EXHIBIT 10.1
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COLUMBIA BANKING SYSTEM, INC. AND COLUMBIA STATE BANK
LIFE INSURANCE
ENDORSEMENT METHOD SPLIT DOLLAR AGREEMENT
Insurer:
Policy Number:
Insurer:
Policy Number:
Insurer:
Policy Number:
Owner: Columbia State Bank
Insured:
Effective Date: August 1, 2001
This Agreement is by and between Columbia Bank System, Inc., Columbia State
Bank, its wholly owned subsidiary (either or both, as applicable, referred to
interchangeably as the "Company"), and ______________, a senior executive of the
Company.
I. DEFINITIONS
The term "Policy" shall refer to the above-cited policies as well any
policies obtained, by means of 1035 exchange, to replace the
above-cited policies. Policy definitions shall govern.
II. POLICY TITLE AND OWNERSHIP
The respective rights and duties of the Company and the Insured in
the Policy shall be as follows:
Title and ownership shall reside in the Company for its use and for
the use of the Insured all in accordance with this Agreement. The
Company alone may, to the extent of its interest, exercise the right
to borrow or withdraw the Policy cash values or to terminate the
Policy. Where the Company and the Insured, mutually agree to exercise
the right to increase coverage under the Policy, then, in such event,
the rights, duties and benefits of the parties to such increased
coverage shall continue to be subject to the terms of this Agreement.
Columbia Banking System, Inc. Split Dollar Agreement
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III. BENEFICIARY DESIGNATION
The Insured shall have the right and power to designate beneficiaries
to receive his/her share of death proceeds, as provided in this
Agreement. Likewise, the Insured shall have the right and power to
elect and change a payment option for such beneficiaries.
IV. PREMIUM PAYMENTS
The Company shall pay premiums and the Insured shall not be
responsible for any portion thereof.
V. TAXABLE BENEFIT
Annually the Insured will receive a taxable benefit equal to the
assumed cost of insurance as required by the Internal Revenue
Service. The Company (or its administrator) will report to the
Insured such imputed income on Form W-2 or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
Subject to Paragraph VII herein, The Company shall be entitled to the
death proceeds of the Policy, except that beneficiaries designated by
the Insured in accordance with Paragraph III, shall be entitled to a
share, calculated as follows:
1. If the Insured is employed by the Company at the time of
death, the death benefit shall be calculated as of the date of
death of the Insured and be the lesser of the following
alternative amounts: (a) two times the Insured's Base Annual
Salary; or (b) one hundred percent (100%) of the Net at Risk
Insurance Portion of the proceeds.
2. If the Company no longer employs the Insured at the time of
death the beneficiaries' share of Policy proceeds shall be
$25,000.
3. The Company and the Insured's beneficiaries shall share any
interest due on death proceeds in the same on a pro rata basis
ratio as applies to death proceeds, respectively.
4. If the Insured is employed by the Company upon termination of
the Policy, the Company will promptly restore the Insured to
full participation in any group term life insurance program
then in effect for other employees of the Company.
VII. DIVISION OF CASH SURRENDER VALUE
The Company shall at all times be entitled to an amount equal to the
Policy's cash value, as that term is defined in the Policy, less any
Policy loans and unpaid interest or cash withdrawals previously
incurred by the Company and any applicable Policy surrender charges.
Such cash value shall be determined as of the date of surrender of
the Policy or death of the Insured as the case may be.
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VIII. PREMIUM WAIVER
If the Policy contains a premium waiver provision, any such waived
amounts shall be considered for all purposes of this Agreement as
having been paid by the Company.
IX. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
In the event the Policy involves an endowment or annuity element, the
Company's right and interest in any endowment proceeds or annuity
benefits shall be determined according to this Agreement, by
regarding such endowment proceeds, or the commuted value of such
annuity benefits, as the Policy's cash value. Such endowment proceeds
or annuity benefits shall be treated like death proceeds for the
purposes of division under this Agreement.
X. TERMINATION OF AGREEMENT
This Agreement shall terminate immediately upon the commission of any
act by the Insured that results in the termination of the Policy by
the Insurer. Except as provided above, this Agreement shall terminate
upon distribution of death benefits in accordance with Paragraph VI
above.
XI. PROHIBITION ON ASSIGNMENT
The Insured may not, without the prior written consent of the
Company, assign to any individual, trust or other organization, any
right, title or interest in the Policy or in any rights, options,
privileges or duties created under this Agreement.
XII. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall be binding upon the Insured and the Company, and
their respective heirs, successors, personal representatives and
assigns, as applicable.
XIII. NAMED FIDUCIARY AND PLAN ADMINISTRATOR
The Company is hereby designated the "Named Fiduciary" until
resignation or removal by its Board of Directors. As Named Fiduciary,
the Company shall be responsible for the management, control, and
administration of this Agreement as established herein. The Named
Fiduciary may allocate to others certain aspects of the management
and operations responsibilities of this Agreement, including the
employment of advisors and the delegation of any ministerial duties
to qualified individuals.
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XIV. FUNDING POLICY
The funding Policy for this Agreement shall be to maintain the Policy
in force by paying, when due, all premiums required.
XV. CLAIM PROCEDURES
Claims shall be directed to The Benefit Marketing Group, Inc.,
Atlanta Georgia (770-952-1529). If a claim is payable, a benefit
check will be issued to the Named Fiduciary. In the event that a
claim is not eligible under the Policy, the Insurer will notify the
Named Fiduciary of the denial as required by the Policy. If the Named
Fiduciary is dissatisfied with the denial of the claim and wishes to
contest such claim denial, it should contact the office named above
and they will assist in making inquiry to the Insurer. All objections
to the Insurer's actions should be in writing and submitted to the
office named above for transmittal to the Insurer.
XVI. GENDER AND PLURAL VS SINGULAR
Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine,
feminine or neuter gender, whenever they should so apply. When
applicable, nouns in the singular shall be read and construed as in
the plural and visa versa.
XVII. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
The Insurer shall not be deemed a party to this Agreement, but will
be served with an executed copy of this Agreement. Payment or other
performance in accordance with the Policy provisions shall fully
discharge the Insurer from any and all liability.
IN WITNESS WHEREOF, the Insured and duly authorized Company officer have signed
this Agreement as of the above written date.
Columbia Banking System, Inc. Columbia State Bank
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J. Xxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx
Its Vice Chairman and CEO Its President and Chief Executive Officer
Executive
Name:
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BENEFICIARIES DESIGNATION FORM
PRIMARY DESIGNATION:
NAME RELATIONSHIP
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CONTINGENT DESIGNATION:
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_____________, 2001
Signed:_______________________
Executive
