EXHIBIT 10.12 - FORM OF SALARY CONTINUATION AND SPLIT DOLLAR AGREEMENT
The Salary Continuation and Split Dollar agreements are generally the same for
each executive except for the following terms:
Annual benefit payable under the salary continuation agreement for 10 years at
retirement on or after normal retirement age 65:
Xxxx X. Xxxxx, $125,000
Xxxxxx X. Xxxxxx, $100,000
Xxxxxx Xxxxxx, $100,000
Don Fish, $50,000
Life Insurance Benefit if the executive dies in 2002:
Xxxx X. Xxxxx, $1,000,000
Xxxxxx X. Xxxxxx, $800,000
Xxxxxx Xxxxxx, $800,000
Don Fish, $450,000
Payment of legal fees incurred by the officers associated with the
interpretation, enforcement, or defense of their rights under the Salary
Continuation Agreement, up to a maximum:
Xxxx X. Xxxxx, $500,000
Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxx and Xxx Xxxx, $250,000
FIRST NORTHERN BANK OF DIXON
Salary Continuation Agreement
THIS SALARY CONTINUATION AGREEMENT is entered into as of this 1st day of
January, 2002, by and between First Northern Bank of Dixon, a
California-chartered, FDIC-insured bank with its main office in Dixon,
California (the "Bank"), and ________________ (the "Executive").
WHEREAS, the Executive has contributed substantially to the success of the Bank
and its parent corporation, First Northern Community Bancorp, and the Bank
desires that the Executive continue in its employ,
WHEREAS, to encourage the Executive to remain an employee of the Bank, the Bank
is willing to provide salary continuation benefits to the Executive, payable out
of the Bank's general assets,
WHEREAS, none of the conditions or events included in the definition of the term
"golden parachute payment" that is set forth in ss.18(k)(4)(A)(ii) of the
Federal Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in Federal
Deposit Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)]
exists or, to the best knowledge of the Bank, is contemplated insofar as the
Bank is concerned.
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NOW THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following terms shall have the meanings
specified:
1.1 "Accrual Balance" means the amount reflected in Schedule A, which is the
amount required to be accrued by the Bank under generally accepted accounting
principles to account for benefits that may become payable to the Executive
under this Agreement.
1.2 "Cause" shall have the meaning set forth in Section 5.1
1.3 "Change in Control" means any of the following events occurs:
(a) Merger: First Northern Community Bancorp merges into or
consolidates with another corporation, or merges another corporation into
First Northern Community Bancorp, and as a result less than 50% of the
combined voting power of the resulting corporation immediately after the
merger or consolidation is held by persons who were stockholders of First
Northern Community Bancorp immediately before the merger or consolidation,
(b) Acquisition of Significant Share Ownership: a report on Schedule
13D or another form or schedule (other than Schedule 13G) is filed or is
required to be filed under Sections 13(d) or 14(d) of the Securities
Exchange Act of 1934, if the schedule discloses that the filing person or
persons acting in concert has or have become the beneficial owner of 20%
or more of a class of First Northern Community Bancorp's voting
securities, but this clause (b) shall not apply to beneficial ownership of
First Northern Community Bancorp voting shares held in a fiduciary
capacity by an entity of which First Northern Community Bancorp directly
or indirectly beneficially owns 50% or more of its outstanding voting
securities or voting shares held by an employee benefit plan maintained
for the benefit of First Northern Bank of Dixon's employees, or
(c) Change in Board Composition: during any period of two
consecutive years, individuals who constitute First Northern Community
Bancorp's Board of Directors at the beginning of the two-year period cease
for any reason to constitute at least a majority of First Northern
Community Bancorp's Board of Directors; provided, however, that - for
purposes of this clause (c) - each director who is first elected by the
board (or first nominated by the board for election by stockholders) by a
vote of at least two-thirds of the directors who were directors at the
beginning of the period shall be deemed to have been a director at the
beginning of the two-year period.
1.4 "Disability" means the Executive suffers 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 Bank of the
carrier's or Social Security Administration's determination upon the request of
the Bank.
1.5 "Early Retirement Age" means the later of the Executive's 55th birthday or
the date which the Executive has at least 10 years of service with the Bank. If
the Executive does not have 10 years of service with the Bank by the date of his
55th birthday, the Executive's Early Retirement Age means the date on which the
Executive has 10 years of service with the Bank.
1.6 "Early Termination" means termination of the Executive's employment with the
Bank before Normal Retirement Age for reasons other than death, disability,
termination for cause or within 24 months after a Change in Control.
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1.7 "Early Termination Date" means the month, day and year in which Early
Termination occurs.
1.8 "Effective Date" means the date and year first written above.
1.9 "Good Reason" for purposes of this Agreement shall be defined as:
(a) a material reduction in Executive's title or responsibilities;
(b) a reduction in base salary as in effect on the date of a Change
in Control of the Bank;
(c) the relocation of the Executive's principal executive office so
that Executive's one-way commute distance from Executive's residence is
increased by more than forty (40) miles;
(d) the adverse and substantial alteration in the nature and quality
of the office space within which the Executive performs his duties,
including the size and location thereof, as well as the secretarial and
administrative support provided to the Executive;
(e) the failure by the Bank to continue to provide the Executive
with compensation and benefits substantially similar to those provided to
him under any of the employee benefit plans in which the Executive becomes
a participant, or the taking of any action by the Bank which would
directly or indirectly materially reduce any of such benefits or deprive
the Executive of any material fringe benefit enjoyed by him at the time of
the Change in Control; or
(f) the failure of the Bank to obtain a satisfactory agreement from
any successor or assign of the Bank to assume and agree to perform this
Agreement, as contemplated in Section 7.5 hereof.
1.10 "Normal Retirement Age" means the Executive's 65th birthday.
1.11 "Normal Retirement Date" means the later of the Normal Retirement Age or
the Executive's Termination of Employment with the Bank.
1.12 "Person" means an individual, corporation, partnership, trust, association,
joint venture, pool, syndicate, sole proprietorship, unincorporated organization
or other entity.
