EXHIBIT 99.1
CASCADE BANK
DEFERRED COMPENSATION PLAN
The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated employees who contribute materially to
the continued growth, development and future business success of Cascade Bank
(the "Company"). This Plan shall be unfunded for tax purposes and for purposes
of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"), as
amended from time to time.
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1 "Bank" shall mean Cascade Bank.
1.2 "Base Salary" shall mean the annual cash compensation relating to services
performed during any calendar year, excluding distributions from
nonqualified deferred compensation plans, bonuses, commissions, overtime,
fringe benefits, stock options, relocation expenses, incentive payments,
non-monetary awards, director fees and other fees, and automobile and
other allowances paid to the Executive for employment services rendered
(whether or not such allowances are included in the Executive's gross
income). Base Salary shall be calculated before reduction for compensation
voluntarily deferred or contributed by the Executive pursuant to all
qualified or non-qualified plans of any Employer and shall be calculated
to include amounts not otherwise included in the Executive's gross income
under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
established by any Employer; provided, however, that all such amounts will
be included in compensation only to the extent that had there been no such
plan, the amount would have been payable in cash to the Employee.
1.3 "Beneficiary" means each designated person, or the estate of the deceased
Executive, entitled to benefits, if any, upon the death of the Executive
determined pursuant to Article 7.
1.4 "Board" means the Board of Directors of the Company as from time to time
constituted.
1.5 "Bonus" means any cash bonus, as determined by the Company in its sole
discretion, awarded to the Executive for the Plan Year.
1.6 "Beneficiary Designation Form" means the form established from time to
time by the Plan Administrator that the Executive completes, signs and
returns to the Plan Administrator to designate one or more beneficiaries.
1.7 "Cause" means any one or more of the following, as reasonably determined
by the Company:
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(a) An act of dishonesty on the part of the Executive resulting or
intended to result directly or indirectly in gain or personal
enrichment of the executive at the expense of the Company;
(b) A deliberate act of proven fraud having a material adverse
impact on the business or consolidated financial condition or
results of operations of the Company;
(c) The deliberate and continuing failure to comply with
applicable laws and regulations having a material adverse
impact on the business;
(d) Conduct demonstrably and significantly harmful to the Company,
as reasonably determined by the Company's Board or the advice
of legal counsel;
(e) Violation of the Company's anti-discrimination and harassment
policies; or
(f) Breach of any covenant set forth in the Executive's employment
or similar form of agreement.
1.8 "Change of Control" means, for purposes of this Agreement, when:
(a) Any "person," as such term is used in Sections 13(d) and 14(d)
of the Exchange Act, other than the Holding Company, is or
becomes the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) directly or indirectly of securities of the
Bank or the Holding Company representing twenty-five percent
(25%) or more of the combined voting power of the Bank's or
Holding Company's outstanding securities;
(b) Individuals who are members of the Board of Directors of the
Holding Company (the "Board") on the Commencement Date (the
"Incumbent Board") cease for any reason to constitute at least
a majority thereof, provided that any person becoming a
director subsequent to the Commencement Date whose election
was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board or whose nomination
for election by the Holding Company's stockholders was
approved by the nominating committee serving under an
Incumbent Board or who was appointed as a result of a change
at the direction of the Federal Reserve Board or the Federal
Deposit Insurance Corporation ("FDIC"), shall be considered a
member of the Incumbent Board;
(c) The stockholders of the Holding Company approve a merger,
consolidation or acquisition of the Holding Company or the
Bank, with or by any other corporation or entity, other than
(1) a merger, consolidation or acquisition which would result
in the voting securities of the Holding
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Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more
than fifty percent (50%) of the combined voting power of the
voting securities of the Holding Company or such surviving
entity outstanding immediately after such merger or
consolidation or (2) a merger or consolidation effected to
implement a recapitalization of the Holding Company or the
Bank (or similar transaction) in which no person (as
hereinabove defined) acquires more than twenty-five percent
(25%) of the combined voting power of the Holding Company's
then outstanding securities; or
(d) The stockholders of the Holding Company approve a plan of
complete liquidation of the Holding Company or the Bank or an
agreement for the sale or disposition by the Holding Company
of all or substantially all of the Holding Company's or the
Bank's assets (or any transaction having a similar effect);
provided that the term "Change of Control" shall not include
an acquisition of securities by an employee benefit plan of
the Bank or the Holding Company or a change in the composition
of the Board at the direction of the Federal Reserve Board or
the FDIC.
