Attached files
| file | filename |
|---|---|
| EX-32 - EX-32 - Sound Financial Bancorp, Inc. | ex-32q42020.htm |
| EX-31.1 - EX-31.1 - Sound Financial Bancorp, Inc. | ex-311q42020.htm |
| EX-23 - EX-23 - Sound Financial Bancorp, Inc. | exhibit2312312010-k.htm |
| 10-K - 10-K - Sound Financial Bancorp, Inc. | sfbc-20201231.htm |
EXHIBIT 10.10
THE EXECUTIVE NONQUALIFIED EXCESS PLAN
ADOPTION AGREEMENT
THIS AGREEMENT is the adoption by Sound Community Bank (the "Company") of the Executive Nonqualified Excess Plan ("Plan").
W I T N E S S E T H:
WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan; and
WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and shall apply to amounts subject to section 409A; and
WHEREAS, the Company has been advised by Principal Life Insurance Company to obtain legal
and tax advice from its professional advisors before adopting the Plan,
NOW, THEREFORE, the Company hereby adopts the Plan in accordance with the terms and
conditions set forth in this Adoption Agreement:
ARTICLE I
Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Employer hereby represents and warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan.
ARTICLE II
The Employer hereby makes the following designations or elections for the purpose of the Plan:
2.6 Committee: The duties of the Committee set forth in the Plan shall be satisfied by:
XX (a) Company
__ (b) The administrative committee appointed by the Board to serve at the pleasure
of the Board.
of the Board.
__ (c) Board.
__ (d) Other (specify):
EXHIBIT 10.10
2.8 Compensation: The "Compensation" of a Participant shall mean all of a Participant's:
XX (a) Base salary.
XX (b) Service Bonus.
__ Service Bonus earned from 1/1 – 12/31, paid on or around first quarter
of the following Plan Year.
of the following Plan Year.
XX Quarterly Bonus earned each calendar quarter, paid on or around the
following calendar quarter.
following calendar quarter.
__ Service Bonus with no defined earnings period (e.g.: a “spot bonus”)
XX (c) Performance-Based Compensation earned in a period of 12 months or more.
XX Annual Executive Bonus earned from 1/1 – 12/31, paid on or around
first quarter the following Plan Year and whose elections must be made
no later than 6/30 of the Plan Year it is earned.
first quarter the following Plan Year and whose elections must be made
no later than 6/30 of the Plan Year it is earned.
__ Performance Based Bonus earned from _______, paid on or around
_________ the following Plan Year and whose elections must be made
no later than _____ of the Plan Year it is earned.
_________ the following Plan Year and whose elections must be made
no later than _____ of the Plan Year it is earned.
XX (d) Commissions.
__ (e) Compensation received as an Independent Contractor reportable on Form 1099.
__ (f) Other:
2.9 Crediting Date: The Deferred Compensation Account of a Participant shall be credited as
follows:
follows:
Participant Deferral Credits at the time designated below:
XX (a) On any business day as specified by the Employer.
__ (b) Each pay day as reported by the Employer.
__ (c) The last business day of each payroll period during the Plan Year.
Employer Credits at the time designated below:
XX (a) On any business day as specified by the Employer.
EXHIBIT 10.10
2.13 Effective Date:
__ (a) This is a newly-established Plan, and the Effective Date of the Plan is
_____________.
_____________.
XX (b) This is an amendment of a plan named Sound Community Bank Nonqualified
Deferred Compensation Plan dated January 1, 2017 and governing all
contributions to the plan through March 31, 2020. The Effective Date of this
amended Plan is April 1, 2020.
Deferred Compensation Plan dated January 1, 2017 and governing all
contributions to the plan through March 31, 2020. The Effective Date of this
amended Plan is April 1, 2020.
2.20 Normal Retirement Age: The Normal Retirement Age of a Participant shall be:
XX (a) Age 65.
__ (b) The later of age ___ or the _______ anniversary of the participation
commencement date. The participation commencement date is the first day of
the first Plan Year in which the Participant commenced participation in the Plan.
commencement date. The participation commencement date is the first day of
the first Plan Year in which the Participant commenced participation in the Plan.
__ (c) Other: _____________________________________.
2.23 Participating Employer(s): As of the Effective Date, the following Participating Employer(s) are
parties to the Plan:
parties to the Plan:
Name of Employer EIN
Sound Community Bank 91-0619653
2.26 Plan: The name of the Plan is
Sound Community Bank Nonqualified Deferred Compensation Plan.