1.13 "Plan Year" means the calendar year ending on December 31.
1.14 "Termination of Employment" means that the Executive shall have ceased to
be employed by the Bank for any reason whatsoever, excepting a leave of
absence approved by the Bank. For purposes of this Agreement, if there is
a dispute over the employment status of the Executive or the date of
termination of the Executive's employment, the Bank shall have the sole
and absolute right to decide the dispute, unless a Change in Control shall
have occurred within 24 months before termination of employment.
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ARTICLE 2
LIFETIME BENEFITS
2.1 Normal Retirement Benefit. Upon the Executive's Termination of Employment on
or after the Normal Retirement Age for reasons other than death, the Bank shall
pay to the Executive the benefit described in this Section 2.1 instead of any
other benefit under this Agreement.
2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is $________.
The Bank's Board of Directors may, in its sole discretion, increase the annual
benefit under this Section 2.1.1, but any increase shall require recalculation
of Schedule A. The benefits reflected in Schedule A are based on the assumption
that the Executive retires at age 65. If the Executive instead continues to
serve as an officer of the Bank after the Normal Retirement Age, the benefits
reflected in Schedule A shall be recalculated annually until the Executive's
Normal Retirement Date, using the same discount rate reflected in Schedule A.
2.1.2 Payment of Benefit. Beginning with the month after the Executive's Normal
Retirement Date, the Bank shall pay the annual benefit to the Executive in 12
equal monthly installments on the first day of each month. The annual benefit
shall be paid to the Executive for 10 years.
2.2 Early Termination Benefit. Upon Early Termination on or after Early
Retirement Age, the Bank shall pay to the Executive the benefit described in
this Section 2.2 instead of any other benefit under this Agreement.
2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the Early
Termination Annual Benefit amount set forth in Schedule A for the Plan Year
ending immediately before the Early Termination Date. The Bank's Board of
Directors may, in its sole discretion, increase the annual benefit under this
Section 2.2.1, but any increase shall require recalculation of Schedule A.
2.2.2 Payment of Benefit. The Bank shall pay the annual benefit to the Executive
in 12 equal monthly installments on the first day of each month commencing with
the month after the Early Termination Date. The annual benefit shall be paid to
the Executive for 10 years.
2.3 Disability Benefit. If the Executive terminates employment because of
Disability before the Normal Retirement Age, the Bank shall pay to the Executive
the benefit described in this Section 2.3 instead of any other benefit under
this Agreement.
2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Disability
Annual Benefit amount set forth in Schedule A for the Plan Year ending
immediately before the date on which termination of the Executive's employment
occurs. The Bank's Board of Directors may, in its sole discretion, increase the
annual benefit under this Section 2.3.1, but any increase shall require
recalculation of Schedule A.
2.3.2 Payment of Benefit. Beginning with the month after Termination of
Employment due to Disability, the Bank shall pay the Disability Annual Benefit
amount to the Executive in 12 equal monthly installments on the first day of
each month. The annual benefit shall be paid to the Executive for 10 years.
2.4 Change-in-Control Benefit. If the Executive's employment with the Bank
terminates involuntarily within 24 months after the first occurrence of a Change
in Control or in the event the Executive terminates employment voluntarily for
Good Reason within 24 months of such Change in Control, the Bank shall pay to
the Executive the benefit described in this Section 2.4 instead of any other
benefit under this Agreement. However, no benefits shall be payable under this
Agreement if the Executive's employment is terminated under Article 5 of this
Agreement.
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2.4.1 Amount of Benefit: The Change-in-Control Benefit under this Section 2.4 is
determined by vesting the Executive in $________ (the Normal Retirement Age
Accrual Balance described in Section 2.1) and discounting the value of said
benefit using a discount rate equal to the 10-year US Treasury xxxx rate at the
Plan Year ending immediately before the date on which the Termination of
Employment occurs. For example, assume that a Change in Control occurs on
January 15, 2003 and the Executive is involuntarily terminated from employment
with the Bank on January 30, 2003. The Executive's Change-in-Control benefit
would be determined by discounting $_______ by the 10-year U.S. Treasury xxxx
rate at December 31, 2002 (the Plan Year ending immediately before the date on
which the Termination of Employment occurs). Assuming solely for illustration
the 10-year U.S. Treasury xxxx rate on December 31, 2002 were 4.8%, the
Executive's Change-in-Control benefit would be $_______. This example is
provided for illustrative purposes only. The Bank's Board of Directors may, in
its sole discretion, increase the benefit under this Section 2.4.1, but any
increase shall require recalculation of Schedule A.
2.4.2 Payment of Benefit: The Bank shall pay the Change-in-Control benefit under
Section 2.4 of this Agreement to the Executive in one lump sum within three days
after the Executive's Termination of Employment.
2.5 Petition for Payment of Vested Normal Retirement Benefit, Vested Early
Termination Benefit or Vested Disability Benefit. If the Executive is entitled
to the normal retirement benefit provided by Section 2.1, the Early Termination
benefit provided by Section 2.2, or the Disability benefit provided by Section
2.3, the Executive may petition the Board of Directors to have the Accrual
Balance amount corresponding to that particular benefit paid to the Executive in
a single lump sum after (a) deduction of any normal retirement benefits, Early
Termination benefits or Disability benefits already paid and (b) addition of
interest at the rate of 8.0% on the Accrual Balance not yet paid for the period
from Termination of Employment to payment of the lump sum amount. The Board of
Directors shall have sole and absolute discretion about whether to pay the
remaining Accrual Balance in a lump sum. If payment of the remaining Accrual
Balance is paid in a single lump sum, the Bank shall have no further obligations
under this Agreement.
