Exhibit 99.1
COUNTY BANK
DIRECTOR ELECTIVE INCOME DEFERRAL AGREEMENT
This DIRECTOR ELECTIVE INCOME DEFERRAL AGREEMENT (this "Agreement") is
entered into as of this __________ day of ____________, 200__, by and between
County Bank, a bank chartered under California law (the "Bank"), and
___________________________ (the "Director").
WHEREAS, to encourage the Director to remain a member of the Bank's board
of directors, the Bank is willing to provide to the Director a deferred
compensation opportunity. The Bank will pay the Director's benefits from the
Bank's general assets,
WHEREAS, the Director and the Bank are parties to a Deferred Compensation
Agreement dated _________________________ providing for elective deferral of the
director's compensation, and
WHEREAS, the Director and the Bank intend that this Agreement shall
supersede and replace the Deferred Compensation Agreement in its entirety on the
effective date of this Agreement, but that amounts electively deferred under the
Deferred Compensation Agreement through December 31, 2004, plus accrued interest
through that date, represent the Deferral Account as of the Agreement's
Effective Date.
NOW THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Director and the Bank hereby agree as follows.
Article 1
Definitions
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified -
1.1 "Change in Control" means the occurrence of any one of the following
events -
(a) Merger: Capital Corp of the West, a California corporation of
which the Bank is a wholly owned subsidiary, merges into or consolidates
with another corporation, or merges another corporation into Capital Corp
of the West, and as a result less than a majority of the combined voting
power of the resulting corporation immediately after the merger or
consolidation is held by persons who were the holders of Capital Corp of
the West's voting securities immediately before the merger or
consolidation. For purposes of this Agreement, the term "person" means an
individual, corporation, partnership, trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization, or
other entity, or
(b) Acquisition of Significant Share Ownership: a report on Schedule
13D, Schedule TO, 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 25%
or more of the combined voting power of Capital Corp of the West's voting
securities outstanding (but this clause (b) shall not apply to beneficial
ownership of voting shares held by a subsidiary in a fiduciary capacity or
beneficial ownership of voting shares held by an employee benefit plan of
the Bank or a subsidiary). For purposes of this Agreement, "subsidiary"
means an entity in which Capital Corp of the West beneficially owns 50% or
more of the outstanding voting securities, whether Capital Corp of the
West owns the shares directly or owns the shares indirectly through an
intermediate subsidiary, or
(c) Change in Board Composition: during any period of two
consecutive years, individuals who constitute the Capital Corp of the
West's board of directors at the beginning of the two-year period cease
for any reason to constitute at least a majority thereof; 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 (b) 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, or
(d) Sale of Assets: Capital Corp of the West sells to a third party
all or substantially all of its assets, including sale of the Bank alone.
If Internal Revenue Service regulations under Section 409A of the Internal
Revenue Code of 1986 define the term change in control in a manner that differs
from the definition in this Section 1.1, only those events specified both in
Internal Revenue Service regulations under Section 409A and in this Section 1.1
shall constitute a Change in Control for purposes of this Section 1.1.
1.2 "Compensation" means the total cash compensation payable to the
Director during a Plan Year for his or her service as a director of the Bank.
1.3 "Deferral Account" means the Bank's accounting of the Director's
accumulated Deferrals, plus accrued interest.
1.4 "Deferrals" means the amount of the Director's Compensation that the
Director elects to defer according to this Agreement.
1.5 "Disability" means that, because of any medically determinable
physical or mental impairment that can be expected to result in death or that
can be expected to last for a continuous period of at least 12 months, the
Director is unable to engage in any substantial gainful activity or is receiving
income replacement benefits for a period of not less than 3 months under an
accident and health plan covering directors of the Bank. The Plan Administrator
shall determine whether the Director is disabled for purposes of this Agreement.
2
1.6 "Effective Date" means January 1, 2005.
1.7 "Election Form" means the form attached as Exhibit 1.
1.8 "Payout Date" means the date specified by the Director in the Election
Form on which payment of benefits under Article 4 shall be made or shall
commence, or if sooner the end of the month immediately after the date of the
Director's Termination of Service.
1.9 "Plan Administrator" means the plan administrator described in
Article 9.
