UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 12, 2008
TriCo Bancshares
(Exact name of registrant as specified in its charter)
California 0-10661 94-2792841
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(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
63 Constitution Drive, Chico, California 95973
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(530) 898-0300
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 12, 2008, Tri Counties Bank (the "Bank"), the wholly owned
subsidiary of TriCo Bancshares (the "Company") amended the 2005 Tri Counties
Bank Deferred Compensation Plan for Executives and Directors. On December 30,
2008, the Company amended the 2004 TriCo Bancshares Supplemental Executive
Retirement Plan. Descriptions of these amendments, which the Company considers
to be nonmaterial, are included in Item 8.01 below.:
Item 8.01 Other Events.
On November 12, 2008, the Bank amended the 2005 Tri Counties Bank Deferred
Compensation Plan for Executives and Directors to comply with Internal Revenue
Code Section 409A. These amendments included; increased restrictions on the form
and timing of deferrals, increased restrictions on changes to deferral
elections, and increased restrictions on the form and timing of distributions.
These amendments were effective as of January 1, 2005. These amendments are not
expected to have a material impact on the financial statements of the Company.
On December 30, 2008, the Company amended the 2004 TriCo Bancshares Supplemental
Executive Retirement Plan (the "SERP") to comply with Internal Revenue Code
Section 409A and make various other modifications. The amendments to the SERP
included:
Removal of discretion by the Compensation Committee of the Board (the
"Committee") to allow payments to terminated participants to begin prior to
age 62, but not before age 55, and replace it with payments automatically
beginning upon termination but not before age 55. Reductions in payment
amounts for payments beginning prior to age 62 remain unchanged.
Establishment of a delay in receipt of payouts under the SERP until six
months after termination for all participants that become participants on
or after January 1, 2009 and for participants designated as "Specified
Employees" under Internal Revenue Code Section 409A that were participants
as of December 31, 2008.
For participants who become participants on or after January 1, 2009, the
Normal Retirement Benefit is equal to the participant's final average
compensation multiplied by the Target Retirement Percentage, which can
range from 0% to 45% depending on the participant's Years of Credited
Service. For participants who were participants as of December 31, 2008,
the Normal Retirement Benefit remains unchanged and equal to the
participant's final average compensation multiplied by the Target
Retirement Percentage, which can range from 0% to 75% depending on the
participant's Years of Credit Service, the product of which is reduced by
the sum of 100% of the participant's Estimated Primary Social Security
Benefit and the participant's ESOP Offset.
These amendments were effective January 1, 2009. These amendments are not
expected to have a material impact on the financial statements of the Company.
This description of the amendments to the 2005 Tri Counties Bank Deferred
Compensation Plan for Executives and Directors and the SERP is qualified in its
entirety by reference to the copies of such plans filed as exhibits to this Form
8-K. Item 1.01 Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 2005 Tri Counties Bank Deferred Compensation Plan for Executives and
Directors
99.2 TriCo Bancshares Supplemental Executive Retirement Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 8, 2009 TRICO BANCSHARES
(Registrant)
By:/s/Thomas J. Reddish
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Thomas J. Reddish
Executive Vice President
Chief Financial Officer
Exhibit 99.1
THE 2005 TRI COUNTIES BANK
DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND DIRECTORS
TABLE OF CONTENTS
Page
ARTICLE I - PURPOSE........................................................1
ARTICLE II - DEFINITIONS...................................................1
2.1. Participant...........................................................1
2.2. Plan Benefit..........................................................1
2.3. Board.................................................................1
2.4. Committee.............................................................1
2.5. Compensation..........................................................2
2.6. Elective Deferred Compensation........................................2
2.7. Deferral Election.....................................................2
2.8. Deferral Period.......................................................2
2.9. Account...............................................................2
2.10.Distribution Election.................................................3
2.11.Actuarial Equivalent..................................................3
2.12.Determination Date....................................................3
2.13.Interest Rate.........................................................3
2.14.Bonus Interest Rate...................................................3
2.15.Change in Control.....................................................3
2.16.Disability............................................................4
2.17.Termination or Removal For Cause .....................................4
2.18.Unforeseeable Emergency ..............................................5
2.19.Lifetime Deferral Limit...............................................5
2.20.Beneficiary...........................................................5
ARTICLE III - PARTICIPATION AND DEFERRAL COMMITMENTS ......................5
3.1. Eligibility and Participation.........................................5
3.2. Form of Deferral and Minimum Deferral.................................6
ARTICLE IV - DEFERRED COMPENSATION ACCOUNT.................................6
4.1. Accounts........................... ..................................6
4.2. Elective Deferred Compensation........................................6
4.3. Employer Discretionary Contributions..................................6
4.4. Interest..............................................................7
4.5. Determination of Accounts.............................................7
4.6. Vesting of Accounts...................................................7
4.7. Statement of Accounts.................................................7
ARTICLE V - PLAN BENEFITS .................................................7
5.1. Plan Benefit..........................................................7
5.2. Death Benefit.........................................................8
5.3. Unforeseeable Emergency Distributions ................................8
5.4. Distribution Following a Separation From Service......................8
5.5. Distribution Upon a Change in Control.................................9
5.6. Benefit Payment Elections and Subsequent Modifications Thereto .......9
5.7. Withholding Payroll Taxes.............. .............................10
5.8. Commencement of Payments.............................................10
5.9. Payment to Guardian..................................................10
ARTICLE VI - BENEFICIARY DESIGNATION......................................11
6.1. Beneficiary Designation..............................................11
6.2. Amendments...........................................................11
6.3. No Beneficiary Designation...........................................11
6.4. Effect of Payment....................................................11
ARTICLE VII - ADMINISTRATION..............................................11
7.1. Committee and Duties.................................................11
7.2. Agents...............................................................11
7.3. Binding Effect of Decisions .........................................12
7.4. Indemnity of Committee ..............................................12
ARTICLE VIII - CLAIMS PROCEDURE...........................................12
8.1. Claim................................................................12
8.2. Denial of Claim......................................................12
8.3. Review of Claim......................................................12
8.4. Final.. Decision.....................................................12
ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN............................13
9.1. Amendment............................................................13
9.2. Right to Terminate...................................................13
ARTICLE X - MISCELLANEOUS.................................................13
10.1.Unfunded Plan........................................................13
10.2.Unsecured General Creditor...........................................14
10.3.Trust Fund...........................................................14
10.4.Nonassignability.....................................................14
10.5 Not a Contract of Employment.........................................14
10.6.Protective Provisions................................................15
10.7.Terms................................................................15
10.8.Captions.............................................................15
10.9.Governing Laws.......................................................15
10.10.Validity............................................................15
10.11.Notice..............................................................15
10.12.Successors..........................................................15
SIGNATURE PAGE ...........................................................16
THE 2005 TRI COUNTIES BANK
DEFERRED COMPENSATION PLAN FOR EXECUTIVES AND DIRECTORS
This Tri Counties Bank Deferred Compensation Plan for Executives and Directors
is effective January 1, 2005 and applies only to those Participants in the Plan
who serve as certain key Executives of TriCo Bancshares, Tri Counties Bank, and
subsidiaries or affiliates thereof (hereinafter, these entities shall be
referred to as the "Bank" or the "Employer") who are employed by the Employer on
or after January 1, 2005 and those Directors of the Employer on or after this
date. It is intended that the Plan will aid in retaining and attracting
individuals of exceptional ability by providing them with these benefits.
ARTICLE I - PURPOSE
The purpose of this Deferred Compensation Plan for Executives and Directors (the
"Plan") is to provide current tax planning opportunities, as well as
supplemental funds for retirement or death, for Executives and Directors of the
Employer. It is also intended that the Plan will aid in retaining and attracting
Executives and Directors of exceptional ability by providing them with these
benefits. The Plan was originally adopted effective January 1, 2005 and is
amended and restated as of that date principally to clarify certain provisions
governed by IRC 409A and to reflect the Plan operations under IRC 409A since
January 1, 2005.
ARTICLE II - DEFINITIONS
For the purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:
2.1. Participant
The term "Participant" shall mean those certain key employees or Directors of
the Employer who are participating in this Plan as provided in Article III.
2.2. Plan Benefit
"Plan Benefit" means the benefit payable to a Participant as calculated pursuant
to Articles IV through V.
2.3. Board
"Board" means the Board of Directors of the Employer.
2.4. Committee
"Committee" means the Compensation and Management Succession Committee of TriCo
Bancshares.
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2.5. Compensation
As it applies to an Executive, the term "Compensation" shall refer to the
salary, bonuses or commissions paid to the Executive during his employment with
Employer for services performed during a given Deferral Period. The Deferral
Period to which a commission relates shall be the Deferral Period when the
Executive actually performs the services for which the commission is paid. As it
applies to a Director, "Compensation" shall refer to the retainer, meeting and
Committee chairmanship fees paid to a Director by the Employer with respect to
services performed as a Board member during a given Deferral Period, before
reduction for any amounts deferred pursuant to this Plan. Compensation does not
include expense reimbursements, any form of non-cash compensation or benefits.
Compensation payable after December 31 of a given Deferral Period solely for
services performed during the Employer's final payroll period containing that
December 31 is treated as Compensation payable for services performed in the
subsequent Deferral Period in which the Compensation is paid.
2.6. Elective Deferred Compensation
The term "Elective Deferred Compensation" shall mean the amount of Compensation
that a Participant elects to defer pursuant to a Deferral Election Form.