2.6 Change-in-Control Payout of Vested Normal Retirement Benefit, Vested Early
Termination Benefit or Vested Disability Benefit Being Paid to the Executive at
the Time of a Change in Control. If a Change in Control occurs at any time
during the entire 10-year salary continuation benefit payment period and if at
the time of that Change in Control the Executive is receiving the benefit
provided by Section 2.1.2, Section 2.2.2 or Section 2.3.2, the Bank shall pay
the remaining salary continuation benefits to the Executive, his beneficiaries,
or estate in a lump sum within three days after the Change in Control. The
lump-sum payment due to the Executive, his beneficiaries or estate as a result
of a Change in Control shall be an amount equal to the Accrual Balance amount
corresponding to that particular benefit then being paid to the Executive, his
estate or beneficiaries pursuant to Section 2.1.2, Section 2.2.2 or Section
2.3.2 after (a) deduction of any normal retirement benefits, Early Termination
benefits or Disability benefits already paid and (b) addition of interest at the
rate of 8.0% on the Accrual Balance not yet paid for the period from Termination
of Employment to payment of the lump sum amount. If payment of the remaining
Accrual Balance is paid in a single lump sum, the Bank shall have no further
obligations under this Agreement.
2.7 Contradiction in Terms of Agreement and Schedule A. If there is a
contradiction in the terms of this Agreement and the Schedule A attached hereto
with the actual amount of a particular benefit amount due the Executive pursuant
to Section 2.2, 2.3, or 2.4 hereof, then the actual amount of said benefit set
forth in the Agreement shall control.
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ARTICLE 3
DEATH BENEFITS
After the Executive's death, whether before or after Termination of Employment
at Early Retirement Age or Normal Retirement Age, the Bank shall pay to the
Executive's beneficiary(ies) the benefit described in the Split Dollar Agreement
and Endorsement, attached to this Agreement as Addendum A, between the Bank and
the Executive in lieu of any other benefit payable hereunder, in accordance with
the terms and conditions of the Split Dollar Agreement and Endorsement.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Executive shall designate a beneficiary or
beneficiaries by filing a written designation with the Bank. The Executive may
revoke or modify the designation at any time by filing a new designation.
However, designations will be effective only if signed by the Executive and
accepted by the Bank during the Executive's lifetime. The Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Executive, or if the Executive names a spouse as beneficiary and
the marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.
4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incapacitated, or to a person incapable of handling the disposition of
his or her property, the Bank may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incapacitated
person or incapable person. The Bank may require such proof of incapacity,
minority or guardianship as the Bank deems appropriate before distribution of
the benefit. Distribution shall completely discharge the Bank from all liability
for such benefit.
ARTICLE 5
GENERAL LIMITATIONS
5.1 Termination for Cause. Notwithstanding any provision of this Agreement to
the contrary, the Bank shall not pay any benefit under this Agreement if the
Bank terminates the Executive's employment for:
(a) Gross negligence or gross neglect of duties,
(b) Commission of a felony or commission of a misdemeanor involving
moral turpitude, or
(c) Fraud, disloyalty, dishonesty, or willful violation of any law or
significant Bank policy committed in connection with the Executive's
employment and, in the Bank's sole judgment, resulting in an adverse
effect on the Bank.
5.2 Suicide or Misstatement. The Bank shall not pay any benefit under this
Agreement if the Executive commits suicide within two years after the date of
this Agreement and while employed at the Bank, or if the Executive has made or
makes any material misstatement of fact on any application for life insurance
purchased by the Bank.
5.3 Removal. If the Executive is removed from office or permanently prohibited
from participating in the conduct of the Bank's affairs by an order issued under
Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
ss.1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall
terminate as of the effective date of the order.
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5.4 Insolvency. If the Commissioner of the California Department of Financial
Institutions appoints the Federal Deposit Insurance Corporation as receiver for
the Bank under California Financial Code ss.3220-3225, all obligations under
this Agreement shall terminate as of the date of the Bank's declared insolvency.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. A person or beneficiary ("claimant") who has not received
benefits under the Agreement that he or she believes should be paid shall make a
claim for such benefits as follows:
6.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting
to the Bank a written claim for the benefits.
6.1.2 Timing of Bank Response. The Bank shall respond to such claimant within 90
days after receiving the claim. If the Bank determines that special
circumstances require additional time for processing the claim, the Bank 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 Bank expects to render its decision.
6.1.3 Notice of Decision. If the Bank denies part or all of the claim, the Bank
shall notify the claimant in writing of such denial. The Bank shall write the
notification in a manner calculated to be understood by the claimant. The
notification shall set forth:
6.1.3.1 The specific reasons for the denial,
6.1.3.2 A reference to the specific provisions of the Agreement on which the
denial is based,
6.1.3.3 A description of any additional information or material necessary for
the claimant to perfect the claim and an explanation of why it is needed,
6.1.3.4 An explanation of the Agreement's review procedures and the time limits
applicable to such procedures, and
6.1.3.5 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 Bank denies part or all of the claim, the claimant
shall have the opportunity for a full and fair review by the Bank of the denial,
as follows:
6.2.1 Initiation - Written Request. To initiate the review, the claimant, within
60 days after receiving the Bank's notice of denial, must file with the Bank 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 Bank 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 Bank 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.
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6.2.4 Timing of Bank Response. The Bank shall respond in writing to such
claimant within 60 days after receiving the request for review. If the Bank
determines that special circumstances require additional time for processing the
claim, the Bank 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 Bank expects to render
its decision.
6.2.5 Notice of Decision. The Bank shall notify the claimant in writing of its
decision on review. The Bank shall write the notification in a manner calculated
to be understood by the claimant. The notification shall set forth:
6.2.5.1 The specific reasons for the denial,
6.2.5.2 A reference to the specific provisions of the Agreement on which the
denial is based,
6.2.5.3 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
6.2.5.4 A statement of the claimant's right to bring a civil action under ERISA
Section 502(a).
ARTICLE 7
MISCELLANEOUS
7.1 Binding Effect. This Agreement shall bind the Executive and the Bank, and
their beneficiaries, survivors, executors, successors, administrators and
transferees.
7.2 Amendments and Termination. This Agreement may be amended or terminated only
by a written agreement signed by the Bank and the Executive.
7.3 No Guarantee of Employment. This Agreement is not an employment policy or
contract. It does not give the Executive the right to remain an employee of the
Bank, nor does it interfere with the Bank's right to discharge the Executive. It
also does not require the Executive to remain an employee nor interfere with the
Executive's right to terminate employment at any time.