1.10 "Plan Year" means the calendar year.
1.11 "Section 409A" means section 409A of the Internal Revenue Code of
1986 and applicable regulations and other guidance of general applicability
issued under section 409A of the Internal Revenue Code.
1.12 "Termination for Cause" means the Bank's board of directors or a duly
authorized committee of the board of directors determines at any time that the
Director will not be nominated by the board or committee for reelection as a
Director after the expiration of his current term, or the Director is removed as
a director of the Bank, in either case because of the Director's -
(a) gross negligence or gross neglect of duties,
(b) commission of a felony or commission of a misdemeanor involving
moral turpitude,
(c) fraud, disloyalty or willful violation of any law or significant
Bank policy, or
(d) removal from service or permanent prohibition from participation
in 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. 1818(e)(4) or (g)(1)].
1.13 "Termination of Service" means the Director ceases to be a member for
the Bank's board of directors for any reason whatsoever.
1.14 "Unforeseeable Emergency" means a severe financial hardship to the
Director resulting from illness or accident of the Director, the Director's
spouse, or a dependent of the Director, loss of the Director's property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the Director's control, as determined by the Plan
Administrator.
3
Article 2
Election to Defer Compensation
2.1 Election to Defer Compensation. The Director shall make a deferral
election under this Agreement by filing with the Bank a signed Election Form
within 30 days after the Effective Date of this Agreement. The Election Form
shall set forth the amount of Compensation to be deferred and the period for
which the Director desires that his or her Compensation be deferred. If the
Director fails to file a properly completed and executed Election Form with the
Plan Administrator by the prescribed time, the Director will be deemed to have
elected not to defer any Compensation for the applicable Plan Year.
2.2 Election to Change the Amount of Compensation Deferred or the Period
in Which Compensation Shall Be Deferred. With the Bank's approval, the Director
may modify the amount of Compensation to be deferred by filing a new Election
Form with the Bank before the beginning of the Plan Year for which the
Compensation is to be deferred. The modified deferral election shall not be
effective until the Plan Year after the year in which the subsequent Election
Form is received and approved by the Bank. A deferral election may not be
modified and become effective in the same Plan Year except in the event of an
Unforeseeable Emergency as provided in Section 1.14 of the Agreement.
2.3 Election of Time and Form of Payment. The Election Form shall also
designate a specific Payout Date and shall elect whether payment of the
Director's Deferral Account shall be in a single lump sum or in installments. If
installment payments are elected, the Director shall specify payment in
installments over 3, 5, 10 or 15 years, and whether installments shall be paid
monthly, quarterly, semi-annually or annually. However, in no case may
installments extend beyond 180 months after the Payout Date. All installments
will be paid as an end-of-period payment stream, not as a beginning-of-period
payment stream obligation. If the Director fails to specify a form of payment on
the Election Form, his or her Deferral Account shall be paid in a single lump
sum on the Payout Date. Once the Director elects to receive benefit payments in
installment form, the Director may not elect to change the form of benefit
payment to lump-sum form. Provided the subsequent election is made at least 12
months before the scheduled lumpsum payment and before the Director's
Termination of Service, the Director may make a subsequent election to change
the form of benefit payment from lump-sum to installment form. The Director may
not elect to change the Payout Date or the time of distribution.
Article 3
Deferral Account
3.1 Establishing and Crediting. The Bank shall establish a Deferral
Account on its books for the Director. The Bank shall credit to the Deferral
Account -
(a) Previous Deferrals: the balance of the Director's deferrals and
accrued interest under the Deferred Compensation Agreement between the
Director and the Bank as of the Effective Date of this Agreement.
4
(b) Future Deferrals: as of the time the Compensation would have
otherwise been paid to the Director and until the end of the month
preceding the month of the Payout Date, or for such shorter period as the
Director may elect, the portion of the Compensation earned by the Director
after the Effective Date of this Agreement but deferred by the Director.
(c) Interest: until the Deferral Account is paid in full to the
Director, interest shall be credited quarterly on the Deferral Account
balance at an annual rate equal to seven percent (7%).