2.7. Deferral Election
"Deferral Election" means an irrevocable election to defer Compensation made by
a Participant pursuant to Article III and for which a Deferral Election Form, as
prescribed by the Committee, has been timely submitted by the Participant to the
Committee. The Deferral Election with respect to any particular Deferral Period
cannot be modified or revoked after the deadline provided in Section 3.1 for
submitting the Deferral Election Form to the Committee for that Deferral Period.
The Committee may prescribe any Deferral Election Form that is consistent with
the terms of this Plan. In the event that he fails to file a subsequent Deferral
Election (or a timely subsequent Deferral Election) for a particular Deferral
Period, the Participant's most recent prior Deferral Election shall remain
effective as if completed for that subsequent particular Deferral Period and
cannot be modified or revoked after the December 15 of the calendar year
immediately preceding that Deferral Period.
2.8. Deferral Period
"Deferral Period" means the period over which a Participant has elected to defer
a portion of his Compensation. Each calendar year shall be a separate Deferral
Period; provided, however, that a Participant's prior Deferral Election may
remain effective for a subsequent Deferral Period as described in Section 2.7.
2.9. Account
"Account" means the Account as maintained by the Bank in accordance with Article
IV with respect to any deferral of Compensation pursuant to this Plan. A
Participant's Account shall be utilized solely as a device for the determination
and measurement of the amounts to be paid to the Participant pursuant to the
Plan. A Participant's Account shall not constitute or be treated as a trust fund
of any kind.
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2.10. Distribution Election
The term "Distribution Election" shall mean the form of distribution of the
Account selected by the Participant on the most recent valid Distribution
Election Form. The Committee may prescribe any Distribution Election Form that
is consistent with the terms of this Plan.
2.11. Actuarial Equivalent
"Actuarial Equivalent" means equivalence in value between two (2) or more forms
and/or times of payment based on a determination by an actuary chosen by the
Bank, using sound actuarial assumptions at the time of such determination.
2.12. Determination Date
"Determination Date" means the last day of each calendar month.
2.13. Interest Rate
"Interest Rate" means, with respect to any calendar month, the monthly
equivalent of the annual yield of the Moody's Average Corporate Bond Yield Index
for the preceding calendar month as published by Moody's Investor Service, Inc.
(or any successor thereto) or, if such index is no longer published, a
substantially similar index selected by the Board.
2.14. Bonus Interest Rate
"Bonus Interest Rate" means, with respect to any calendar month, the monthly
equivalent of three (3) percentage points greater than the annual yield of the
Moody's Average Corporate Bond Yield Index for the preceding calendar month as
published by Moody's Investor Service, Inc. (or any successor thereto) or, if
such index is no longer published, a substantially similar index selected by the
Board. The Bonus Interest Rate shall be applied to all deferrals of compensation
and the Account provided the Participant remains a Director or Executive of the
Company until December 31, 2008. Thereafter, the Bonus Interest Rate applied to
all subsequent deferrals and the Account shall be defined as: the monthly
equivalent of one (1) percentage point greater than the annual yield of the
Moody's Average Corporate Bond Yield Index for the preceding calendar month as
published by Moody's Investor Service, Inc. (or any successor thereto) or, if
such index is no longer published, a substantially similar index selected by the
Board.
2.15. Change in Control
A "Change in Control" shall be defined as follows to be interpreted by the
Committee in a manner that is consistent with IRC 409A and the related Treasury
regulations:
(a) The acquisition of more than fifty percent (50%) of the value or voting
power of the Employer's stock by a person or group;
(b) The acquisition in a period of twelve (12) months or less of at least
thirtyfive percent (35%) of the Employer's stock by a person or group;
(c) The replacement of a majority of the Employer's board in a period of
twelve (12) months or less by Directors who were not endorsed by a majority
of the current board members; or
(d) The acquisition in a period of twelve (12) months or less of forty
percent (40%) or more of the Employer's assets by an unrelated entity.
For the purpose of this Agreement, transfers made on account of deaths or gifts,
transfers between family members or transfers to a qualified retirement plan
maintained by the Employer shall not be considered in determining whether there
has been a Change in Control.
3
2.16. Disability
For the purpose of this Plan, the Participant will be considered disabled if:
(a) He is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, or
(b) He is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months, receiving
income replacement benefits for a period of not less than three (3) months
under an accident and health plan covering employees of Participant's
employer.
2.17. Termination or Removal For Cause
A Termination of an Executive's employment or a Removal of a Director shall be
"For Cause" if for any of the following reasons:
(a) Gross negligence or gross neglect;
(b) The commission of a felony, misdemeanor, or any other act involving
moral turpitude, fraud, or dishonesty which has a material adverse impact
on the Bank;
(c) The willful and intentional disclosure, without authority, of any
secret or confidential information concerning the Bank that has a material
adverse impact on the Bank; or
(d) The willful and intentional violation of the rules or regulations of
any regulatory agency or government authority having jurisdiction over the
Bank, which has a material adverse impact on the Bank.
4
2.18. Unforeseeable Emergency
For the purposes of this Plan, an "Unforeseeable Emergency" shall mean a severe
financial hardship to the Participant due to (a) uninsured medical expenses
resulting from an illness or accident of the Participant, the Participant's
spouse, or a dependent of the Participant (as defined in IRC 152
(a) without regard to IRC 152(b)(1), 152(b)(2) and 152(d)(1)(B)) of the
Participant;
(b) an uninsured casualty loss pertaining to property owned by the
Participant; or,
(c) other similar extraordinary and unforeseeable circumstances involving
an uninsured loss arising as a result of an event beyond the control of the
Participant.
2.19. Lifetime Deferral Limit
Total deferred compensation is subject to a lifetime limit of one million five
hundred thousand dollars ($1,500,000.00) and includes all deferred compensation
under this Plan or any prior Tri Counties Bank deferred compensation plan.
2.20. Beneficiary
"Beneficiary" means the person, persons or entity entitled under Article VI to
receive any Plan benefits payable after a Participant's death.
ARTICLE III - PARTICIPATION AND DEFERRAL COMMITMENTS
3.1. Eligibility and Participation
(a) Eligibility. Eligibility to participate in the Plan shall be limited to
key Executives and Directors of the Employer.
(b) Participation. A Participant may elect to participate in the Plan with
respect to any Deferral Period by submitting a Deferral Election Form to
the Committee by December 15 of the calendar year immediately preceding the
Deferral Period. This Section 3.1(b) applies for any Deferral Period for
which Section 3.1(c) does not apply.
(c) Part-Year Participation. In the case of the Deferral Period in which a
Participant first becomes eligible to participate in the Plan and who is
not participating in any other account balance plan of the Employer
(determined according to Treasury Regulation 1.409A-1(c)(2)), a Deferral
Election Form must be submitted to the Committee within thirty (30) days
after the Participant first becomes eligible to participate in the Plan. In
addition, such Deferral Election Form shall be effective only with regard
to Compensation paid for services performed following the submission of the
Deferral Election Form to the Committee (determined on a pro-rata basis to
the extent required by Treasury regulation 1.409A-2(a)(7)(i)). The
determination of when a Participant first becomes eligible to participate
in the Plan shall be made according to Treasury regulation
1.409A-2(a)(7)(ii).
5
3.2. Form of Deferral and Minimum Deferral
(a) Deferral Election. A Participant may elect in the Deferral Election
Form to defer any portion of his Compensation for the Deferral Period
immediately following the calendar year when the Deferral Election Form is
submitted to the Committee as provided in Section 3.1(b). The amount to be
deferred shall be stated as a dollar amount or percentage of Compensation
and must not be less than two thousand four hundred dollars ($2,400) during
the Deferral Period.
(b) Deferrals in the Event of Part-Year Participation. In the case of the
first year in which a Participant becomes eligible to participate in the
Plan (see paragraph 3.1(c)) he must defer at least two hundred dollars
($200) per month (stated as a dollar amount or percentage of Compensation)
for each of the months remaining in the Deferral Period ($200 x number of
months remaining).
(c) Transition Rules. Notwithstanding any provision in this Section 3.2 to
the contrary, the Committee may authorize a deferral election to the extent
consistent with the transition rules and during the transition relief
period provided under IRC 409A and the related guidance issued in Treasury
regulations and by the Internal Revenue Service.
ARTICLE IV - DEFERRED COMPENSATION ACCOUNT
4.1. Accounts
For record keeping purposes only, an Account shall be maintained for each
Participant.
4.2. Elective Deferred Compensation
A Participant's Elective Deferred Compensation shall be credited to the
Participant's Account as the corresponding non-deferred portion of the
Compensation becomes or would have become payable. Any withholding of taxes or
other amounts with respect to Elective Deferred Compensation that is required by
state, federal or local law shall be withheld from the Participant's
non-deferred Compensation to the maximum extent possible with any excess being
withheld from the Participant's Account. Any such withholding of taxes or other
amounts from the Participant's Account shall comply with Treasury regulation
1.409A-3(j)(4)(vi) and 1.409A- 3(j)(4)(xi), to the extent applicable.
4.3. Employer Discretionary Contributions
Employer may make Discretionary Contributions to Participants' Accounts.
Discretionary Contributions shall be credited at such times and in such amounts
as the Board in its sole discretion shall determine. The amount of the
Discretionary Contributions shall be evidenced in a special Deferral Election
Form approved by the Board.
6
4.4. Interest
Beginning January 1, 2005 and subject to the provisions of Section 5.4 with
respect to a Termination for Cause, each Participant's Account shall be credited
monthly with interest earned based on the Interest Rate or Bonus Interest Rate.