7.4 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached, or encumbered in any manner.
7.5 Successors; Binding Agreement. By an assumption agreement in form and
substance satisfactory to the Executive, the Bank will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the Bank to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Bank would be required to perform this Agreement if no such
succession had occurred. The Bank's failure to obtain such an assumption
agreement before the succession becomes effective shall be considered a breach
of this Agreement and shall entitle the Executive to the Change-in-Control
benefit provided in Section 2.4.
7.6 Tax Withholding. The Bank shall withhold any taxes that are required to be
withheld from the benefits provided under this Agreement.
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7.7 Applicable Law. Except to the extent preempted by the laws of the United
States of America, the validity, interpretation, construction, and performance
of this Agreement shall be governed by and construed in accordance with the laws
of the State of California, without giving effect to the principles of conflict
of laws of such state.
7.8 Unfunded Arrangement. The Executive and his beneficiary(ies) are general
unsecured creditors of the Bank for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Bank 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 Bank to which the Executive and beneficiary have no preferred or
secured claim.
7.9 Entire Agreement. This Agreement constitutes the entire agreement between
the Bank and the Executive as to the subject matter hereof. No rights are
granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.
7.10 Administration. The Bank shall have the powers that are necessary to
administer this Agreement, including but not limited to the power to:
(a) interpret the provisions of the Agreement,
(b) establish and revise the method of accounting for the Agreement,
(c) maintain a record of benefit payments, and
(d) establish rules and prescribe forms necessary or desirable to
administer the Agreement.
7.11 Named Fiduciary. The Bank shall be the named fiduciary and plan
administrator under this Agreement. The named fiduciary may delegate to others
certain aspects of the management and operational responsibilities of the plan,
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.
7.12 Severability. If for any reason any provision of this Agreement is held
invalid, such invalidity shall not affect any other provision of this Agreement
not held so invalid, and each such other provision shall, to the full extent
consistent with the law, continue in full force and effect. If any provision of
this Agreement shall be held invalid in part, such invalidity shall in no way
affect the remainder of such provision, not held so invalid, and the remainder
of such provision, together with all other provisions of this Agreement shall,
to the full extent consistent with the law, continue in full force and effect.
7.13 Headings. The headings of Sections herein are included solely for
convenience of reference and shall not affect the meaning or interpretation of
any provision of this Agreement.
7.14 Notices. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt
requested, with postage prepaid, to the following addresses or to such
other address as either party may designate by like notice.
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(a) If to the Bank, to:
Board of Directors
First Northern Bank of Dixon
000 Xxxxx Xxxxx Xxxxxx
X.X. Xxx 000
Xxxxx, Xxxxxxxxxx 00000
(b) If to the Executive, to:
___________________________________
___________________________________
___________________________________
and to such other or additional person or persons as either
party shall have designated to the other party in writing by
like notice.
7.15 Termination or Modification of Agreement by Reason of Changes in the Law,
Rules or Regulations. The Bank is entering into this agreement upon the
assumption that certain existing tax laws, rules and regulations will continue
in effect in their current form. If said assumptions should materially change
and said change has a material detrimental effect on this Agreement, then the
Bank reserves the right to terminate or modify this Agreement accordingly,
subject to obtaining the written consent of the Executive, which shall not be
unreasonably withheld.
7.16 Advice of Counsel. Before signing this Agreement, Executive either (i)
consulted with and obtained advice from Executive's independent legal counsel in
respect to the legal nature and operations of this Agreement, including its
impact on Executive's rights, privileges and obligations, or (ii) freely and
voluntarily decided not to have the benefit of such consultation and advice with
legal counsel.
IN WITNESS WHEREOF, the Executive and a duly authorized Bank officer have signed
this Agreement as of the day and year first written above.
THE EXECUTIVE: THE BANK:
FIRST NORTHERN BANK OF DIXON
By: __________________________
Its: __________________________
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BENEFICIARY DESIGNATION
FIRST NORTHERN BANK OF DIXON
SALARY CONTINUATION AGREEMENT
----------
I designate the following as beneficiary of any death benefits under this Salary
Continuation Agreement:
Primary: __________________________
Contingent: _______________________
Note: To name a trust as beneficiary, please provide the name of the trustee(s)
and the exact name and date of the trust agreement.
-----
I understand that I may change these beneficiary designations by filing a new
written designation with the Bank. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.
Signature: _______________________________
Date: ________________________________
Accepted by the Bank this _____________ day of _____________, 2002.
By: ___________________________
Title:
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Schedule A
First Northern Bank of Dixon
Salary Continuation Agreement
XXXXXX X. XXXX
Early
Termination Disability
Annual Annual
Benefit Benefit
payable for payable
Early for
Termination Disability
Early during Occurring
Plan year Executive's Accrual Termination Vested Indicated During
Plan ending Age at Plan balance @ vesting accrual Plan Indicated
year December 31, Year End 8.0%/1/ schedule balance Year/2/ Plan Year
---- ------------ ----------- --------- ----------- -------- ------------ -----------
1 2002 63 $121,884 0% $0 $0 $17,628
2 2003 64 $264,001 0% $0 $0 $38,182
3 2004 65 $336,137 $336,137
4 2005 66 $311,816 $311,816
5 2006 67 $285,476 $285,476
6 2007 68 $256,950 $256,950
7 2008 69 $226,056 $226,056
8 2009 70 $192,598 $192,598
9 2010 71 $156,363 $156,363
10 2011 72 $117,120 $117,120
11 2012 73 $74,621 $74,621
12 2013 74 $28,594 $28,594
13 2014 75 $0 $0
/1/ The Accrual Balance reflects payment at the beginning of each month
during retirement, with the first payment occurring during August, 2004.
/2/ Xxxxxx X. Xxxx was hired on January 2, 1997 and thus will not satisfy
the Early Retirement Age definition ofss.1.5 prior to attaining Normal
Retirement Age. Mr. Fish will not become vested until his Normal Retirement
Date.