3.2 Statement of Account. Within 120 days after the end of each Plan Year,
the Bank shall provide to the Director a statement setting forth the Deferral
Account balance at the end of the Plan Year.
3.3 Accounting Device Only. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund. The Director is a general unsecured creditor of the Bank for the
payment of benefits. The benefits represent the mere promise by the Bank to pay
benefits. The Director's rights are not subject to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
the Director's creditors.
3.4 Vesting. A Director's interest in the value of his or her Deferral
Account shall at all times be 100% vested. However, a Director's right to be
paid by the Bank remains subject to the claims of the Bank's general creditors.
Article 4
Benefits During Lifetime
4.1 Ordinary Benefit. Beginning on the Payout Date specified by the
Director in the Election Form, or if sooner the end of the month immediately
after the date of the Director's Termination of Service, the Bank shall pay to
the Director the benefit described in this Section 4.1 instead of any other
benefit under this Agreement. The benefit under this Section 4.1 is the Deferral
Account balance at the end of the month immediately preceding the month of the
Payout Date. The Bank shall pay the benefit to the Director in the form elected
by the Director in the Election Form, beginning on the Payout Date. If the
Director elects payment in installments, the installment period shall not exceed
180 months, and any balance remaining in the Director's Deferral Account shall
be paid to the Director with the final installment for the installment period
elected.
4.2 Disability Benefit. If the Director believes he or she is suffering
from a Disability and therefore seeks payment of benefits under this Agreement
before the Payout Date specified in his or her Election Form, the Director must
file a written request with the Plan Administrator for accelerated payment of
all or a portion of the Director's Deferral Account. After the Director files
the written request along with such supporting material as the Plan
Administrator may request, the Plan Administrator shall determine within 45 days
(or such other number of days as allowed by applicable law if special
circumstances warrant additional time) whether the Director
5
satisfies the criteria for payment of the accelerated Disability benefit. The
Director shall submit to whatever medical examinations are necessary for the
Plan Administrator to make its determination of Disability. If the Plan
Administrator determines that the Director satisfies the criteria for payment of
the accelerated Disability benefit under this Section 4.2, the portion of the
Deferral Account balance on the date of the Director's Termination of Service
requested by the Director shall be paid to the Director in a single lump sum. If
the Director requests less than 100% of his or her Deferral Account and has
elected payment of benefits under Section 4.1 in installments, the Bank shall
pay the remaining balance of the Deferral Account to the Director in the
installment form elected by the Director in the Election Form, beginning on the
last day of the month immediately after the Director's Termination of Service.
The installment period shall not exceed 180 months, and any balance remaining in
the Director's Deferral Account shall be paid to the Director with the final
installment for the installment period elected.
4.3 Change in Control Benefit. If the Director's Termination of Service
occurs within 12 months after a Change in Control for reasons other than death
or Disability, the Bank shall pay to the Director the benefit described in this
Section 4.3 instead of any other benefit under this Agreement. The benefit under
this Section 4.3 is the Deferral Account balance on the date of the Director's
Termination of Service. The Bank shall pay the benefit to the Director in a
single lump sum within 30 days after the Director's Termination of Service.
4.4 Hardship Distribution. If the Director suffers an Unforeseeable
Emergency and petitions for a hardship distribution, the Bank shall distribute
to the Director all or a portion of the Deferral Account balance as necessary
solely to satisfy the emergency (plus additional amounts necessary to pay taxes
anticipated as a result of the emergency), but only to the extent the emergency
is not relieved through reimbursement or compensated for by insurance or
liquidation of the Director's assets.
4.5 No Distribution Sooner Than Is Allowed Under Section 409A. A
Director's Deferral Account shall be distributed as provided in this Article 4.
Anything in this Agreement or in an Election Form to the contrary
notwithstanding, however, no portion of the Director's Deferral Account shall be
distributed sooner than is allowed under Section 409A.
Article 5
Death Benefits
Within 60 days after the Director's death, the Bank shall pay to the
Director's beneficiary in a single lump sum the Director's Deferral Account as
of the time of death, whether the Director dies while in the service of the Bank
or after Termination of Service. The Bank shall have no further obligations
under this Agreement after payment of the Deferral Account balance to the
Director's beneficiary.