Interest earned shall be calculated as of each Determination Date based upon the
average daily balance of the Account since the preceding Determination Date and
shall be credited to the Participant's Account at that time. For each
Determination Date preceding the Participant's Separation from Service
(including a Separation from Service after a Change in Control), as defined in
Section 5.4, his Account shall be credited with interest earned at the Bonus
Interest Rate specified in Section 2.14. For each Determination Date following
the Participant's Separation from Service (including a Separation from Service
after a Change in Control), his Account shall be credited with interest earned
at the Interest Rate specified in Section 2.13.
4.5. Determination of Accounts
Each Participant's Account as of each Determination Date shall consist of the
balance of the Participant's Account as of the immediately preceding
Determination Date, plus the Participant's Elective Deferred Compensation
credited and any Employer Discretionary Contributions and any interest earned,
minus the amount of any distributions made since the immediately preceding
Determination Date.
4.6. Vesting of Accounts
Each Participant shall be vested in the amounts credited to such Participant's
Account and earnings thereon as follows:
(a) Amounts Deferred. A Participant shall be one hundred percent (100%)
vested at all times in the amount of Compensation elected to be deferred
under this Plan and Interest thereon, subject to the provisions of Section
5.6.
(b) Employer Discretionary Contributions. Employer Discretionary
Contributions and Interest thereon shall be vested as set forth in the
special Deferral Election Form described in Section 4.3, subject to the
provisions of Section 5.6.
4.7. Statement of Accounts
The Bank shall submit to each Participant, within thirty (30) days after the
close of each calendar year and at such other time as determined by the Bank, a
statement setting forth the balance to the credit of the Account maintained for
a Participant.
ARTICLE V - PLAN BENEFITS
5.1. Plan Benefit
The Employer shall pay a Plan Benefit according to the provisions of this
Article V.
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5.2. Death Benefit
Upon receiving notice of the death of a Participant, the Employer shall pay to
the Participant's Beneficiary(ies) a Plan Benefit as follows:
(a) If the Participant dies after his Plan Benefit payment has begun
pursuant to the terms of this Plan, then the amount payable shall be the
remaining unpaid balance of the Participant's Account, and shall be paid in
the same form as payments were being made prior to the Participant's death.
(b) If the Participant dies while serving as an Executive or Director of
the Employer, or before his Plan Benefit payment has begun pursuant to the
terms of this Plan, then the amount payable shall be equal to the
Participant's Account, and shall be payable as provided in Section 5.4. Any
notice required under this provision shall be in writing and shall include
an original death certificate.
5.3. Unforeseeable Emergency Distributions
Upon a finding that a Participant has suffered an Unforeseeable Emergency, the
Committee may, in its sole discretion, make distributions from the Participant's
Account prior to the time specified for payment of his Plan Benefit under the
Plan. Any distribution made pursuant to this provision must be made in
accordance with IRC 409A and the related Treasury regulations, and must not
exceed the amount required (including anticipated taxes on the distribution) to
meet the emergency financial need and not reasonably available from other
resources of the Participant (including reimbursement or compensation by
insurance, liquidation of the Participant's assets to the extent such
liquidation itself would not cause severe financial hardship). Each request for
distribution due to an Unforeseeable Emergency shall be made at such time and in
such manner as the Committee shall determine, and shall be effective in
accordance with such rules as the Committee shall establish from time to time.
Any distribution under this Section 5.3 shall be paid to the Participant in a
single lump sum as soon as administratively practicable following receipt of the
appropriate forms and information required by and acceptable to the Committee.
5.4. Distribution Following a Separation From Service
Upon his Separation from Service, a Participant shall be entitled to a Plan
Benefit equal to his Account. In the event of a Termination for Cause,
notwithstanding the preceding sentence, the Plan Administrator shall retain the
sole discretion to determine whether the interest on such contributions will be
forfeited. A Separation from Service means the Participant's separation from
service (within the meaning of IRC 409A and related Treasury regulations and
Internal Revenue Service guidance, including death or Disability) from the
Employer, and any Related Employer as defined in IRC 414(b) and (c). A
Separation from Service shall occur as of the date that a Participant's
performance of bona-fide services for the Employer and any Related Employer is
permanently reduced to a level less than twenty percent (20%) of the average
level of services performed in the preceding thirty-six (36) month period.
In the event, however, that the Participant is a Specified Employee at the time
of his Separation from Service, the Participant's right to receive any
distribution of the Participant's Account will be delayed until the earlier of
his death or the first day of the seventh month following his Separation from
Service. A Specified Employee shall have the meaning given this term in IRC 409A
and the related Treasury regulations; provided, that as permitted in those
Treasury regulations, the Specified Employees and the application of the
six-month delay rule of IRC 409A(a)(2)(B)(i) to the Specified Employees shall be
determined according to rules adopted and consistently applied by the Committee
in its sole discretion.
8
5.5. Distribution Upon a Change in Control
If he so elects, a Participant shall be entitled to a Plan Benefit equal to his
Account if he is serving as an Executive or Director upon a Change in Control
prior to the Participant's Separation from Service.
5.6. Benefit Payment Elections and Subsequent Modifications Thereto
Other than for those circumstances that specifically provide to the contrary, a
Plan Benefit shall be paid in accordance with the Participant's most recent
valid Distribution Election. A Participant must irrevocably elect the time and
form for the payment of his Plan Benefit by the later of (i) December 31, 2008
or (ii) the date by which his first Deferral Election Form must be submitted to
the Committee according to Section 3.1(b) or 3.1(c), as the case may be.
A Participant can elect payment of his Plan Benefit upon a Change in Control
prior to his Separation from Service. If he does not elect such a payment of his
Plan Benefit or if a Change in Control does not occur prior to his Separation
from Service, a Participant's Plan Benefit shall be payable only upon his
Separation from Service as provided in Section 5.4. A Participant can elect the
following form of payment for his entire Plan Benefit:
(i) A lump sum.
(ii) Substantially equal annual payments for a period as designated by
the Participant of five (5), ten (10) or fifteen (15) years. The
amount of each annual payment shall be determined by dividing the
Participant's Account on the Determination Date immediately preceding
the month of the annual payment by the number of years remaining in
the designated installment period.
A Participant may irrevocably elect one form of payment for his entire Plan
Benefit upon a Change in Control prior to his Separation from Service and
another form of payment for his entire Plan Benefit upon his Separation from
Service. A Participant's election as to the form of payment for his Plan Benefit
upon his Separation from Service shall apply for the payment of his Plan Benefit
in the event of his death, as provided in Section 5.2. A Participant's Plan
Benefit shall be paid according to his most recent valid Distribution Election
submitted to the Committee. In the event that a Participant has not submitted to
the Committee a valid Distribution Election, his Plan Benefit shall be paid in
annual payments for ten (10) years.
A Participant may modify his Distribution Election as to the form of payment for
his Plan Benefit upon a Change in Control and/or his Separation from Service,
however any such modification
(i) shall not be valid or effective if made within twelve (12) months
of the date of the first payment under the Participant's previous
valid Distribution Election;
(ii) may not add an election for or remove a previously elected
payment upon a Change in Control under Section 5.5; and
(iii) except in the case of the Participant's Separation from Service
due to hisdeath or Disability, the first payment for which such
election is made must be deferred for a period of at least five (5)
years from the date of the Participant's previous valid Distribution
Election for that payment. For the purposes of a Participant's
modification of his Distribution Election, a Participant's right to
receive any annual installment payment under this Section 5.6 is
treated as the right to receive a single payment as provided in
Treasury regulation 1.409A-2(b)(2)(iii). A Participant's modified
Distribution Election shall be made by submitting a Deferral Election
Form to the Committee.
Notwithstanding any provision in the immediately preceding paragraph to the
contrary, the Committee may authorize changes to the times and forms of payment
permitted under this Section 5.6 to the extent consistent with the transition
rules and during the transition relief period provided under IRC 409A and the
related guidance issued in Treasury regulations and by the Internal Revenue
Service.
9
5.7. Withholding Payroll Taxes
The Employer shall withhold from payments made hereunder any taxes required to
be withheld from such payments under federal, state or local law. However, a
Beneficiary may elect not to have withholding for federal income tax pursuant to
Section 3405(a)(2) of Internal Revenue Code, or any successor provision thereto.
5.8. Commencement of Payments
Subject to the provisions of Section 5.4 with respect to a Specified Employee,
payment of a Participant's Plan Benefit shall commence as soon as
administratively practicable (determined in the sole discretion of the
Committee) but no later than sixty (60) days after
(a) the date selected by the Participant in his most recent valid
Distribution Election Form or
(b) absent such a valid Distribution Election Form, his Separation from
Service. All payments shall be made as of the first day of the month.
5.9. Payment to Guardian
If a Plan benefit is payable to a minor or a person declared incompetent or to a
person incapable of handling the disposition of his property, the Committee may
direct payment of such Plan Benefit to the guardian, legal representative or
person having the care and custody of such minor, incompetent or person. The
Committee may require proof of incompetency, minority, incapacity or
guardianship as it may deem appropriate prior to distribution of the Plan
benefit. Such distribution shall completely discharge the Committee from all
liability with respect to the benefit.
10
ARTICLE VI - BENEFICIARY DESIGNATION
6.1. Beneficiary Designation
Each Participant shall have the right, at any time, to designate any person or
persons as his Beneficiary or Beneficiaries (both primary as well as secondary)
to whom benefits under this Plan shall be paid in the event of Participant's
death prior to complete distribution of the benefits due under the Plan. Each
beneficiary designation shall be in written form prescribed by the Committee and
will be effective only when filed with the Committee during the Participant's
lifetime.