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Schedule A
First Northern Bank of Dixon
Salary Continuation Agreement
XXXX X. XXXXX
Early
Termination Disability
Annual Annual
Benefit Benefit
payable for payable
Early for
Termination Disability
Early during Occurring
Plan year Executive's Accrual Termination Vested Indicated During
Plan ending Age at Plan balance @ vesting accrual Plan Indicated
year December 31, Year End 8.0%/1/ schedule/2/ balance Year Plan Year
---- ------------ ----------- --------- ----------- -------- ------------ -----------
1 2002 58 $65,812 100% $65,812 $9,518 $9,518
2 2003 59 $142,550 100% $142,550 $20,617 $20,617
3 2004 60 $231,572 100% $231,572 $33,492 $33,492
4 2005 61 $334,389 100% $334,389 $48,362 $48,362
5 2006 62 $452,679 100% $452,679 $65,471 $65,471
6 2007 63 $588,302 100% $588,302 $85,085 $85,085
7 2008 64 $743,319 100% $743,319 $107,505 $107,505
8 2009 65 $850,013 $850,013
9 2010 66 $790,013 $790,013
10 2011 67 $725,032 $725,032
11 2012 68 $654,658 $654,658
12 2013 69 $578,443 $578,443
13 2014 70 $495,902 $495,902
14 2015 71 $406,511 $406,511
15 2016 72 $309,700 $309,700
16 2017 73 $204,853 $204,853
17 2018 74 $91,305 $91,305
18 2019 75 $0 $0
/1/ The Accrual Balance reflects payment at the beginning of each month
during retirement, with the first payment occurring during October. 2009.
/2/ Benefit is based on present value of the current payment stream of the
vested accrual balance using a standard discount rate (8.00%). Because as of the
Agreement's Effective Date Xx. Xxxxx satisfies the Early Retirement Age
definition in Agreementss.1.5, Xx Xxxxx is 100% vested in the Accrual Balance.
92
Schedule A
First Northern Bank of Dixon
Salary Continuation Agreement
XXXXXX X. XXXXXX
Early
Termination Disability
Annual Annual
Benefit Benefit
payable for payable
Early for
Termination Disability
Early during Occurring
Plan year Executive's Accrual Termination Vested Indicated During
Plan ending Age at Plan balance @ vesting accrual Plan Indicated
year December 31, Year End 8.0%/1/ schedule balance Year/2/ Plan Year
---- ------------ ----------- --------- ----------- -------- ------------ -----------
1 2002 52 $17,517 0% $0 $0 $2,533
2 2003 53 $37,941 0% $0 $0 $5,487
3 2004 54 $61,635 0% $0 $0 $8,914
4 2005 55 $89,001 100%/3/ $89,001 $12,872 $12,872
5 2006 56 $120,485 100% $120,485 $17,426 $17,426
6 2007 57 $156,582 100% $156,582 $22,646 $22,646
7 2008 58 $197,841 100% $197,841 $28,614 $28,614
8 2009 59 $244,871 100% $244,871 $35,415 $35,415
9 2010 60 $298,344 100% $298,344 $43,149 $43,149
10 2011 61 $359,008 100% $359,008 $51,923 $51,923
11 2012 62 $427,686 100% $427,686 $61,856 $61,856
12 2013 63 $505,291 100% $505,291 $73,080 $73,080
13 2014 64 $592,832 100% $592,832 $85,741 $85,741
14 2015 65 $691,425 100% $691,425 $100,000 $100,000
15 2016 66 $644,372 $644,372
16 2017 67 $593,413 $593,413
17 2018 68 $538,225 $538,225
18 2019 69 $478,456 $478,456
19 2020 70 $413,727 $413,727
20 2021 71 $343,625 $343,625
21 2022 72 $267,705 $267,705
22 2023 73 $185,483 $185,483
23 2024 74 $96,437 $96,437
24 2025 75 $0 $0
/1/ The Accrual Balance reflects payment at the beginning of each month
during retirement, with the first payment occurring during January, 2016.
/2/ Benefit is based on present value of the current payment stream of the
vested accrual balance using a standard discount rate (8.00%).
/3/ Xx. Xxxxxx becomes vested in his Early Termination Benefit upon
attaining age 55 on December 24, 2005.
93
Schedule A
First Northern Bank of Dixon
Salary Continuation Agreement
XXXXXX X. XXXXXX
Early
Termination Disability
Annual Annual
Benefit Benefit
payable for payable
Early for
Termination Disability
Early during Occurring
Plan year Executive's Accrual Termination Vested Indicated During
Plan ending Age at Plan balance @ vesting accrual Plan Indicated
year December 31, Year End 8.0%/1/ schedule balance Year/2/ Plan Year
---- ------------ ----------- --------- ----------- -------- ------------ -----------
1 2002 42 $4,893 0% $0 $0 $708
2 2003 43 $10,597 0% $0 $0 $1,533
3 2004 44 $17,215 0% $0 $0 $2,490
4 2005 45 $24,859 0% $0 $0 $3,595
5 2006 46 $33,653 0% $0 $0 $4,867
6 2007 47 $43,735 0% $0 $0 $6,325
7 2008 48 $55,260 0% $0 $0 $7,992
8 2009 49 $68,396 0% $0 $0 $9,892
9 2010 50 $83,332 0% $0 $0 $12,052
10 2011 51 $100,276 0% $0 $0 $14,503
11 2012 52 $119,458 0% $0 $0 $17,277
12 2013 53 $141,135 0% $0 $0 $20,412
13 2014 54 $165,586 0% $0 $0 $23,949
14 2015 55 $193,124 100%/3/ $193,124 $27,931 $27,931
15 2016 56 $224,093 100% $224,093 $32,410 $32,410
16 2017 57 $258,872 100% $258,872 $37,440 $37,440
17 2018 58 $297,881 100% $297,881 $43,082 $43,082
18 2019 59 $341,581 100% $341,581 $49,403 $49,403
19 2020 60 $390,484 100% $390,484 $56,475 $56,475
20 2021 61 $445,152 100% $445,152 $64,382 $64,382
21 2022 62 $506,204 100% $506,204 $73,212 $73,212
22 2023 63 $574,324 100% $574,324 $83,064 $83,064
23 2024 64 $650,265 100% $650,265 $94,047 $94,047
24 2025 65 $668,367 $668,367
25 2026 66 $619,400 $619,400
26 2027 67 $566,369 $566,369
27 2028 68 $508,936 $508,936
94
Plan year Executive's Accrual Vested
Plan ending Age at Plan balance @ accrual
year December 31, Year End 8.0%/1/ balance
---- ------------ ----------- --------- ----------- -------- ------------ -----------
28 2029 69 $446,737 $446,737
29 2030 70 $379,374 $379,374
30 2031 71 $306,421 $306,421
31 2032 72 $227,413 $227,413
32 2033 73 $141,847 $141,847
33 2034 74 $49,179 $49,179
34 2035 75 $0 $0
/1/ The Accrual Balance reflects payment at the beginning of each month
during retirement, with the first payment occurring during July, 2025.