2.28 Plan Year: The Plan Year shall end each year on the last day of the month of December.
2.30 Seniority Date: The date on which a Participant has:
__ (a) Attained age __.
__ (b) Completed __ Years of Service from First Date of Service.
__ (c) Attained age __and completed __Years of Service from First Date of Service.
XX (d) Not applicable – distribution elections for Separation from Service are not based
on Seniority Date.
on Seniority Date.
EXHIBIT 10.10
4.1 Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant
may elect to have his Compensation (as selected in Section 2.8 of this Adoption Agreement)
deferred within the annual limits below by the following percentage or amount as designated in
writing to the Committee:
may elect to have his Compensation (as selected in Section 2.8 of this Adoption Agreement)
deferred within the annual limits below by the following percentage or amount as designated in
writing to the Committee:
XX (a) Base salary:
minimum deferral: _________%
maximum deferral: ____80___%
XX (b) Service Bonus:
XX Quarterly Bonus
minimum deferral: _________%
maximum deferral: ____80___ %
XX (c) Performance-Based Compensation:
XX Annual Executive Bonus
minimum deferral: __________%
maximum deferral: ____80____%
XX (d) Commissions:
minimum deferral: __________%
maximum deferral: ____80____%
__ (e) Form 1099 Compensation:
minimum deferral: __________%
maximum deferral: __________%
__ (f) Other:
minimum deferral: __________%
maximum deferral: __________%
__ (g) Participant deferrals not allowed.
EXHIBIT 10.10
4.1.2 Participant Deferral Credits and Employer Credits – Election Period: Participant elections
regarding Participant Deferral Credits and Employer Credits shall be subject to the following
effective periods (one must be selected):
regarding Participant Deferral Credits and Employer Credits shall be subject to the following
effective periods (one must be selected):
XX (a) Evergreen election. An election made by the Participant shall continue in effect
for subsequent years until modified by the Participant as permitted in Section 4.1
and Section 4.2. (This option is not permitted if source year accounts are elected
in Section 4.3)
for subsequent years until modified by the Participant as permitted in Section 4.1
and Section 4.2. (This option is not permitted if source year accounts are elected
in Section 4.3)
__ (b) Non-Evergreen election. Any election made by the Participant shall only remain
in effect for the current election period and will then expire. An election for each
subsequent year will be required as permitted in Sections 4.1 and 4.2.
in effect for the current election period and will then expire. An election for each
subsequent year will be required as permitted in Sections 4.1 and 4.2.
4.2 Employer Credits: Employer Credits will be made in the following manner:
XX (a) Employer Credits 1 (Employer Discretionary Credits): The Employer may
make discretionary credits to the Deferred Compensation Account of each
Active Participant in an amount determined as follows:
make discretionary credits to the Deferred Compensation Account of each
Active Participant in an amount determined as follows:
XX (i) An amount determined each Plan Year by the Employer.
__ (ii) Other: _______________________________________.
XX (b) Employer Credits 2 (Other Employer Credits): The Employer may make
other credits to the Deferred Compensation Account of each Active Participant
in an amount determined as follows:
other credits to the Deferred Compensation Account of each Active Participant
in an amount determined as follows:
XX (i) An amount determined each Plan Year by the Employer.
__ (ii) Other: _______________________________________.
XX (b) Employer Credits 3 (3-year Credits): The Employer may make other credits to
the Deferred Compensation Account of each Active Participant in an amount
determined as follows:
the Deferred Compensation Account of each Active Participant in an amount
determined as follows:
XX (i) An amount determined each Plan Year by the Employer.
__ (ii) Other: _______________________________________.
XX (b) Employer Credits 4 (5-year Credits): The Employer may make other credits to
the Deferred Compensation Account of each Active Participant in an amount
determined as follows:
the Deferred Compensation Account of each Active Participant in an amount
determined as follows:
XX (i) An amount determined each Plan Year by the Employer.
__ (ii) Other: _______________________________________.
__ (c) Employer Credits not allowed.
EXHIBIT 10.10
4.3 Deferred Compensation Account: The Participant is permitted to establish the following
accounts:
accounts:
XX (a) Non-source year account(s). Deferred Compensation Account(s) will not be
established on a source year basis:
established on a source year basis:
__ (i) A Participant may establish only one account to be distributed upon
Separation from Service. One set of payment options for that account is
allowed as permitted in Section 7.1. Additional In-Service or Education
accounts may be established as permitted in Section 5.4.