1.9 "Change of Control Benefit" means the benefit set forth in Section 5.4.
1.10 "Code" means the Internal Revenue Code of 1986, as amended.
1.11 "Company" means Cascade Bank or its parent, Cascade Financial Corporation,
and their subsidiaries.
1.12 "Company Contribution" means any amount contributed to the Executive's
Deferral Account.
1.13 "Compensation" means the total annual Base Salary and Bonus paid to the
Executive during a Plan Year, before deferrals but after deduction of
taxes associated with such Base Salary and Bonus.
1.14 "Deferral Account" means the Company's accounting of the Executive's
accumulated Deferrals and Company Contributions, plus accrued interest.
1.15 "Deferrals" means the amount of the Executive's Compensation which the
Executive elects to defer according to this Plan.
1.16 "Disability" means the Executive: (a) is unable to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment which 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 (b) is, by reason of any medically determinable physical
or mental impairment which 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
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replacement benefits for a period of not less than three (3) months under
an accident and health plan covering employees of the Executive's
employer.
1.17 "Disability Benefit" means the benefit set forth in Section 5.3.
1.18 "Early Termination" means Termination of Employment before Normal
Retirement Age for reasons other than death, Disability, Termination for
Cause or termination within twenty-four (24) months following a Change of
Control.
1.19 "Early Termination Benefit" means the benefit set forth in Section 5.2.
1.20 "Effective Date" means December 15, 2004.
1.21 "Election Form" means the form established from time to time by the Plan
Administrator that the Executive completes, signs and returns to the Plan
Administrator to make an election under the Plan.
1.22 "Holding Company" shall mean Cascade Financial Corporation.
1.23 "Good Reason" means only any one or more of the following:
(a) Reduction, without Executive's consent, of Executive's salary, or
elimination of any compensation or benefit plan benefiting
Executive, unless the reduction or elimination is applicable to all
similarly situated Company Executives (or Executives of a successor)
formerly benefited;
(b) A relocation or transfer of Executive's principal place of
employment that would require Executive to commute on a regular
basis more than sixty (60) miles each way from Executive's current
business office on the date of election, unless Executive consents
to such commute; or
(c) A significant diminution of the duties and responsibilities of
Executive.
1.24 "Normal Distribution Date" means the later of the Normal Retirement Age or
Termination of Employment, subject to any waiting period set forth on the
Election Form.
1.25 "Normal Retirement Age" means the Executive attaining age sixty-two (62).
1.26 "Normal Retirement Benefit" means the benefit set forth in Section 5.1.
1.27 "Plan Administrator" means the plan administrator described in Article 9.
1.28 "Plan Year" means a twelve-month period commencing on January 1 and ending
on December 31 of each year. The initial Plan Year shall commence on the
Effective Date of this Agreement.
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1.29 "Termination of Employment" means that the Executive ceases to be employed
by the Company for any reason, voluntary or involuntary, other than by
reason of a leave of absence approved by the Company.
1.30 "Unforeseeable Financial Emergency" means a severe financial hardship to
the Executive resulting from a sudden and unexpected illness or accident
of the Executive, the Executive's spouse, or a dependent (as defined in
Section 152(a) of the Code) of the Executive, loss of the Executive's
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Executive.
ARTICLE 2
SELECTION, ENROLLMENT AND ELIGIBILITY
2.1 Selection by Plan Administrator. Executive has been selected to
participate in this Agreement as a member of a select group of management
and highly compensated employees of the Company, as determined by the Plan
Administrator in its sole discretion.
2.2 Enrollment Requirements. As a condition to participation, the Executive
shall complete, execute and return to the Plan Administrator an Election
Form and a Beneficiary Designation Form, all within thirty (30) days after
the employee is notified by the Plan Administrator of his or her selection
to participate in the Plan. In addition, the Plan Administrator shall
establish from time to time such other enrollment requirements as it
determines in its sole discretion are necessary.
2.3 Eligibility; Commencement of Participation. Provided an employee selected
to participate in the Plan has met all enrollment requirements set forth
in this Plan and required by the Plan Administrator, including returning
all required documents to the Plan Administrator within the specified time
period, that employee shall commence participation in the Plan on the
first day of the month following the month in which the employee completes
all enrollment requirements (the "Participation Date"). If an employee
fails to meet all such requirements within the period required, in
accordance with Section 2.2, that employee shall not be eligible to
participate in the Plan until the first day of the Plan Year following the
delivery to and acceptance by the Plan Administrator of the required
documents.