/2/ Benefit is based on present value of the current payment stream of the
vested accrual balance using a standard discount rate (8.00%).
/3/ Xxxxxx X. Xxxxxx satisfies the Early Retirement Age definition of
ss.1.5 on her birthday on June 22, 2015, and thus is vested in her Early
Termination Benefit as of her 55th birthday. Xx. Xxxxxx was hired by the Bank on
October 4, 1979 and thus will have 10 years of service by the time of her 55th
birthday.
95
ADDENDUM A
FIRST NORTHERN BANK OF DIXON
SPLIT DOLLAR AGREEMENT
THIS SPLIT DOLLAR AGREEMENT is entered into as of this 1st day of January, 2002,
by and between First Northern Bank of Dixon, a California-chartered,
FDIC-insured bank with its main office in Dixon, California (the "Bank") and
_______________ (the "Executive"). This Split Dollar Agreement shall append the
Split Dollar Endorsement entered into on even date herewith, or as subsequently
amended, by and between the aforementioned parties.
To encourage the Executive to remain an employee of the Bank, the Bank is
willing to divide the death proceeds of a life insurance policy on the
Executive's life. The Bank will pay life insurance premiums from its general
assets.
ARTICLE 1
GENERAL DEFINITIONS
Capitalized terms not otherwise defined in this Split Dollar Agreement are used
herein as defined in the Salary Continuation Agreement of even date herewith.
The following terms shall have the meanings specified:
"Insurer" means New York Life Insurance Company, Massachusetts Mutual Life
Insurance Company, and Union Central Life Insurance Company.
"Policy" means any or all insurance policy no. _______ issued by New York
Life Insurance Company, insurance policy no. _______ issued by Massachusetts
Mutual Life Insurance Company, and insurance policy no. ___________ issued by
Union Central Life Insurance Company.
"Insured" means the Executive.
ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1 Bank Ownership. The Bank is the sole owner of the Policy and shall have the
right to exercise all incidents of ownership. The Bank shall be the beneficiary
of any death proceeds remaining after the Executive's interest has been paid
under Section 2.2 of this Split Dollar Agreement.
2.2 Executive's Interest. The Executive shall have the right to designate the
beneficiary(ies) of death proceeds. If at the time of Termination of Employment
the Insured is entitled to receive benefits under the Salary Continuation
Agreement with the Bank in effect at the time of Termination of Employment, or
if Termination of Employment occurs because of the Insured's death, then the
Insured's Beneficiary(ies), designated in accordance with the Split Dollar
Policy Endorsement, shall be entitled to an amount equal to the amount set forth
in Exhibit A that corresponds to the age of the Insured at the time of the
Insured's death, or one hundred percent (100%) of the net at risk insurance
portion of the proceeds, whichever amount is less. The net at risk insurance
portion is the total proceeds less the cash value of the Policy. The Executive
shall also have the right to elect and change settlement options specified in
the Policy that may be permitted.
2.3 Option to Purchase. The Bank shall not sell, surrender or transfer ownership
of the Policy while this Split Dollar Agreement is in effect without first
giving the Executive or the Executive's transferee a right of first refusal to
purchase the Policy for the Policy's interpolated terminal reserve value. The
right of first refusal to purchase the Policy must be exercised within 60 days
from the date the Bank gives written notice of the Bank's intention to sell,
surrender or transfer ownership of the Policy. This provision shall not impair
the right of the Bank to terminate this Split Dollar Agreement.
2.5 Comparable Coverage. Upon execution of this Agreement, the Bank
shall maintain the Policy in full force and effect, and the Bank
shall not amend, terminate or otherwise abrogate the Executive's
interest in the Policy unless the Bank (a) replaces the Policy with
a comparable insurance policy to cover the benefit provided under
this Split Dollar Agreement and (b) executes a new Split Dollar
Agreement and Endorsement for the comparable insurance policy. The
Policy or any comparable policy shall be subject to the claims of
the Bank's creditors.
96
ARTICLE 3
PREMIUMS
3.1 Premium Payment. The Bank shall pay any premiums due on the Policy.
3.2 Imputed Income. The Bank shall impute income to the Executive in an amount
equal to (a) the current term rate for the Executive's age, multiplied by (b)
the net death benefit payable to the Executive's beneficiary(ies). The "current
term rate" is the minimum amount required to be imputed under Revenue Rulings
64-328 and 66-110, or any subsequent applicable authority.
ARTICLE 4
ASSIGNMENT
The Executive may assign without consideration all interests in the Policy and
in this Split Dollar Agreement to any person, entity or trust. If the Executive
transfers all of the Executive's interest in the Policy, then all of the
Executive's interest in the Policy and in the Split Dollar Agreement shall be
vested in the Executive's transferee, who shall be substituted as a party
hereunder, and the Executive shall have no further interest in the Policy or in
this Split Dollar Agreement.
ARTICLE 5
INSURER
The Insurer shall be bound only by the terms of the Policy. Any payments the
Insurer makes or actions it takes in accordance with the Policy shall fully
discharge it from all claims, suits and demands of all entities or persons. The
Insurer shall not be bound by or be deemed to have notice of the provisions of
this Split Dollar Agreement.