6.2. Amendments
Any Beneficiary designation may be changed by a Participant without the consent
of any designated Beneficiary by the filing of a new Beneficiary designation
with the Committee. The filing of a new Beneficiary designation form will cancel
all Beneficiary designations previously filed. If a Participant's Compensation
is community property, any Beneficiary designation shall be valid or effective
only as permitted under applicable law.
6.3. No Beneficiary Designation
In the absence of a valid or effective Beneficiary designation, or if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Participant's designated
Beneficiary shall be deemed to be the Participant's estate.
6.4. Effect of Payment
The payment to the deemed Beneficiary shall completely discharge Employer's
obligations under this Plan.
ARTICLE VII - ADMINISTRATION
7.1. Committee and Duties
This Plan shall be administered by the Committee. The Committee shall have the
authority to make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and decide or resolve any and
all questions including interpretations of this Plan, as may arise in connection
with the Plan.
7.2. Agents
The Committee may, from time to time, employ other agents and delegate to them
such administrative duties as it sees fit, and may from time to time consult
with counsel who may be counsel to the Employer.
11
7.3. Binding Effect of Decisions
The decision or action of the Committee in respect of any question arising out
of or in connection with the administration, interpretation, and application of
the Plan and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.
7.4. Indemnity of Committee
The Employer shall indemnify and hold harmless the members of the Committee
against any and all claims, loss, damage, expense, or liability arising from any
action or failure to act with respect to this Plan, except in the case of gross
negligence or willful misconduct.
ARTICLE VIII - CLAIMS PROCEDURE
8.1. Claim
Any person claiming a benefit, requesting an interpretation or ruling under the
Plan, or requesting information under the Plan shall present the request in
writing to the Committee, which shall respond in writing within thirty (30)
days.
8.2. Denial of Claim
If the claim or request is denied, the written notice of denial shall state:
(a) The reasons for denial, with specific reference to the Plan provisions
on which the denial is based.
(b) A description of any additional material or information required and an
explanation of why it is necessary.
(c) An explanation of the Plan's claim review procedure.
8.3. Review of Claim
Any person whose claim or request is denied or who has not received a response
within thirty (30) days may request review by notice given in writing to the
Committee. The claim or request shall be reviewed by the Committee who may, but
shall not be required to, grant the claimant a hearing. On review, the claimant
may have representation, examine pertinent documents, and submit issues and
comments in writing.
8.4. Final Decision
The decision on review shall normally be made within sixty (60) days. If an
extension of time is required for a hearing or other specified circumstances,
the claimant shall be notified and the time limit shall be one hundred twenty
(120) days. The decision shall be in writing and shall state the reasons and the
relevant plan provisions. All decisions on review shall be final and bind all
parties concerned.
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ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN
9.1. Amendment
The Board may at any time amend the Plan in whole or in part, provided, however,
that no amendment shall be effective to decrease or restrict the amount accrued
to the date of Amendment in any Account or to change the Interest Rate credited
to amounts already held in an Account under the Plan. Upon a change in the
Interest Rate, thirty (30) days' advance written notice shall be given to each
Participant and any deferral after the effective date of the change shall be
held in a separate Account which shall be credited with the new Interest Rate.
9.2. Right to Terminate
The Board may at any time partially or completely terminate the Plan if, in its
judgment, the tax, accounting, or other effects of the continuance of the Plan,
or potential payments thereunder would not be in the best interests of the
Employer.
(a) Partial Termination. The Board may partially terminate the Plan by
instructing the Committee not to accept any additional Deferrals. In the
event of such a Partial Termination, the Plan shall continue to operate and
be effective with regard to Deferral Elections entered into prior to the
effective date of such Partial Termination.
(b) Complete Termination. Subject to the provisions of IRC 409A and
Treasury regulation 1.409A-3(j)(4)(ix), the Board may completely terminate
the Plan by instructing the Committee not to accept any additional Deferral
Elections, and by terminating all ongoing Deferral Elections. In the event
of Complete Termination, the Plan shall cease to operate and the Employer
shall pay out to each Participant (or Participant's Beneficiary) his
Account in a single lump sum as if that Participant had a Separation from
Service on the first day of the second twelve (12) month period that began
with the date of the Complete Termination. Only Plan Benefit payments
otherwise payable under Article V, absent the Complete Termination, shall
be made during the first twelve (12) month period following the Complete
Termination. Notwithstanding any provision in the Plan to the contrary,
interest earned on the unpaid balance in each Participant's Account shall
be the Interest Rate in effect on the Determination Date immediately
preceding the effective date of the Complete Termination.
ARTICLE X - MISCELLANEOUS
10.1. Unfunded Plan
This Plan is intended to be an unfunded plan maintained primarily to provide
deferred compensation benefits for a select group of "management or
highly-compensated employees" within the meaning of Sections 201, 301 and 401 of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
therefore to be exempt from the provisions of Parts 2, 3, and 4 of Title I of
ERISA. Accordingly, no further benefits shall accrue and the Plan shall be
terminated according to the provisions of Section 9.2(b) in the event it is
determined by a court of competent jurisdiction or by an opinion of counsel that
the Plan constitutes an employee pension benefit plan within the meaning of
Section 3(2) of ERISA which is not so exempt.
13
10.2. Unsecured General Creditor
In the event of Employer's insolvency, Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, interest
or claims in any property or assets of Employer, nor shall they be Beneficiaries
of, or have any rights, claims or interests in any life insurance policies,
annuity contracts or the proceeds therefrom owned or which may be acquired by
Employer. In that event, any and all of Employer's assets and policies shall be,
and remain, the general, unpledged, unrestricted assets of Employer. Employer's
obligation under the Plan shall be that of an unfunded and unsecured promise of
Employer to pay money in the future.
10.3. Trust Fund
The Employer shall be responsible for the payment of all benefits provided under
the Plan. At its discretion, the Employer may establish one (1) or more trusts,
with such trustees as the Board may approve, for the purpose of providing for
the payment of such benefits. Such trust or trusts maybe irrevocable, but the
assets thereof shall be subject to the claims of the Employer's creditors. To
the extent any benefits provided under the Plan are actually paid from any such
trust, the Employer shall have no further obligation with respect thereto, but
to the extent not so paid, such benefits shall remain the obligation of, and
shall be paid by, the Employer.
10.4. Nonassignability
Neither a Participant nor any other person shall have any right to commute,
sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof, which are, and all rights to which
are, expressly declared to be unassignable and nontransferable. No part of the
amounts payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.
10.5. Not a Contract of Employment
The terms and conditions of this Plan shall not be deemed to constitute a
contract of employment between the Employer and the Participant, and the
Participant (or his Beneficiary) shall have no rights against the Employer
except as may otherwise be specifically provided herein. Moreover, nothing in
this Plan shall be deemed to give a Participant the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discipline or discharge him at any time.
14
10.6. Protective Provisions
A Participant will cooperate with the Employer by furnishing any and all
information requested by the Employer, in order to facilitate the payment of
benefits hereunder, and by taking such physical examinations as the Employer may
deem necessary and taking such other actions as may be requested by the
Employer.
10.7. Terms
Whenever any words are used herein the masculine, they shall be construed as
though they were used in the feminine in all cases where they would so apply;
and wherever any words are used herein in the singular or in the plural, they
shall be construed as though they were used in the plural or the singular, as
the case may be, in all cases where they would so apply.
10.8. Captions
The captions of the articles, sections, and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.
10.9. Governing Law
The provisions of this Plan shall be construed, interpreted, and governed in all
respects in accordance with applicable federal law and, to the extent not
preempted by such federal law, in accordance with the laws of the State of
California.
10.10. Validity
In case any provision of this Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as if such illegal and
invalid provision had never been inserted herein.
10.11. Notice
Any notice or filing required or permitted to be given to the Committee under
the Plan shall be sufficient in writing and hand delivered, or sent by
registered or certified mail, to any member of the Committee or the Secretary of
the Employer. Such notice shall be deemed given as of the date of delivery or,
if such delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
10.12. Successors
The provisions of this Plan shall bind and inure to the benefit of the Employer
and its successors and assigns. The term successors as used herein shall include
any corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise acquire all or substantially all of the
business and assets of TriCo Bancshares, and successors of any such corporation
or other business entity.