2.4 Termination of Participation and/or Deferrals. If the Plan Administrator
determines in good faith that the Executive no longer qualifies as a
member of a select group of management or highly compensated employees, as
membership in such group is determined in accordance with Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA, the Plan Administrator shall have the
right, in its sole discretion, to (i) terminate any deferral election the
Executive has made for the remainder of the Plan Year in which the
Executive's membership status changes, (ii) prevent the Executive from
making future deferral elections and/or (iii) immediately distribute the
Executive's Deferral Account (subject to any waiting period set forth in
the Election Form) and terminate the Executive's participation in the
Plan.
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ARTICLE 3
DEFERRAL ELECTION
3.1 Initial Election. The Executive shall make an initial deferral election
under this Agreement by delivering to the Plan Administrator a signed
Election Form and Beneficiary Designation Form within thirty (30) days
after being notified by the Plan Administrator of selection for
participation in the Plan. The Election Form shall set forth the amount of
Compensation to be deferred and shall be effective to defer only
Compensation earned after the date the Election Form is received by the
Plan Administrator.
3.2 Bonus. Each Plan Year, the Company, in its sole discretion, shall
determine the amount of any Bonus. The Executive shall have no right to
determine the amount of any such Bonus. Elections to defer any Bonus or
percentage thereof must be made before December 31 of the taxable year
prior to the taxable year in which the Bonus is earned.
3.3 Subsequent Deferral Elections.
3.3.1 Generally. The Executive shall file annually a new Election Form
with the Plan Administrator at least forty-five (45) days prior to
the first day of the Plan Year in which the Compensation earned is
to be deferred. This election shall not be effective until the
taxable year following the taxable year in which the subsequent
Election Form is received and approved by the Plan Administrator.
3.3.2 Change in Form or Timing of Payment. Executive is allowed a one-time
election to change the form or timing of payments. Any such election
must:
(a) Not accelerate the time at or schedule on which payments are
to begin, except as allowed by regulation;
(b) Be made at least 12 months prior to the first scheduled
payment;
(c) Delay the commencement of payments for a minimum of five (5)
years from the date the first payment was originally scheduled
to be made; and
(d) Take effect not less than 12 months after the election is
made.
3.4 Maximum Deferral. The maximum amount the Executive may defer into the Plan
is set forth on the Election Form, and shall be a percentage of the
Executive's Base Salary and a percentage of the Executive's Bonus.
ARTICLE 4
DEFERRAL ACCOUNT
4.1 Establishing and Crediting. The Company shall establish a Deferral Account
on its books for the Executive and shall credit to the Deferral Account
the following amounts:
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4.1.1 Deferrals. The Compensation deferred by the Executive as of the time
the Compensation would have otherwise been paid to the Executive.
4.1.2 Company Contribution. Any amount contributed to the Deferral Account
of the Executive by the Company.
4.1.3 Interest. During pre- and post-retirement years, interest shall be
credited monthly on the Deferral Account at a rate equal to the Wall
Street Journal Prime Rate plus one percent (1%), not to exceed ten
percent (10%), for the same period (the "Standard Rate").
Notwithstanding the previous sentence, in the event Executive elects
to take installment payments in lieu of a lump sum payment upon
reaching the Normal Distribution Date, interest on the Deferral
Account shall be credited as follows:
Number of installment Interest Crediting Rate on
payments Deferral Account
48 75% of Standard Rate
96 50% of Standard Rate
4.2 Statement of Accounts. The Plan Administrator shall provide to the
Executive, within one hundred twenty (120) days after the end of each Plan
Year, a statement setting forth the Deferral Account balance.
4.3 Accounting Device Only. The Deferral Account is solely a device for
measuring amounts to be paid under this Plan. The Deferral Account is not
a trust fund of any kind.
ARTICLE 5
BENEFITS DURING LIFETIME
5.1 Normal Retirement Benefit. Upon the Normal Distribution Date, the Company
shall pay to the Executive the benefit described in this Section 5.1 in
lieu of any other benefit under this Article.
