced by Article 1.4 below.
1.4 "Disability" means the Executive suffering a sickness, accident or
injury which has been determined by the carrier of any individual or
group-disability insurance policy covering the Executive, or by the Social
Security Administration, to be a disability rendering the Executive totally and
permanently disabled. The Executive must submit proof to the Company of the
carrier's or Social Security Administration's determination upon the request of
the Company.
Article 1.6 of the Agreement shall be deleted and replaced by Article 1.6
below.
1.6 "Normal Retirement Age" means the Executive's 62nd birthday.
Article 2.1.1 of the Agreement shall be deleted in its entirety and
replaced by Article 2.1.1 below.
1.1 Bonus Award. The Company shall pay the Executive a cash Bonus for
each Plan Year until the Executive's death unless this Agreement is terminated.
The amount of the bonus shall be equal to the Executive's economic benefit under
a separate Split Dollar Agreement dated January 1, 2001, between the Executive
and the Company, divided by one minus the Company's combined marginal income tax
rate for the calendar year immediately preceding such payment. The Company shall
pay such Bonus award prior to December 31 of each year.
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Article 5 of the Agreement shall be deleted in its entirety and replaced
by Article 5 below.
This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive. However, this Agreement will
automatically terminate upon the termination of the separate Split Dollar
Agreement executed January 1, 2001, between the Executive and the Company.
The following Article 7 shall be added to the Agreement.
Article 7
Claims and Review Procedure
7.1 Claims Procedure. Any Executive or beneficiary who has not received
benefits under this Agreement that he or she believes should be paid
("claimant") shall make a claim for such benefits as follows:
7.1.1 Initiation - Written Claim. The claimant initiates a claim
by submitting to the Company a written claim for the benefits.
7.1.2 Timing of Company Response. The Company shall respond to
such claimant within 90 days after receiving the claim. If the Company
determines that special circumstances require additional time for
processing the claim, the Company can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the end
of the initial 90-day period, that an additional period is required. The
notice of extension must set forth the special circumstances and the date
by which the Company expects to render its decision.
7.1.3 Notice of Decision. If the Company denies part or all of the
claim, the Company shall notify the claimant in writing of such denial.
The Company shall write the notification in a manner calculated to be
understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the
Agreement on which the denial is based,
(c) A description of any additional information or
material necessary for the claimant to perfect the claim and an explanation of
why it is needed,
(d) An explanation of the Agreement's review procedures
and the time limits applicable to such procedures, and
(e) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a) following an adverse benefit determination on
review.
7.2 Review Procedure. If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Company of
the denial, as follows:
7.2.1 Initiation - Written Request. To initiate the review, the
claimant, within 60 days after receiving the Company's notice of denial,
must file with the Company a written request
92
for review.
7.2.2 Additional Submissions - Information Access. The claimant
shall then have the opportunity to submit written comments, documents,
records and other information relating to the claim. The Company shall
also provide the claimant, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information
relevant (as defined in applicable ERISA regulations) to the claimant's
claim for benefits.
7.2.3 Considerations on Review. In considering the review, the
Company shall take into account all materials and information the
claimant submits relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.
7.2.4 Timing of Company Response. The Company shall respond in
writing to such claimant within 60 days after receiving the request for
review. If the Company determines that special circumstances require
additional time for processing the claim, the Company can extend the
response period by an additional 60 days by notifying the claimant in
writing, prior to the end of the initial 60-day period, that an
additional period is required. The notice of extension must set forth the
special circumstances and the date by which the Company expects to render
its decision.
7.2.5 Notice of Decision. The Company shall notify the claimant in
writing of its decision on review. The Company shall write the
notification in a manner calculated to be understood by the claimant. The
notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the
Agreement on which the denial is based,
(c) A statement that the claimant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claimant's claim for benefits, and
(d) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a).
Schedule A of the Agreement shall be deleted in its entirety.
IN WITNESS OF THE ABOVE, the Executive and the Company hereby consent to
this First Amendment.
EXECUTIVE: VALLEY INDEPENDENT BANK
/s/ XXXXXXX X. XXXXX BY /s/ XXXXXX X. XXXX
-------------------------------- ------------------------------------
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XXXXXXX X. XXXXX
TITLE PRESIDENT & CEO
---------------------------------
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