Signatures on the following page
15
SIGNATURE PAGE
The 2005 Tri Counties Bank Deferred Compensation Plan for Executives and
Directors
TRICO BANCSHARES
By: ______________________________________
Title: ____________________________________
Date: ____________________________________
TRI COUNTIES BANK
By: ______________________________________
Title: ____________________________________
Date: ____________________________________
16
Exhibit 99.2
TRICO BANCSHARES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Amended and Restated Effective January 1,2009
TABLE OF CONTENTS
Page
ARTICLE I PURPOSE; EFFECTIVE DATE 4
ARTICLE II DEFINITIONS 4
2.1 Actuarial Equivalent 4
2.2 Board 4
2.3 Change in Control 4
2.4 Committee 5
2.5 Compensation 5
2.6 Disability 5
2.7 Early Retirement Date 5
2.8 Employer 5
2.9 Final Average Compensation 6
2.10 Normal Retirement Date 6
2.11 Participant 6
2.12 Participation Agreement 6
2.13 Retirement 6
2.14 Supplemental Retirement Benefit 6
2.15 Target Retirement Percentage 6
2.16 Years of Credited Service 7
2.17 Applicable Percentage 7
2.18 ESOP Offset 7
2.19 Estimated Primary Social Security Benefit 7
2.20 Termination 9
ARTICLE III PARTICIPATION AND VESTING 8
3.1 Eligibility and Participation 8
3.2 Change in Employment Status 8
3.3 Eligibility for Benefits 8
3.4 Termination with Cause 9
ARTICLE IV SUPPLEMENTAL RETIREMENT BENEFITS 10
4.1 Normal Retirement Benefit 10
4.2 Early Retirement Benefit 10
4.3 Early Termination Benefits 10
4.4 Reduction for Early Commencement of Benefits 10
4.5 Form of Benefit Payment 10
4.6 Commencement of Benefit Payments 11
4.7 Withholding; Payroll Taxes 11
4.8 Payment to Guardian 11
ARTICLE V ADMINISTRATION 11
5.1 Committee; Duties 11
5.2 Agents 11
5.3 Binding Effect of Decisions 11
5.4 Indemnity of Committee 11
ARTICLE VI BENEFICIARY DESIGNATION
6.1 Beneficiary Designation 12
6.2 Amendments: Marital Status 12
6.3 Default Beneficiary Designation 12
6.4 Effect of Payment 12
6.5 Divorce/Beneficiary Designation 12
ARTICLE VII CLAIMS PROCEDURE
7.1 Claim 12
7.2 Denial of Claim 12
7.3 Review of Claim 13
7.4 Final Decision 13
ARTICLE VIII TERMINATION, SUSPENSION OR AMENDMENT 13
8.1 Plan Termination 13
ARTICLE IX MISCELLANEOUS
9.1 Unfunded Plan 14
9.2 Unsecured General Creditor 14
9.3 Trust Fund 15
9.4 Nonassignability 15
9.5 Not a Contract of Employment 15
9.6 Terms 15
9.7 Captions 15
9.8 Governing Law 15
9.9 Validity 15
9.10 Notice 15
9.11 Successors 16
EXHIBIT 1: Participation Agreement 17
EXHIBIT 2: Beneficiary Agreement 18
TRICO BANCSHARES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I
PURPOSE; EFFECTIVEDATE
The purpose of this Supplemental Executive Retirement Plan (the "Plan") is to
provide supplemental retirement benefits for certain key employees of TriCo
Bancshares, Tri Counties Bank, and subsidiaries or affiliates thereof (the
"Employer") who are employed by the Employer on, or after January I, 2004 . It
is intended that the Plan will aid in retaining and attracting individuals of
exceptional ability by providing them with these benefits. The Plan is hereby
amended and restated effective January 1, 2009.
ARTICLE II
DEFINITIONS
For the purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:
2.1 Actuarial Equivalent.
"Actuarial Equivalent" means equivalence in value between two or more forms
and/or times of payment based on the fully phased in (i.e., applicable
percentage of 100%) Applicable Interest Rate and Applicable Mortality table
defined in IRS Code 417(e)(3). The Applicable Interest Rate will be
determined by the rate for the month prior to the beginning of the calendar
year in which a distribution occurs or would occur. The Applicable Interest
Rate and Applicable Mortality table are selected and published by the
Secretary of the Treasury.
2.2 Board.
"Board" means the Board of Directors of TriCo Bancshares.
2.3 Change in Control.
A "Change in Control" means the occurrence of any of the following events
with respect to Tri Counties Bank (the "Bank") or its parent holding
company, TriCo Bancshares ("Bancorp"):
(a) Merger: A merger into or consolidation with another corporation, or
merger of another corporation into Bank or 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 Bank or Bancorp immediately before the merger or
consolidation;
(b) Acquisition of Significant Share Ownership: One person, or more than
one person acting as a group, acquires (or has acquired during the twelve
(12) month period ending on the date of the most recent acquisition by such
person or persons) ownership of stock possessing thirty percent (30%) or
more of the total voting power of the stock of Bank or Bancorp (this
constitutes acquisition of "Effective Control"). No Change in Control shall
occur if additional voting shares are acquired by a person or persons who
possessed Effective Control prior to acquiring additional shares. This
subpart (b) shall not apply to beneficial ownership of voting shares held
in a fiduciary capacity by an entity of which Bank or Bancorp directly or
indirectly beneficially owns 50% or more of the outstanding voting
securities, or voting shares held by an employee benefit plan maintained
for the benefit of the Bank's employees.
(c) Change in Board Composition: A majority of the members of the Board of
Directors of Bank or Bancorp is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of
the members of the Board of Directors of Bank or Bancorp before the date of
the appointment or election. This subparagraph shall only apply with
respect to Bancorp if no other corporation is a majority shareholder of
Bancorp.
(d) A sale of substantially all of the assets of Bank or Bancorp. A Change
in Control shall only occur with respect to Bancorp if Bancorp (i) is a
majority shareholder of the Bank; (ii) is a majority shareholder of any
corporation in a chain of corporations in which each corporation is a
majority shareholder of another corporation in the chain, ending in the
Bank; or (iii) is otherwise a "Relevant Corporation" as that term is used
and defined in Code section 409A. For purposes of this section, majority
shareholder means a shareholder owning more than 50% of the total fair
market value and total voting power of the Bank, Bancorp, or a corporation
in the chain referenced above. No Change in Control shall occur unless the
event constitutes a "Change in the Ownership of a Corporation," a "Change
in the Effective Control of a Corporation," or a "Change in the Ownership
of a Substantial Portion of the Assets of a Corporation," as defined under
Code section 409A.
4
2.4 Committee.
"Committee" means the Compensation and Benefits Committee of the Board of
Directors of TriCo Bancshares.
2.5 Compensation.
"Compensation" means the base salary and bonuses paid to a Participant and
considered to be "wages" for purposes of federal income tax withholding.
Compensation shall be calculated before reduction for any amounts deferred
pursuant to any deferral arrangement by which the Participant can defer the
current receipt of income. Compensation does not include expense
reimbursements, or any form of non-cash compensation or benefits.
2.6 Disability.
"Disabled" means that the Participant is
(a) unable to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than twelve
months; or
(b) by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve months, receiving income
replacement benefits for a period of not less than three months under an
accident and health plan covering the Bank's employees. The Bank may, in
its discretion, rely on a determination by the Social Security
Administration or an insurance carrier (if the definition of "disability"
applied by the carrier is consistent with this section) in determining
whether a Participant is Disabled, and may require the Participant to
submit proof of such determination. The term "Disabled" shall be
interpreted consistently with Code section 409A.
2.7 Early Retirement Date.
"Early Retirement Date" means the date on which a Participant terminates
employment with the Employer, if such termination date occurs on or after
such Participant's attainment of age 55 and completion of fifteen (15)
Years of Credited Service, but prior to his Normal Retirement Date.
2.8 Employer.
"Employer" means TriCo Bancshares, Tri Counties Bank, and any affiliated or
subsidiary corporation designated by the Board, or any successors to the
businesses thereof.
5
2.9 Final Average Compensation.
"Final Average Compensation" means the Participant's Compensation during
the 36 full consecutive calendar months out of the last 60 calendar months
of employment with the Employer during which the Participant's Compensation
is the highest, divided by 36.
2.10 Normal Retirement Date.
"Normal Retirement Date" shall mean the date on which the Participant
terminates employment with the Employer if such termination date occurs on
or after the Participant's attainment of age 62. "Normal Retirement Date"
shall also mean the date on which the Participant terminates employment
pursuant to Article 3.3 (e) following a Change in Control.
2.11 Participant.
"Participant" means any individual who is participating in or has
participated in this Plan, and who has not yet received his full benefit
hereunder, as provided in Article III.
2.12 Participation Agreement.
"Participation Agreement" means the agreement filed by a Participant and
approved by the Board pursuant to Article III.
2.13 Retirement.
"Retirement" means a Participant's termination from employment with the
Employer at the Participant's Early Retirement Date or Normal Retirement
Date, as applicable.
2.14 Supplemental Retirement Benefit.
"Supplemental Retirement Benefit" means the benefit determined under
Article IV of this Plan.
2.15 Target Retirement Percentage.
For Participants who enter the Plan prior to January 1, 2009, the "Target
Retirement Percentage" shall equal 70% multiplied by the percentage
presented in the table below:
Full Years of Credited Service 1: 7%
Full Years of Credited Service 2: 13%
Full Years of Credited Service 3: 20%
Full Years of Credited Service 4: 27%
Full Years of Credited Service 5: 33%
Full Years of Credited Service 6: 40%
Full Years of Credited Service 7: 47%
Full Years of Credited Service 8: 53%
Full Years of Credited Service 9: 60%
Full Years of Credited Service 10: 67%
Full Years of Credited Service 11: 73%
Full Years of Credited Service 12: 80%
Full Years of Credited Service 13: 87%
Full Years of Credited Service 14: 93%
Full Years of Credited Service 15 100%
For Participants who enter the Plan on or after January 1, 2009, the
"Target Retirement Percentage" shall accrue according to the table below.