Article 6
Beneficiaries
6.1 Beneficiary Designations. The Director shall designate a beneficiary
by filing a written designation with the Bank. The Director may revoke or modify
the designation at any
6
time by filing a new designation. However, designations will be effective if and
only if signed by the Director and received by the Bank during the Director's
lifetime. The Director's beneficiary designation shall be deemed automatically
revoked if the beneficiary predeceases the Director or if the Director names a
spouse as beneficiary and the marriage is subsequently dissolved. If the
Director dies without a valid beneficiary designation, all payments shall be
made to the Director's estate.
6.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, 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, incompetent
person, or incapable person. The Bank may require proof of incompetence,
minority, or guardianship as it may deem appropriate prior to distribution of
the benefit. Such distribution shall completely discharge the Bank from all
liability with respect to such benefit.
Article 7
General Limitations
7.1 Termination for Cause. Notwithstanding any provision of this Agreement
or an Election Form to the contrary, if Termination of Service is the result of
Termination for Cause the Director's Deferral Account shall be paid to the
Director in a single lump sum within 120 days after the Director's Termination
of Service.
7.2 One Benefit Only. Notwithstanding anything to the contrary contained
in this Agreement, the Director is entitled to one benefit only under this
Agreement, which shall be determined by the first event to occur that is dealt
with by this Agreement. Subsequent occurrence of events dealt with by this
Agreement shall not entitle the Director or his or her beneficiaries to other or
additional benefits under this Agreement.
7.3 Tax Consequences. The Bank does not insure or guarantee the tax
consequences of payments provided hereunder for matters beyond its control, and
the Director certifies that his decision to reduce and defer receipt of
compensation is not due to any reliance upon financial, tax, or legal advice
given by the Bank, and of its employees, agents, accountants, or legal advisors.
Article 8
Claims and Review Procedures
8.1 Claims Procedure. The Bank shall notify any person or entity that
makes a claim for benefits under this Agreement (the "Claimant") in writing,
within 90 days of Claimant's written application for benefits, of his or her
eligibility or noneligibility for benefits under the Agreement. If the Bank
determines that the Claimant is not eligible for benefits or full benefits, the
notice shall set forth (a) the specific reasons for such denial, (b) a specific
reference to the provisions of the Agreement on which the denial is based, (c) a
description of any additional information or material necessary for the Claimant
to perfect his or her claim, and a description of why it is needed, and (d) an
explanation of the Agreement's claims review procedure and
7
other appropriate information as to the steps to be taken if the Claimant wishes
to have the claim reviewed. If the Bank determines that there are special
circumstances requiring additional time to make a decision, the Bank shall
notify the Claimant of the special circumstances and the date by which a
decision is expected to be made, and may extend the time for up to an additional
90 days.
8.2 Review Procedure. If the Claimant is determined by the Bank not to be
eligible for benefits, or if the Claimant believes that he or she is entitled to
greater or different benefits, the Claimant shall have the opportunity to have
such claim reviewed by the Bank by filing a petition for review with the Bank
within 60 days after receipt of the notice issued by the Bank. Said petition
shall state the specific reasons, which the Claimant believes entitle him or her
to benefits or to greater or different benefits. Within 60 days after receipt by
the Bank of the petition, the Bank shall afford the Claimant (and counsel, if
any) an opportunity to present his or her position to the Bank verbally or in
writing, and the Claimant (or counsel) shall have the right to review the
pertinent documents. The Bank shall notify the Claimant of its decision in
writing within the 60-day period, stating specifically the basis of its
decision, written in a manner to be understood by the Claimant and the specific
provisions of the Agreement on which the decision is based. If, because of the
need for a hearing, the sixty-day period is not sufficient, the decision may be
deferred for up to another 60 days at the election of the Bank, but notice of
this deferral shall be given to the Claimant.
8
Article 9
Plan Administration
9.1 Plan Administrator Duties. This Agreement shall be administered by a
Plan Administrator consisting of the board or such committee or persons as the
board shall appoint. The Director may be a member of the Plan Administrator. The
Plan Administrator shall also have the discretion and authority to (a) make,
amend, interpret, and enforce all appropriate rules and regulations for the
administration of this Agreement and (b) decide or resolve any and all
questions, including interpretations of this Agreement, as may arise in
connection with the Agreement.