5.1.1 Amount of Benefit. The benefit under this Section 5.1 is one hundred
percent (100%) of the Deferral Account balance at the Executive's
Normal Distribution Date.
5.1.2 Payment of Benefit. The Company shall pay the benefit to the
Executive as elected by the Executive on the Election Form.
5.2 Early Termination Benefit. Upon the Executive's Early Termination, the
Company shall pay to the Executive the benefit described in this Section
5.2 in lieu of any other benefit under this Article.
5.2.1 Amount of Benefit. The Executive shall be one hundred percent (100%)
vested in his own Deferrals at all times. The Company Contribution
portion of the
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Executive's Deferral Account shall vest at the rate set forth in the
Election Form which may differ with regard to each Company
Contribution.
5.2.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in a lump sum following the Executive's Early Termination
of Employment, subject to the waiting period set forth on the
Election Form.
5.3 Disability Benefit. If the Executive terminates employment due to
Disability prior to Normal Retirement Age, the Company shall pay to the
Executive the Disability Benefit described in this Section 5.3 in lieu of
any other benefit under this Article.
5.3.1 Amount of Benefit. The benefit under this Section 5.3 is one hundred
percent (100%) of the Deferral Account balance at the Executive's
Termination of Employment due to disability.
5.3.2 Payment of Benefit. The Company shall pay the Disability Benefit to
the Executive in a lump sum within sixty (60) days following the
Executive's Termination of Employment due to disability.
5.4. Change of Control Benefit. If Executive's employment is involuntarily
terminated (other than discharge for Cause as defined herein) before a
Change of Control but after the Board has authorized proceeding with
negotiations which result in a Change of Control or if within twenty-four
(24) months of a Change of Control of the Company, Executive's employment
is terminated, without cause, or by Executive for Good Reason, the Company
shall pay to the Executive the benefit described in this Section 5.4 in
lieu of any other benefit under this Article.
5.4.1 Amount of Benefit. The benefit under this Section 5.4 is one hundred
percent (100%) of the Deferral Account balance on the Executive's
Termination of Employment, subject to the waiting period set forth
on the Election Form.
5.4.2 Payment of Benefit. The Company shall pay the benefit to the
Executive as elected by the Executive on the Election Form, subject
to the waiting period set forth on the Election Form.
5.5 Hardship Distribution. If the Executive experiences an Unforeseeable
Financial Emergency, the Executive may petition the Board to suspend
Deferrals required to be made by such Executive, to the extent deemed
necessary by the Board to satisfy the Unforeseeable Financial Emergency.
If suspension of Deferrals is not sufficient to satisfy the Executive's
Unforeseeable Financial Emergency, or if
(i) Reimbursement or compensation by insurance or otherwise; or
(ii) Liquidation of Executive's assets (to the extent the
liquidation would not itself cause severe financial hardship)
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cannot satisfy the Executive's Unforeseeable Financial Emergency, then the
Executive may further petition the Board to receive a partial or full
payout from the Plan. The Executive shall only receive a payout from the
Plan to the extent such payout is deemed necessary by the Board to satisfy
the Executive's Unforeseeable Financial Emergency, plus an amount
necessary to pay taxes reasonably anticipated as a result of the
distribution, up to a maximum of the Executive's Deferral Account balance,
calculated as of the close of business on or around the date on which the
amount becomes payable, as determined by the Board in its sole discretion.
5.5.1 If the Board, in its sole discretion, approves the Executive's
petition for suspension, the Executive's Deferrals under this Plan
shall be suspended as of the date of such approval. If the Board, in
its sole discretion, approves the Executive's petition for
suspension and payout, the Executive's Deferrals under this Plan
shall be suspended as of the date of such approval and the Executive
shall receive a payout from the Plan within sixty (60) days of the
date of such approval.
ARTICLE 6
DEATH BENEFITS
6.1 Death During Active Service. If the Executive dies while in the employment
of the Company, the Company shall pay to the Beneficiary one hundred
percent (100%) of the Deferral Account balance in a lump sum within sixty
(60) days of Executive's death.
6.2 Death During Payment of a Benefit. If the Executive dies after any benefit
payments have commenced under this Plan but before receiving all such
payments, the Company shall pay to the Beneficiary the remaining Deferral
Account balance as of the date of the Executive's death, in a lump sum
within sixty (60) days following the Executive's death.