Full Years of Credited Service 1: 3%
Full Years of Credited Service 2: 6%
Full Years of Credited Service 3: 9%
Full Years of Credited Service 4: 12%
Full Years of Credited Service 5: 15%
Full Years of Credited Service 6: 18%
Full Years of Credited Service 7: 21%
Full Years of Credited Service 8: 24%
Full Years of Credited Service 9: 27%
Full Years of Credited Service 10: 30%
Full Years of Credited Service 11: 33%
Full Years of Credited Service 12: 36%
Full Years of Credited Service 13: 39%
Full Years of Credited Service 14: 42%
Full Years of Credited Service 15: 45%
6
2.16 Years of Credited Service.
"Years of Credited Service" means the number of years of credited vesting
service determined in accordance with the provisions of the TriCo
Bancshares Employee Stock Ownership Plan, or any successor thereto, whether
or not the Participant is a participant in such plan, or designated at the
discretion of the Committee.
2.17 Applicable Percentage.
The term "Applicable Percentage" shall mean that percentage of the
Supplemental Retirement Benefits that the Participant is entitled to
receive based on the circumstances surrounding the termination of
Employment. The Applicable Percentage of Supplemental Retirement Benefits
shall accrue on the following basis:
Full Years of Credited Service 1: 0%
Full Years of Credited Service 2: 0%
Full Years of Credited Service 3: 0%
Full Years of Credited Service 4: 0%
Full Years of Credited Service 5: 33%
Full Years of Credited Service 6: 40%
Full Years of Credited Service 7: 47%
Full Years of Credited Service 8: 53%
Full Years of Credited Service 9: 60%
Full Years of Credited Service 10: 67%
Full Years of Credited Service 11: 73%
Full Years of Credited Service 12: 80%
Full Years of Credited Service 13: 87%
Full Years of Credited Service 14: 93%
Full Years of Credited Service 15: 100%
2.18 ESOP Offset.
On or after a Participant's Normal Retirement Date, the term ESOP Offset
will be defined as the Participant's benefit in the form of an Actuarially
Equivalent monthly single-life annuity as defined in 2.1 under the TriCo
Bancshares Employee Stock Ownership Plan, or any successor plan thereto,
using the most recent valuation date prior to termination of employment
with the Employer. Prior to Normal Retirement Date, a Participant's ESOP
Offset will be defined as the Participant's benefit in the form of a
monthly single life annuity commencing at age 62 under the TriCo Bancshares
Employee Stock Ownership Plan, or any successor plan thereto, assuming no
interest is earned by the Participant's account from the most recent
valuation date prior to date of termination of employment with Employer
until age 62. The ESOP Offset will be adjusted to include ESOP shares
liquidated or distributed to a Participant prior to termination of
employment as part of an ESOP distribution or exercise of the Participant's
diversification rights under the ESOP. Shares distributed or diversified
will be valued at the same stock price as shares remaining in the ESOP. For
determining the most recent valuation date prior to termination, if a
participant terminates on or after January 1 in a given year, the valuation
date is December 31 preceding the year of termination.
2.19 Estimated Primary Social Security Benefit.
The age 62 Social Security Primary Insurance Amount payable under the law
in effect at the time of termination based on the maximum pay and career
length allowed and as determined by the Social Security Administration.
2.20 Termination.
"Termination Of Employment" means the Participant's death, retirement or
other voluntary or involuntary termination of employment with the Employer.
A Participant will not be considered to have experienced a Termination Of
Employment if the Participant's employment is continued by a successor with
or into which the Employer merges, consolidates or transfers substantially
all of the assets of the Employer and which assumes the Plan after such
merger, consolidation or transfer. A Termination Of Employment will not be
deemed to have occurred because a Participant is on an authorized leave of
absence if the period of such leave does not exceed the longer of six (6)
months or as long as the individual's right to reemployment with the
Employer is provided either by statute or contract. If the period of the
authorized leave of absence exceeds the longer of six (6) months or the
period during which the Participant's right to reemployment is provided
either by statute or contract, the Participant shall be deemed to have had
a Termination Of Employment on the first business day immediately following
the end of the longer of the two such periods. A Participant will be
considered to have experienced a Termination Of Employment, notwithstanding
the fact that the Participant continues to perform services for the
Employer on a reduced-time basis, provided that the Employer and the
Participant reasonably anticipate that the level of bona fide services that
the Participant will perform after a specified date will permanently
decrease to less than fifty percent (50%) of the average level of bona fide
services provided by the Participant in the immediately preceding
thirty-six (36) months.
7
ARTICLE III
PARTICIPATION AND VESTING
3.1 Eligibility and Participation
(a) Eligibility. Eligibility to participate in the Plan is limited to those
employees of the Employer that are designated, from time to time, by the
Board.
(b) Participation. An employee's participation in the Plan shall be
effective upon notification of such person by the Committee of eligibility
to participate, completion of a Participation Agreement by such person ,
and acceptance of the Participation Agreement by the Committee. Except as
modified by paragraph 3.2 below, participation in the Plan shall continue
until such time as the Participant terminates employment with the Employer
and as long thereafter as the Participant is eligible to receive benefits
under this Plan.
3.2 Change in Employment Status.
If the Board determines that a Participant's employment performance is no
longer at a level which deserves reward through participation in this Plan,
but does not terminate the Participant's employment with the Employer,
participation herein and eligibility to receive benefits hereunder shall be
limited to the Participant's vested interest in such benefits, as
determined by the Applicable Percentage, as of the date designated by the
Board. In such an event, the benefits payable to the Participant shall be
based solely on the Participant's Years of Credited Service and
Compensation as of the date designated by the Board.
3.3 Eligibility for Benefits.
(a) Retirement on Normal Retirement Date: The Applicable Percentage for a
Participant whose employment with the Employer terminates on or after the
Normal Retirement Date shall be 100%.
(b) Retirement on or after Early Retirement Date but before Normal
Retirement Date: The Participant may elect to retire on a date that
constitutes an Early Retirement Date provided the Applicable Percentage is
100% as of the effective date of Retirement.
(c) Termination Without Cause (termination other than Early or Normal
retirement, death, Disability, Voluntary Termination or Termination with
Cause as defined in 3.4). If the Participant's employment is terminated by
the Employer without cause, the Participant's Applicable Percentage shall
be 100% and the Participant shall be eligible to receive benefits pursuant
to the Target Retirement Percentage accrued as of the effective date of
Termination.
(d) Voluntary Termination. If the Employee's employment is terminated by
voluntary resignation other than for Early Retirement, the Employee shall
be entitled to be paid the following benefits:
(i) If the Applicable Percentage is one hundred percent (100%) as of
the date of termination, the Participant shall be entitled to be paid
the Target Retirement Percentage of the Supplemental Retirement
Benefits.
(ii) If the Applicable Percentage is less than one hundred percent
(100%) as of the date of termination, the Participant shall forfeit
any and all rights and benefits the Participant may have under the
terms of this Agreement and shall have no right to be paid any of the
amounts which would otherwise be due or paid to the Participant by the
Employer pursuant to the terms of this Agreement.
(e) Termination Following a Change in Control: In the event a Participant
is terminated pursuant to a Change in Control, the Applicable Percentage
shall be 100%. A termination shall be deemed to be in connection with a
Change in Control if, within two (2) years following the occurrence of a
Change in Control: The Participant's employment with the Employer is
terminated by either the Employee or the Employer other than because of a
Termination for Cause, as defined in 3.4 .
(f) Termination Following the Determination of Disability: The Applicable
Percentage for a Participant whose employment with the Employer terminates
because of Disability shall be 100%.
8
3.4 Termination with Cause.
If a Participant is terminated for any reason identified in (a) (b) (c) or
(d) below, the Participant shall forfeit all benefits payable under this
Plan.
(a) Gross negligence or gross neglect
(b) The commission of a felony, misdemeanor, or any other act involving
moral turpitude, fraud, or dishonesty which has a material adverse impact
on the Bank
(c) The willful and intentional disclosure, without authority, of any
secret or confidential information concerning the Bank which has a material
adverse impact on the Bank.
(d) The willful and intentional violation which has a material adverse
effect upon the Bank of the rules or regulations of any regulatory agency
or government authority having jurisdiction over the Bank.
9
ARTICLE IV
SUPPLEMENTAL RETIREMENT BENEFITS
4.1 Normal Retirement Benefit.
(a) For Participants of the Plan prior to January, 1, 2009, commencing on
the first day of the month coinciding or following a Participant's Normal
Retirement Date, the Employer shall pay to the Participant a monthly
Supplemental Retirement Benefit equal to the Target Retirement Percentage
multiplied by the Participant's Final Average Compensation, less the sum
of:
1) 100% of the Participant's monthly Estimated Primary Social Security
Benefit; and,
2) The Participant's ESOP Offset.
(b) For participants who enter the Plan on or after January, 1, 2009,
commencing on the first day of the month following a Participant's Normal
Retirement Date, the Employer shall pay to the Participant a monthly
Supplemental Retirement Benefit equal to the Target Retirement Percentage
multiplied by the Participant's Final Average Compensation.
4.2 Early Retirement Benefit.
If a Participant retires at an Early Retirement Date, the Employer shall
pay to the Participant, commencing on the first day of the month coinciding
or following a Participant's Early Retirement Date, the Supplemental
Retirement Benefit as determined under Sections 4.1(a) or 4.1(b) and 4.4.
4.3 Early Termination Benefit.
If a Participant terminates employment with the Employer prior to Early
Retirement, the Employer shall pay to the Participant, commencing on the
first day of the month coinciding or following the date on which the
Participant attains age 55, the Supplemental Retirement Benefit as
determined under Sections 4.1(a) or 4.1(b) and 4.4.