9.2 Agents. In the administration of this Agreement, 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 Bank.
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 Agreement and the
rules and regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Agreement. No Director or
Beneficiary shall be deemed to have any right, vested or nonvested, regarding
the continuing effect of any decision or action of the Plan Administrator.
9.4 Indemnity of Plan Administrator. The Bank 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 Agreement, except in the case of willful misconduct by
the Plan Administrator or any of its members.
9.5 Bank Information. To enable the Plan Administrator to perform its
functions, the Bank shall supply full and timely information to the Plan
Administrator on all matters relating to the date and circumstances of the
retirement, Disability, death, or Termination of Service of the Director, and
such other pertinent information as the Plan Administrator may reasonably
require.
9.6 Conformance with Section 409A. At all times during each Plan Year this
Agreement shall be administered in accordance with the requirements of Section
409A. Any action that may be taken (and, to the extent possible, any action
actually taken) by the Plan Administrator or the Bank shall not be taken (or
shall be void and without effect), if that action violates the requirements of
Section 409A. Any provision in this Agreement that is determined to violate the
requirements of Section 409A shall be void and without effect. In addition, any
provision that is required to appear in this Agreement that is not expressly set
forth shall be deemed to be set forth herein, and this Agreement shall be
administered in all respects as if such provision were expressly set forth
herein.
9
Article 10
Miscellaneous
10.1 Amendment. The Bank's board of directors shall amend the provisions
of this Agreement governing the manner of making deferral elections, the terms
on which distributions are made, and the form and timing of distributions.
However, except for mere clarifying amendments necessary to avoid an
inappropriate windfall, no amendment shall reduce the amount credited to the
Director's Deferral Account as of the date the amendment is adopted. Any
amendment shall be in writing and adopted by the board of directors. The
Director shall be bound by the amendment. The Bank specifically reserves the
right to amend the Agreement as necessary to comply with Section 409A.
10.2 Termination. The Bank reserves the right to terminate this Agreement
at any time if, because of legislative, judicial or regulatory action,
continuation of the Agreement would (a) cause benefits to be taxable to the
Director before actual receipt, or (b) in the Bank's judgment, result in
significant financial penalties or other significantly detrimental consequences
for the Bank (other than the financial impact of paying benefits). Except as
provided in Article 7, this Agreement shall not be terminated unless the
Deferral Account balance is first paid to the Director or the Director's
beneficiaries. Any termination of this Agreement shall be subject to any
restrictions on termination that are applicable to ensure continued compliance
under Section 409A.
10.3 Binding Effect. This Agreement shall bind the Director and the Bank,
and their beneficiaries, successors and assigns, survivors, executors,
administrators and transferees.
10.4 No Guarantee of Service. This Agreement is not a contract for
services. This Agreement does not give the Director the right to remain a
director of the Bank, nor does this Agreement interfere with the shareholders'
rights to replace the Director. This Agreement also does not require the
Director to remain a director nor interfere with the Director's right to
terminate services at any time.
10.5 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
10.6 Tax Withholding and Reporting. The Bank shall withhold any taxes that
are required to be withheld from the benefits provided under this Agreement. The
Bank shall report amounts deferred under the terms of the Agreement to the
Internal Revenue Service in accordance with the requirements of Section 409A.
10.7 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of California except to the extent preempted
by the laws of the United States of America.
10.8 Unfunded Arrangement. The Director and beneficiary 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
10
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors. Any insurance on the
Director's life is a general asset of the Bank to which the Director and
beneficiary have no preferred or secured claim.
10.9 Rabbi Trust. The Bank may, in its sole discretion, establish a
grantor trust, commonly known as a "rabbi trust," with an independent,
third-party trustee, as a vehicle for accumulating the assets needed to pay the
promised benefit. The Bank may, in its sole and absolute discretion, from time
to time contribute to such rabbi trust, if established, such amounts as the
Bank, in its sole and absolute discretion, shall so determine.