ARTICLE 6
CLAIMS AND PROCEDURES
6.1 Claims Procedure. A person or beneficiary ("claimant") who has not received
benefits under the Agreement that he or she believes should be paid shall make a
claim for such benefits as follows:
6.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting
to the Bank a written claim for the benefits.
6.1.2 Timing of Bank Response. The Bank shall respond to such claimant within 90
days after receiving the claim. If the Bank determines that special
circumstances require additional time for processing the claim, the Bank 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 Bank expects to render its decision.
6.1.3 Notice of Decision. If the Bank denies part or all of the claim, the Bank
shall notify the claimant in writing of such denial. The Bank shall write the
notification in a manner calculated to be understood by the claimant. The
notification shall set forth:
6.1.3.1 The specific reasons for the denial,
6.1.3.2 A reference to the specific provisions of the Agreement on which the
denial is based,
6.1.3.3 A description of any additional information or material necessary for
the claimant to perfect the claim and an explanation of why it is needed,
6.1.3.4 An explanation of the Agreement's review procedures and the time limits
applicable to such procedures, and
6.1.3.5 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 Bank denies part or all of the claim, the claimant
shall have the opportunity for a full and fair review by the Bank of the denial,
as follows:
97
6.2.1 Initiation - Written Request. To initiate the review, the claimant, within
60 days after receiving the Bank's notice of denial, must file with the Bank 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 Bank 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 Bank 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 Bank Response. The Bank shall respond in writing to such
claimant within 60 days after receiving the request for review. If the Bank
determines that special circumstances require additional time for processing the
claim, the Bank 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 Bank expects to render
its decision.
6.2.5 Notice of Decision. The Bank shall notify the claimant in writing of its
decision on review. The Bank shall write the notification in a manner calculated
to be understood by the claimant. The notification shall set forth:
6.2.5.1 The specific reasons for the denial,
6.2.5.2 A reference to the specific provisions of the Agreement on which the
denial is based,
6.2.5.3 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
6.2.5.4 A statement of the claimant's right to bring a civil action under ERISA
Section 502(a).
ARTICLE 7
AMENDMENTS AND TERMINATION
7.1 Amendment. This Split Dollar Agreement may be amended only by a writing
signed by the Bank and the Insured.
7.2 Termination of Agreement. This Split Dollar Agreement shall terminate upon
the occurrence of any one of the following:
(a) The Insured is discharged from employment with the Bank for cause.
The term "for cause" means any of the following: (1) gross
negligence or gross neglect; (2) the commission of a felony or
commission of a misdemeanor involving moral turpitude; (3) fraud,
disloyalty, dishonesty, or willful violation of any law or
significant Bank policy committed in connection with the Insured's
employment and, in the Bank's sole judgment, resulting in an adverse
effect on the Bank, or
(b) Surrender, lapse, or other termination of the Policy by the Bank, or
(c) Distribution of the death benefit proceeds in accordance with
Section 2.2 above.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Split Dollar Agreement shall bind the Executive and
the Bank and their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.
98
8.2 No Guarantee of Employment. This Split Dollar Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Bank, nor does it interfere with the Bank's right to discharge
the Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.
8.3 Successors; Binding Agreement. By an assumption agreement in form and
substance satisfactory to the Executive, the Bank shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the Bank to expressly
assume and agree to perform this Split Dollar Agreement in the same manner and
to the same extent that the Bank would be required to perform this Split Dollar
Agreement if no succession had occurred. The Bank's failure to obtain such an
assumption agreement before succession becomes effective shall be considered a
breach of the Split Dollar Agreement and shall entitle the Executive to the
Change-in-Control benefit payable under Section 2.4 of the Salary Continuation
Agreement between the Bank and the Executive of even date herewith.
8.4 Applicable Law. The Split Dollar Agreement and all rights hereunder shall be
governed by and construed according to the laws of the State of California.
8.5 Entire Agreement. This Split Dollar Agreement constitutes the entire
agreement between the Bank and the Executive concerning the subject matter
hereof. No rights are granted to the Executive under this Split Dollar Agreement
other than those specifically set forth herein.
8.6 Administration. The Bank shall have powers which are necessary to administer
this Split Dollar Agreement, including but not limited to the power to:
(a) interpret the provisions of the Split Dollar Agreement,
(b) establish and revise the method of accounting for the Split Dollar
Agreement,
(c) maintain a record of benefit payments, and
(d) establish rules and prescribe forms necessary or desirable to
administer the Split Dollar Agreement.
8.7 Named Fiduciary. The Bank shall be the named fiduciary and plan
administrator under this Split Dollar Agreement. The Bank may delegate to
others certain aspects of management and operational responsibilities,
including the employment of advisors and the delegation of ministerial
duties to qualified individuals.
8.8 Severability. If for any reason any provision of this Split Dollar Agreement
is held invalid, such invalidity shall not affect any other provision of this
Split Dollar Agreement not held so invalid, and each such other provision shall,
to the full extent consistent with the law, continue in full force and effect.
If any provision of this Split Dollar Agreement shall be held invalid in part,
such invalidity shall in no way affect the remainder of such provision, not held
so invalid, and the remainder of such provision, together with all other
provisions of this Split Dollar Agreement shall, to the full extent consistent
with the law, continue in full force and effect.
8.9 Headings. The headings of Sections herein are included solely for
convenience of reference and shall not affect the meaning or interpretation of
any provision of this Split Dollar Agreement.
8.10 Notices. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered by
hand or mailed, certified or registered mail, return receipt requested, with
postage prepaid, to the following addresses or to such other address as either
party may designate by like notice.
(a) If to the Bank, to:
Board of Directors
First Northern Bank of Dixon
000 Xxxxx Xxxxx Xxxxxx
Xxxxx, Xxxxxxxxxx 00000
99
(b) If to the Executive, to:
and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.
IN WITNESS WHEREOF, the Bank and the Executive have signed this Split Dollar
Agreement as of the date and year first written above.