4.4 Reduction for Early Commencement of Benefits.
If a Participant receives a Supplemental Retirement Benefit under this Plan
before the Participant's Normal Retirement Date, the monthly Supplemental
Retirement Benefit as determined under Section 4.1 shall be reduced by .5%
per month for each month by which the benefit commencement date precedes
the Participant's age 62; In no event shall the commencement of benefits
precede the Participant's 55th birthday. The percentages stated above shall
be prorated for partial months.
4.5 Form of Benefit Payment.
The Supplemental Retirement Benefit shall be paid in the basic form
provided below, unless, at the Participant's request, the Committee, in its
sole discretion, selects an alternative form. Any form requested by the
Participant shall be considered by the Committee, but shall not be binding.
Any alternative form shall be the Actuarial Equivalent of the basic form of
benefit payments. The basic and alternative forms of payment are as
follows:
(a) Basic Form of Benefit Payments. Monthly single life annuity for the
participant's life.
(b) Alternative Forms of Benefit Payment.
(i) A joint and survivor annuity with an Actuarial Equivalent Value
equal to the Basic Form of Benefit Payments described in 4.5(a) with
payment continued to the survivor in the same amount as the amount
paid to the Participant.
(ii) A joint and survivor annuity with an Actuarial Equivalent Value
equal to the Basic Form of Benefit Payments described in 4.5(a) with
one-half of the payment continued to the survivor.
(iii) Any other Actuarial Equivalent life annuity method which is not
a change in payment form under Code section 409A and as approved by
the Board.
10
4.6 Commencement of Benefit Payments.
Notwithstanding any other provision of the Plan to the contrary, no
benefits shall be paid until six (6) months after Termination of Employment
for any individual participating in the Plan on December 31, 2008 who is a
Specified Employee at the time his or her employment terminates (or at the
time benefit payments are otherwise scheduled to commence). For all
individuals who become Participants on or after January 1, 2009, no
benefits shall be paid under this Article 4 until (six) 6 months after
Termination of Employment. In the event that the six (6) month delay
applies to a Participant, payments that would have been made during the six
(6) month period, but for this section 4.6, will be paid on the first day
of the seventh (7th) month following the Participant's Termination of
Employment and will accrue at an interest rate equal to the first segment
rate of the applicable interest rate under section 2.1. Regular payments
will continue monthly thereafter.
"Specified Employee" - if an Executive is a Key Employee (defined below) of
the Company or any entity that is aggregated with the Company under Code
section 414(b) or (c) as of December 31st of any year (the "Determination
Date"), and the Company (or any entity that is aggregated with the Company
under Code section 414(b) or (c)) has stock that is publicly traded on an
established securities market or otherwise, then the Executive shall be
treated as a Specified Employee during the 12-month period beginning on the
April 1st following the Determination Date. An Executive is a Key Employee
as of a Determination Date if the Executive meets the requirements of Code
section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the
regulations thereunder and disregarding section 416(i)(5)) at any time
during the twelve months preceding the Determination Date.
4.7 Withholding; Payroll Taxes.
The Employer shall withhold from payments made hereunder any taxes required
to be withheld from a Participant's pay under federal, state or local law.
However, a Beneficiary may elect not to have withholding for federal income
tax purposes pursuant to Section 3405(a) (2) of the Internal Revenue Code,
or any successor provision thereto.
4.8 Payment to Guardian.
If a Plan benefit is payable to a minor or a person declared incompetent or
to a person incapable of handling the disposition of his property, the
Committee may direct payment of such Plan benefit to the guardian, legal
representative or such person having the care and custody of such minor,
incompetent or person . The Committee may require proof of incompetency,
minority, incapacity or guardianship as it may deem appropriate prior to
distribution of the Plan benefit. Such distribution shall completely
discharge the Committee and the Employer from all liability with respect to
such benefit.
ARTICLE V
ADMINISTRATION
5.1 Committee; Duties.
This Plan shall be administered by the Committee. The Committee shall have
the authority to make, amend, interpret, and enforce all appropriate rules
and regulations for the administration of this Plan and decide or resolve
any and all questions including interpretations of this Plan, as may arise
in connection with the Plan.
5.2 Agents.
In the administration of this Plan, the Committee may, from time to time,
employ agents and delegate to them such administrative duties as it sees
fit, and may from time to time consult with counsel who may be counsel to
the Employer.
5.3 Binding Effect of Decisions.
The decision or action of the Committee in respect of any question arising
out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having any
interest in the Plan.
5.4 Indemnity of Committee.
The Employer shall indemnify and hold harmless the members of the Committee
against any and all claims, loss, damage, expense, or liability arising
from any action or failure to act with respect to this Plan, except in the
case of gross negligence or willful misconduct.
11
ARTICLE VI
BENEFICIARY DESIGNATION
6.1 Beneficiary Designation.
Each Participant shall have the right, at any time, to designate any person
or persons as his Beneficiary or Beneficiaries (both primary as well as
secondary) to whom benefits under this Plan shall be paid in the event of
his death prior to complete distribution to the Participant of the benefits
due under the Plan. Each Beneficiary designation shall be in a written form
prescribed by the Committee, and will be effective only when filed with the
Committee during the Participant's lifetime.
6.2 Amendments:
Marital Status. Any Beneficiary designation may be changed by a Participant
without the consent of any designated Beneficiary by the filing of a new
Beneficiary designation with the Committee. The filing of a new Beneficiary
designation form will cancel all Beneficiary designations previously filed.
If a Participant's Compensation is community property, any Beneficiary
designation shall be valid or effective only as permitted under applicable
law.
6.3 Default Beneficiary Designation.
If a Participant fails to designate a Beneficiary, or if all designated
Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Participant's
designated Beneficiary shall be deemed to be his or her surviving spouse.
If the Participant has no surviving spouse, any Plan benefits remaining to
be paid to a Beneficiary shall be payable to the Participant's children. If
the Participant has no surviving children, any Plan benefits remaining to
be paid to a Beneficiary shall be payable to the Participant's estate.
6.4 Effect of Payment.
The payment to the deemed Beneficiary shall completely discharge the
Employer's obligations under this Plan.
6.5 Divorce/Beneficiary Designation.
A beneficiary designation naming a Participant's spouse as Beneficiary
shall be deemed revoked upon the Participant's subsequent divorce from the
spouse.
ARTICLE VII
CLAIMS PROCEDURE
7.1 Claim.
Any person claiming a benefit, requesting an interpretation or ruling under
the Plan, or requesting information under the Plan shall present the
request in writing.
Following receipt of a claim for benefits, the Committee shall consider the
claim, and shall provide the Claimant with notice of its determination
regarding the claim within a reasonable period of time, but in no event
later than thirty (90) days following receipt, unless special circumstances
require an extension of time to process the claim. In such a case the
Committee may have up to an additional ninety (90) days from the end of the
initial ninety (90) day period in which to make its determination on the
claim. If such an extension is required, written notice shall be furnished
to the Claimant. The notice of extension shall indicate the special
circumstances requiring the extension and the date by which the Committee
expects to render a determination on the claim.
7.2 Denial of Claim.
If the claim or request is denied, the written notice of denial should
state:
(a) The reason for denial, with specific reference to the Plan provisions
on which the denial is based.
(b) A description of any additional material or information required and an
explanation of why it is necessary.
(c) An explanation of the Plan's claim review procedure.
12
7.3 Review of Claim.
Any person whose claim or request is denied or who has not received a
response within 90 days may request a review by filing a written request
for review with the Committee no later than sixty (60) days after receiving
written notice of the denial. The claim or request shall be reviewed by the
Committee who may, but shall not be required to, grant the claimant a
hearing. On review, the claimant may have representation, examine pertinent
documents, and submit issues and comments in writing.
7.4 Final Decision.
The decision on review shall normally be made within 60 days. If an
extension of time is required for a hearing or other special circumstances,
the claimant shall be notified and the time limit shall be 120 days. The
decision shall be in writing and shall state the reason and the relevant
Plan provisions. All decisions on review shall be final and bind all
parties concerned.
ARTICLE VIII
TERMINATION, SUSPENSION OR AMENDMENT
8.1 Plan Termination.
The Employer, by action of the Board or its designee, can terminate this
Plan in whole or in part at any time and for any reason in its sole and
absolute discretion, in which event all Benefit accruals under the Plan for
affected Participants shall cease, and all Participants' Benefits shall be
paid at the time and in the manner otherwise specified in this Plan. In
addition, the Employer anticipates that it will continue to sponsor the
Plan for an indefinite period of time, there is no guarantee that the Plan
will be continued. Accordingly, the Employer reserves the right to
discontinue its sponsorship of the Plan or to terminate the Plan with
respect to its Employees at any time by action of its Board of Directors.
Upon the termination of the Plan, the affected Participants shall cease
participation in the Plan and shall not accrue any further benefits.