6.3 Death After Termination of Employment But Before Benefit Payments
Commence. If the Executive is entitled to benefit payments under this
Plan, but dies prior to the commencement of said benefit payments, the
Company shall pay to the Beneficiary the Deferral Account balance as of
the date of the Executive's death, in a lump sum within sixty (60) days
following the Executive's death.
ARTICLE 7
BENEFICIARIES
7.1 Beneficiary. The Executive shall have the right, at any time, to designate
a Beneficiary(ies) to receive any benefits payable under the Plan to a
beneficiary upon the death of the Executive. The Beneficiary designated
under this Plan may be the same as or different from the Beneficiary
designation under any other plan of the Company in which the Executive
participates.
7.2 Beneficiary Designation; Change; Spousal Consent. The Executive shall
designate a Beneficiary by completing and signing the Beneficiary
Designation Form, and delivering
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it to the Plan Administrator or its designated agent. If the Executive
names someone other than his or her spouse as a Beneficiary, a spousal
consent, in the form designated by the Plan Administrator, must be signed
by that Executive's spouse and returned to the Plan Administrator. 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. The
Executive shall have the right to change a Beneficiary by completing,
signing and otherwise complying with the terms of the Beneficiary
Designation Form and the Plan Administrator's rules and procedures, as in
effect from time to time. Upon the acceptance by the Plan Administrator of
a new Beneficiary Designation Form, all Beneficiary designations
previously filed shall be cancelled. The Plan Administrator shall be
entitled to rely on the last Beneficiary Designation Form filed by the
Executive and accepted by the Plan Administrator prior to the Executive's
death.
7.3 Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing by
the Plan Administrator or its designated agent.
7.4 No Beneficiary Designation. If the Executive dies without a valid
beneficiary designation, or if all designated Beneficiaries predecease the
Executive, then the Executive's spouse shall be the designated
Beneficiary. If the Executive has no surviving spouse, the benefits shall
be made payable to the Executive's estate.
7.5 Facility of Payment. If the Plan Administrator determines in its
discretion that a benefit is to be paid to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of that
person's property, the Plan Administrator may direct payment of such
benefit to the guardian, legal representative or person having the care or
custody of such minor, incompetent person or incapable person. The Plan
Administrator may require proof of incompetence, minority or guardianship
as it may deem appropriate prior to distribution of the benefit. Any
payment of a benefit shall be a payment for the account of the Executive
and the Beneficiary, as the case may be, and shall be a complete discharge
of any liability under the Plan for such payment amount.
ARTICLE 8
GENERAL LIMITATIONS
8.1 Termination for Cause. Notwithstanding any provision of this Plan to the
contrary, the Company shall not pay any benefit under this Plan that is in
excess of the Executive's Deferrals (i.e., Deferral Account minus interest
credited thereon) if the Board terminates the Executive's employment for
Cause, as defined herein.
8.2 No Withdrawal Election. The Executive may not elect, at any time, to
withdraw any portion of the Account Balance.
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ARTICLE 9
ADMINISTRATION OF PLAN
9.1 Plan Administrator Duties. This Plan shall be administered by a Plan
Administrator which shall consist of the Compensation and Personnel
Committee of the Board, or such committee or person(s) as the Board shall
appoint. Executive may also be a member of the Plan Administrator. The
Plan Administrator shall also have the discretion and authority to (i)
make, amend, interpret and enforce all appropriate rules and regulations
for the administration of this Plan and (ii) decide or resolve any and all
questions including interpretations of this Plan, as may arise in
connection with the Plan.
9.2 Agents. In the administration of this Plan, the Plan Administrator may
employ agents and delegate to them such administrative duties as it sees
fit, (including acting through a duly appointed representative), and may
from time to time consult with counsel who may be counsel to the Company.
9.3 Binding Effect of Decisions. The decision or action of the Plan
Administrator with respect to any question arising out of or in connection
with the administration, interpretation and application of the Plan and
the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.
9.4 Indemnity of Plan Administrator. The Company shall indemnify and hold
harmless the members of the Plan Administrator against any and all claims,
losses, damages, expenses or liabilities arising from any action or
failure to act with respect to this Plan, except in the case of willful
misconduct by the Plan Administrator or any of its members.
9.5 Company Information. To enable the Plan Administrator to perform its
functions, the Company shall supply full and timely information to the
Plan Administrator on all matters relating to the Compensation of the
Executive, the date and circumstances of the retirement, Disability, death
or Termination of Employment of the Executive, and such other pertinent
information as the Plan Administrator may reasonably require.