THE EXECUTIVE: THE BANK:
FIRST NORTHERN BANK OF DIXON
____________________________ By:
Its:
SPLIT DOLLAR POLICY ENDORSEMENT
FIRST NORTHERN BANK OF DIXON
SPLIT DOLLAR AGREEMENT
Policy No. ___________________ (New York Life) Insured: ___________
Policy No. ___________________ (Massachusetts Mutual Life)
Policy No. ___________________ (Union Central Life)
Supplementing and amending the application for insurance to New York Life
Insurance Company, Massachusetts Mutual Life Insurance Company, and Union
Central Life Insurance Company ("Insurer") on ________________, the applicant
requests and directs that:
BENEFICIARIES
1. First Northern Bank of Dixon, located in Dixon, California (the "Bank"),
shall be the beneficiary of any death proceeds remaining after the Insured's
interest has been paid under paragraph (2) below.
2. The Insured or the Insured's transferee shall designate the beneficiary(ies)
of death proceeds. Provided that at the time of the Insured's Termination of
Employment (as defined in the January 1, 2002 Salary Continuation Agreement
between the Bank and the Insured (the "Salary Continuation Agreement")) the
Insured was entitled to receive benefits under the Salary Continuation
Agreement, if the Insured is (a) employed by the Bank at the time of death, or
(b) retired from the Bank at the time of death, then the Insured's beneficiary(
ies) designated in accordance with this Split Dollar Policy Endorsement shall be
entitled to an amount equal to the amount set forth in Exhibit A that
corresponds to the age of the Insured at the time of death, or one hundred
percent (100%) of the net at risk portion of the proceeds, whichever amount is
less. The net at risk insurance portion is the total proceeds less the cash
value of the Policy.
100
OWNERSHIP
3. The Owner of the Policy shall be the Bank. The Owner shall have all ownership
rights in the Policy except as may be specifically granted to the Insured or the
Insured's transferee in paragraph (4) of this endorsement.
4. The Insured or the Insured's transferee shall have the right to assign his or
her 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
5. 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.
OWNER'S AUTHORITY
6. 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 the Owner's statement of the amount of premiums the Owner has paid on
the Policy. The signature of the Owner shall be sufficient for the exercise of
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 Insurer may rely on a sworn statement in form satisfactory to it furnished
by the Owner, its successors or assigns, as to their interest and any payments
made pursuant to such statement shall discharge the Bank accordingly.
7. Any transferee's rights shall be subject to this Endorsement.
8. The Owner accepts and agrees to this split dollar endorsement.
9. 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 Dixon, California, this day of , 2002.
First Northern Bank of Dixon
By:
Its:
The Insured accepts and agrees to the foregoing and, subject to the rights of
the Owner as stated above, designates ___________________, (relationship:
___________________) as primary beneficiary(s) and ___________________,
(relationship: ___________________) as secondary beneficiary of the portion of
the proceeds described in (2) above.
Signed at Dixon, California, this day of , 2002.
The Insured
___________________________
101
Split Dollar Policy Endorsement
First Northern Bank of Dixon
Split Dollar Agreement
EXHIBIT A
for
-------------------------------------------------------------------------------------
End of Year Age of Insured at the Time of Death Amount of Death Benefits
-------------------------------------------------------------------------------------
2002 40 $400,000
-------------------------------------------------------------------------------------
2003 41 $400,000
-------------------------------------------------------------------------------------
2004 42 $400,000
-------------------------------------------------------------------------------------
2005 43 $400,000
-------------------------------------------------------------------------------------
2006 44 $400,000
-------------------------------------------------------------------------------------
2007 45 $400,000
-------------------------------------------------------------------------------------
2008 46 $400,000
-------------------------------------------------------------------------------------
2009 47 $400,000
-------------------------------------------------------------------------------------
2010 48 $400,000
-------------------------------------------------------------------------------------
2011 49 $400,000
-------------------------------------------------------------------------------------
2012 50 $400,000
-------------------------------------------------------------------------------------
2013 51 $400,000
-------------------------------------------------------------------------------------
2014 52 $400,000
-------------------------------------------------------------------------------------
2015 53 $400,000
-------------------------------------------------------------------------------------
2016 54 $400,000
-------------------------------------------------------------------------------------
2017 55 $400,000
-------------------------------------------------------------------------------------
2018 56 $400,000
-------------------------------------------------------------------------------------
2019 57 $400,000
-------------------------------------------------------------------------------------
2020 58 $400,000
-------------------------------------------------------------------------------------
2021 59 $400,000
-------------------------------------------------------------------------------------
2022 60 $400,000
-------------------------------------------------------------------------------------
2023 61 $400,000
-------------------------------------------------------------------------------------
2024 62 $400,000
-------------------------------------------------------------------------------------
2025 63 $400,000
-------------------------------------------------------------------------------------
2026 64 $400,000
-------------------------------------------------------------------------------------
2027 65 $200,000
-------------------------------------------------------------------------------------
2028 66 $200,000
-------------------------------------------------------------------------------------
102
-------------------------------------------------------------------------------------
End of Year Age of Insured at the Time of Death Amount of Death Benefits
-------------------------------------------------------------------------------------
2029 67 $200,000
-------------------------------------------------------------------------------------
2030 68 $200,000
-------------------------------------------------------------------------------------
2031 69 $200,000
-------------------------------------------------------------------------------------
2032 70 $200,000
-------------------------------------------------------------------------------------
2033 71 $200,000
-------------------------------------------------------------------------------------
2034 72 $200,000
-------------------------------------------------------------------------------------
2035 73 $200,000
-------------------------------------------------------------------------------------
2036 74 $200,000
-------------------------------------------------------------------------------------
2037 75 $100,000
-------------------------------------------------------------------------------------
2038 76 $100,000
-------------------------------------------------------------------------------------
2039 77 $100,000
-------------------------------------------------------------------------------------
2040 78 $100,000
-------------------------------------------------------------------------------------
2041 79 $100,000
-------------------------------------------------------------------------------------
2042 80 $100,000
-------------------------------------------------------------------------------------
2043 or later Age 81 or older $100,000
-------------------------------------------------------------------------------------
103