Notwithstanding the foregoing, the Employer's discretionary termination of
this Plan shall not result in the acceleration of payment to a Participant,
except where the right to payment arises in connection with the Employer's
discretionary termination of the Plan under one of the following
circumstances:
(a) Within twelve (12) months following a corporate dissolution taxed under
Code section 331, or with the approval of a bankruptcy court pursuant to
section 503(b)(1)(A) of Title 11 of the United States Code, provided that
an affected Participant's Benefits under the Plan are included in such
Participant's income on the latest of:
(i) The calendar year in which the Plan terminates;
(ii) The calendar year in which the amount is no longer subject to a
substantial risk of forfeiture; or
(iii) The first calendar year in which the payment is administratively
practicable;
(b) Within the thirty (30) days preceding or the twelve (12) months
following a Change In Control, provided that all arrangements sponsored by
the Employer, that would be aggregated with any terminated arrangement
under Treasury regulations section 1.409A-1(c) if a Participant
participated in all of the arrangements, are terminated, such that a
Participant and all other participants under substantially similar
arrangements are required to receive all amounts of compensation deferred
under the terminated arrangements within twelve (12) months of the date of
termination of the arrangements;
(c) Where:
(i) The termination and liquidation does not occur proximate to a
downturn in the financial health of the Employer;
(ii) The Employer terminates all arrangements sponsored by the
Employer that would be aggregated with any terminated arrangement
under Treasury regulations section 1.409A-1(c) if a Participant
participated in all of the arrangements;
(iii) No payments are made within twelve (12) months of the
termination, other than payments that would have been payable if the
termination had not occurred;
(iv) All payments are made within twenty-four (24) months of the
termination; and
(v) The Employer does not adopt a new deferred compensation plan that
would be aggregated with any terminated arrangement under Treasury
regulations section 1.409A-1(c), if a Participant participated in both
arrangements, within three (3) years following the date the Employer
takes all necessary action to irrevocably terminate and liquidate the
Plan; or
(d) Upon such other events and conditions as the Commissioner of the
Internal Revenue Service may prescribe in generally applicable guidance
published in the Internal Revenue Bulletin
8.2 Amendment.
The Board may amend this Plan at any time or from time to time. Any
amendment may provide different benefits or amounts of benefits from those
herein set forth. However, no such amendment shall adversely affect the
benefits of Participants which have accrued prior to such action, the
benefits of any Participant who has previously retired, or the benefits of
any Beneficiary of a Participant who has previously died. Furthermore, no
amendment shall alter the applicability of the percentage in Section 2.17
with respect to a Participant's accrued benefit at the time of such
amendment.
13
ARTICLE IX
MISCELLANEOUS
9.1 Unfunded Plan.
This Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of "management or
highly compensated employees" within the meaning of Sections 201, 301, and
401 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and therefore to be exempt from the provisions of Parts 2, 3,
and 4 of Title I ERlSA Accordingly, the Plan shall terminate and no further
benefits shall be paid hereunder in the event it is determined by a court
of competent jurisdiction or by an opinion of counsel that the Plan
constitutes an employee pension benefit plan within the meaning of Section
3(2) of ERlSA which is not so exempt.
9.2 Unsecured General Creditor.
Participants and their Beneficiaries, heirs, successors, and assigns shall
have no legal or equitable rights, interest or claims in any property or
assets of the Employer, nor shall they be Beneficiaries of, or have any
rights, claims or interests in any life insurance policies, annuity
contracts, or the proceeds therefrom owned or which may be acquired by the
Employer. Except as may be provided in Section 8.3, such policies, annuity
contracts or other assets of the Employer shall not be held under any trust
for the benefit of Participants, their Beneficiaries, heirs, successors or
assigns, or held in any way as collateral security for the fulfilling of
the obligations of the Employer under this Plan. Any and all of the
Employer's assets and policies shall be, and remain, the general,
unpledged, unrestricted assets of the Employer. The Employer's obligation
under the Plan shall be that of an unfunded and unsecured promise to pay
money in the future.
14
9.3 Trust Fund.
The Employer shall be responsible for the payment of all benefits provided
under the Plan. At its discretion, the Employer may establish one or more
trusts, with such trustee as the Board may approve, for the purpose of
providing for the payment of such benefits. Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the claims of the
Employer's creditors. To the extent any benefits provided under the Plan
are actually paid from any such trust, the Employer shall have no further
obligation with respect thereto, but to the extent not so paid, such
benefits shall remain the obligation of, and shall be paid by, the
Employer.
9.4 Nonassignabiliy.
Neither a Participant nor any other person shall have any right to commute,
sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the amounts,
if any, payable hereunder, or any part thereof, which are, and all rights
to which are, expressly declared to be unassignable and nontransferable. No
part of the Amount payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony
or separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any
other person's bankruptcy or insolvency.
9.5 Not a Contract of Employment.
The terms and conditions of this Plan shall not be deemed to constitute a
contract of employment between the Employer and the Participant, and the
Participant (or his Beneficiary) shall have no rights against the Employer
except as may otherwise be specifically provided herein. Moreover, nothing
in this Plan shall be deemed to give a Participant the right to be retained
in the service of the Employer or to interfere with the right of the
Employer to discipline or discharge him at any time.
9.6 Terms.
Whenever any words are used herein in the masculine, they shall be
construed as though they were used in the feminine in all cases where they
would so apply; and wherever any words are used herein in the singular or
in the plural, they shall be construed as though they were used in the
plural or singular, as the case may be, in all cases where they would so
apply.
9.7 Captions.
The captions of the articles, sections, and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or
construction of any of its provisions.
9.8 Governing Law.
The provisions of this Plan shall be construed, interpreted, and governed
in all respects in accordance with applicable federal law and, to the
extent not preempted by such federal law, in accordance with the laws of
the State of California.
9.9 Validity.
If any provision of this Plan shall be held illegal or invalid for any
reason, the remaining provisions shall nevertheless continue in full force
and effect without being impaired or invalidated in any way.
9.10 Notice.
Any notice or filing required or permitted to be given to the Committee
under the Plan shall be sufficient in writing and hand delivered, or sent
by registered or certified mail, to any member of the Committee, or to the
Employer's statutory agent. Such notice shall be deemed given as of the
date of delivery or, if delivery is made by mail, as of the date shown on
the postmark on the receipt for registration or certification.
15
9.11 Successors.
The provisions of this Plan shall bind and inure to the benefit of the
Employer and its successors and assigns. The term successors as used herein
shall include any corporate or other business entity which shall, whether
by merger, consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of the Employer, and
successors of any such corporation or other business entity.
TRICO BANCSHARES
By: _________________________
William Casey, Chairman
By: _________________________
Secretary
16
Exhibit 1
Participation Agreement
The TriCo Bancshares 2009 Supplemental Executive Retirement Plan
Participant: (INSERT NAME)___________________
Eligibility Date: (INSERT DATE OF ELIGIBILITY)______
The above named Participant is authorized to receive benefits pursuant to the
2009 TriCo Bancshares Supplemental Executive Retirement Plan. Benefit accrual
shall commence as of the Eligibility Date listed above.
Waiver and Release of Claims
In granting this benefit to the Participant, TriCo Bancshares and the
Participant acknowledge that any benefits earned in the 1987 Plan are frozen at
the level accrued as of December 31, 2003. The parties mutually agree that these
benefits will be provided by the 2009 TriCo Bancshares Supplemental Executive
Retirement Plan which replaces any benefits the Participant may have been
eligible to receive pursuant to the Tri Counties Bank Supplemental Executive
Retirement Plan effective September 1, 1987. The parties mutually agree that any
obligations due the Participant under the terms of the 1987 Plan are fully
satisfied by the benefits provided by the TriCo Bancshares 2009 Supplemental
Executive Retirement Plan.
Participant: __________________________ __________________________
(Signature) (Print Name)
TriCo Bancshares: __________________________
(authorized executive)
Date: ___________________
17
EXHIBIT 2
Beneficiary Designation Form
The 2009 TriCo Bancshares Supplemental Executive Retirement Plan
I. PRIMARY DESIGNATION
(You may refer to the beneficiary designation information prior to
completion of this form.)
A. Person(s) as a Primary Designation:
(please indicate the percentage for each beneficiary.)
Name______________________________ Relationship ____________ / ________%
Address:________________________________________________________________
(Street) City) (State) (Zip)
Name______________________________ Relationship ____________ / ________%
Address:________________________________________________________________
(Street) (City) (State) (Zip)
Name______________________________ Relationship ____________ / ________%
Address:________________________________________________________________
(Street) (City) (State) (Zip)
B. Estate as a Primary Designation:
My Primary Beneficiary is The Estate of ____________________________.
C. Trust as a Primary Designation:
Name of the Trust: __________________________________________________
Execution Date of the Trust: ______ / ______ / ___________
Name of the Trustee: ________________________________________________
Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
------------------------------------------------------------------
------------------------------------------------------------------
Is this an Irrevocable Life Insurance Trust? Yes _____ No _____
(If yes and this designation is for a Split Dollar agreement, an Assignment
of Rights form should be completed.)
18
II.SECONDARY (CONTINGENT) DESIGNATION
A. Person(s) as a Secondary (Contingent) Designation: (please indicate the
percentage for each beneficiary.)
Name______________________________ Relationship ____________ / ________%
Address:________________________________________________________________
(Street) (City) (State) (Zip)
Name______________________________ Relationship ____________ / ________%
Address:________________________________________________________________
(Street) (City) (State) (Zip)
Name______________________________ Relationship ____________ / ________%
Address:________________________________________________________________
(Street) (City) (State) (Zip)
B. Estate as a Secondary (Contingent) Designation:
My Secondary Beneficiary is The Estate of _____________________________.
C. Trust as a Secondary (Contingent) Designation:
Name of the Trust: __________________________________________________
Execution Date of the Trust: ______ / ______ / ___________
Name of the Trustee: ________________________________________________
Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
------------------------------------------------------------------
------------------------------------------------------------------
All sums payable under this Agreement by reason of my death shall be paid to the
Primary Beneficiary(ies), if he or she survives me, and if no Primary
Beneficiary(ies) shall survive me, then to the Secondary (Contingent)
Beneficiary(ies). This beneficiary designation is valid until the participant
notifies the bank in writing.
_________________________ ____________________
Participant's Signature Date