ARTICLE 10
CLAIMS AND REVIEW PROCEDURES
10.1 Claims Procedure. The Executive or Beneficiary ("claimant") who has not
received benefits under the Plan that he or she believes should be paid
shall make a claim for such benefits as follows:
10.1.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Company a written claim for the benefits.
10.1.2 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
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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.
10.1.3 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 Plan 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 Plan'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.
10.2 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:
10.2.1 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.
10.2.2 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.
10.2.3 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.
10.2.4 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
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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.
10.2.5 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 Plan 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).
ARTICLE 11
AMENDMENTS AND TERMINATION
11.1 Termination. The Company reserves the right to terminate this Agreement at
any time by action of its Board. Upon the termination of the Agreement,
the Executive's Deferral Account balance shall be determined (i) as if the
Executive had experienced Early Termination on the date of Plan
termination; or (ii) if Plan termination occurs after the Executive's
Normal Retirement Age and the Executive has not retired, then with respect
to that Executive as if he/she had retired on the date of Plan
termination. The Executive shall elect, upon commencement of this
Agreement, to receive the Deferral Account balance (i) in a lump sum
within ninety (90) days of termination of this Agreement; or (ii) in
installments over forty-eight (48) months. The termination of the Plan
shall not adversely affect the amount of any benefit payments the
Executive has become entitled to under the Plan as of the date of
termination.
11.2 Amendment. The Company may, at any time, amend or modify this Agreement in
whole or in part by the action of its Board; provided, however, that no
amendment or modification shall be effective to decrease or restrict the
value of Executive's Deferral Account balance in existence at the time the
amendment or modification is made; and further provided that the Company
shall have the right to accelerate applicable installment payments by
paying the Deferral Account balance in a lump sum within thirty (30) days
following such amendment.
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ARTICLE 12
MISCELLANEOUS
12.1 Binding Effect. This Plan shall bind the Executive and the Company and
their beneficiaries, survivors, executors, administrators and transferees.
12.2 No Guarantee of Employment. This Plan is not a contract for employment. 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.
12.3 Non-Transferability. Benefits under this Plan cannot be sold, transferred,
assigned, pledged, attached or encumbered in any manner.
12.4 Tax Withholding. The Company shall withhold any taxes that are required to
be withheld from the benefits provided under this Plan.
12.5 Applicable Law. The Plan and all rights hereunder shall be governed by the
laws of Washington, except to the extent preempted by the laws of the
United States of America.
12.6 Unfunded Arrangement. The Executive and the Beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Plan. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the Executive's
life is a general asset of the Company to which the Executive and the
Beneficiary have no preferred or secured claim.
12.7 Reorganization. The Company shall not merge or consolidate into or with
another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing
company, firm, or person agrees to assume and discharge the obligations of
the Company under this Plan. Upon the occurrence of such event, the term
"Company" as used in this Plan shall be deemed to refer to the successor
or survivor company.
12.8 Entire Agreement. This Plan and ancillary documents constitute 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 (i) this Plan
other than those specifically set forth herein; or (ii) the Election Form
other than those specifically set forth therein.
12.9 Interpretation. Wherever the fulfillment of the intent and purpose of this
Plan requires, and the context will permit, the use of the masculine
gender includes the feminine and use of the singular includes the plural.
12.10 Alternative Action. In the event it shall become impossible for the
Company or the Plan Administrator to perform any act required by this
Plan, the Company or Plan
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Administrator may in its discretion perform such alternative act as most
nearly carries out the intent and purpose of this Plan and is in the best
interests of the Company.
12.11 Headings. Article and section headings are for convenient reference only
and shall not control or affect the meaning or construction of any of its
provisions.
12.12 Validity. In case any provision of this Plan shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as
if such illegal and invalid provision has never been inserted herein.
12.13 Notice. Any notice or filing required or permitted to be given to the Plan
Administrator under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:
Compensation and Personnel Committee
Cascade Bank
0000 Xxxxx Xxx.
Everett, Washington, 98201
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark or the
receipt for registration or certification.
Any notice or filing required or permitted to be given to a Executive
under this Plan shall be sufficient if in writing and hand-delivered, or
sent by mail, to the last known address of the Executive.
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