10.10 Entire Agreement. This Agreement constitutes the entire agreement
between the Bank and the Director as to the subject matter hereof. No rights are
granted to the Director by virtue of this Agreement other than those
specifically set forth. This Agreement supersedes and replaces in its entirety
the Deferred Compensation Agreement between the Bank and the Director, as the
same may have been amended or restated, and from and after the Effective Date of
this Agreement the Deferred Compensation Agreement shall be of no further force
or effect.
10.11 Severability. If any provision of this Agreement, as applied to
either party or to any circumstance, is judged by a court to be void or
unenforceable in whole or in part, the same shall not affect any other provision
of this Agreement, the application of such provision in any other circumstances,
or the validity or enforceability of this Agreement.
10.12 Waiver. A waiver by either party of any of the terms or conditions
of this Agreement in any one instance shall not be considered a waiver of such
terms or conditions for the future, or of any subsequent breach thereof. All
remedies, rights, undertakings, obligations, and agreements contained in this
Agreement shall be cumulative, and none of them shall be in limitation of any
other remedy, right, undertaking, obligation or agreement of either party.
10.13 Headings. The heading in this Agreement are for convenience only and
shall not affect the interpretation or construction of the Agreement or any of
its provisions.
10.14 Notice. Any notice or other communication to be given under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date of service if personally served, or if mailed, upon deposit in the United
States mail, first class postage prepaid, express or certified, return receipt
requested, and properly addressed to the parties as follows: if to Director at
his last address shown in the Bank's records; and if to Bank, to County Bank,
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
Chairman. Either party may designate a new address for purposes of this Section
10.14 by giving the other notice of the new address as provided herein.
11
IN WITNESS WHEREOF, the Director and a duly authorized Bank officer have
signed this Agreement as of the date first written above.
DIRECTOR BANK
County Bank
___________________________ By: ____________________________________
Its:
12
Exhibit 1
COUNTY BANK
DIRECTOR ELECTIVE INCOME DEFERRAL AGREEMENT
Deferral Election
I elect to defer Compensation under the Director Elective Income Deferral
Agreement with the Bank, as follows -
AMOUNT OF DEFERRAL DURATION
---------------------------------------------------------------
[initial and complete one] [initial one]
________ I elect to defer ___% of my I elect to defer for:
Compensation monthly
________ one year only
________ I elect to defer $ of my
Compensation monthly ________ [insert number] years
________ I elect not to defer any of ________ until Termination of
my Compensation Service
________ until _______________
(date)
Form and Timing of Benefit Distribution
[initial one]
_____ [single lump sum] I elect to receive benefits under the Director
Elective Income Deferral Agreement in a single lump sum on the last day of the
month of _________, 20__.
_____ [installments] I elect to receive benefits under the Director
Elective Income Deferral Agreement in installments beginning on the last day of
the month of ________, 20__. I elect to receive installments over a period of
[initial your choices]:
___3 years, paid ___monthly, ___quarterly, ___semi-annually, or __annually
___5 years, paid ___monthly, ___quarterly, ___semi-annually, or __annually
___10 years, paid ___monthly, ___quarterly, __semi-annually, or __annually
___15 years, paid ___monthly, ___quarterly, __semi-annually, or __annually
I understand that any subsequent election I make to change the form of
benefit payment is subject to Section 2.3 of the Director Elective Income
Deferral Agreement. I also acknowledge that the Bank has the right to amend the
Agreement and the treatment of Deferrals thereunder to the extent the Bank deems
it necessary or appropriate to do so in view of the requirements of Section 409A
and related guidance, or otherwise in accordance with the Agreement.
13
With the Bank's approval only, I understand that I may change the amount
and duration of my Deferrals by filing a new Election Form with the Bank;
provided, however, that any subsequent election will not be effective until the
calendar year after the year in which the new election is received by the Bank.
Signature: ________________
Date: ________________
Received by the Bank this ________ day of ___________________, 200__.
By: __________________________
Title: __________________________
14
COUNTY BANK
DIRECTOR ELECTIVE INCOME DEFERRAL AGREEMENT
Beneficiary Designation
I designate the following as beneficiary of benefits under the Director
Elective Income Deferral Agreement payable after my death:
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: __________________________
Received by the Bank this _____day of ____________________, 200__.
By: __________________________
Title: __________________________
15