Separation from Service. One set of payment options for that account is
allowed as permitted in Section 7.1. Additional In-Service or Education
accounts may be established as permitted in Section 5.4.
XX (ii) A Participant may establish multiple accounts to be distributed upon
Separation from Service. Each account may have one set of payment
options as permitted in Section 7.1 Additional In-Service or Education
accounts may be established as permitted in Section 5.4. If this multiple
account option is elected, the Participant will also be required to elect
Separation from Service payment options for each In-Service or
Education account established.
Separation from Service. Each account may have one set of payment
options as permitted in Section 7.1 Additional In-Service or Education
accounts may be established as permitted in Section 5.4. If this multiple
account option is elected, the Participant will also be required to elect
Separation from Service payment options for each In-Service or
Education account established.
__ (b) Source year account(s): Annual Deferred Compensation Account(s) will be
established each year in which Participant Deferral Credits or Employer Credits
are credited to the Participant. Only one account may be established each year
for distribution upon Separation from Service. One set of payment options for
that account is allowed as permitted in Section 7.1. Additional In-Service or
Education accounts may be established for each source year as permitted in
Section 5.4. If this option is selected, Evergreen elections as described in Section
4.1.2 are not permitted.
established each year in which Participant Deferral Credits or Employer Credits
are credited to the Participant. Only one account may be established each year
for distribution upon Separation from Service. One set of payment options for
that account is allowed as permitted in Section 7.1. Additional In-Service or
Education accounts may be established for each source year as permitted in
Section 5.4. If this option is selected, Evergreen elections as described in Section
4.1.2 are not permitted.
5.2 Disability of a Participant:
XX (a) A Participant's becoming Disabled shall be a Qualifying Distribution Event and
the Deferred Compensation Account shall be paid by the Employer as provided
in Section 7.1.
the Deferred Compensation Account shall be paid by the Employer as provided
in Section 7.1.
__ (b) A Participant becoming Disabled shall not be a Qualifying Distribution Event.
5.3 Death of a Participant: If the Participant dies while in Service, the Employer shall pay a benefit
to the Beneficiary in an amount equal to the vested balance in the Deferred Compensation Account
of the Participant determined as of the date payments to the Beneficiary commence, plus:
to the Beneficiary in an amount equal to the vested balance in the Deferred Compensation Account
of the Participant determined as of the date payments to the Beneficiary commence, plus:
__ (a) An amount to be determined by the Committee.
XX (b) No additional benefits.
EXHIBIT 10.10
5.4 In-Service or Education Distributions: In-Service and Education Accounts are permitted under
the Plan:
the Plan:
XX (a) In-Service Accounts are allowed with respect to:
__ Participant Deferral Credits only.
__ Employer Credits only.
XX Participant Deferral and Employer Credits.
In-service distributions may be made in the following manner:
XX Single lump sum payment.
XX Annual installments over a term certain not to exceed 5 years.
Education Accounts are allowed with respect to:
__ Participant Deferral Credits only.
__ Employer Credits only.
__ Participant Deferral and Employer Credits.
Education Accounts distributions may be made in the following manner:
__ Single lump sum payment.
__ Annual installments over a term certain not to exceed __ years.
If applicable, amounts not vested at the time payments due under this Section
cease will be:
cease will be:
__ Forfeited
XX Distributed at Separation from Service if vested at that time
__ (b) No In-Service or Education Distributions permitted.
5.5 Change in Control Event:
__ (a) Participants may elect upon initial enrollment to have accounts distributed
upon a Change in Control Event.
upon a Change in Control Event.
XX (b) A Change in Control shall not be a Qualifying Distribution Event.
5.6 Unforeseeable Emergency Event:
XX (a) Participants may apply to have accounts distributed upon an Unforeseeable
Emergency event.
Emergency event.
__ (b) An Unforeseeable Emergency shall not be a Qualifying Distribution Event.
EXHIBIT 10.10
6. Vesting: An Active Participant shall be fully vested in the Employer Credits made to the
Deferred Compensation Account upon the first to occur of the following events:
Deferred Compensation Account upon the first to occur of the following events:
__ (a) Normal Retirement Age.
XX (b) Death.
XX (c) Disability.
XX (d) Change in Control Event
XX (e) Satisfaction of the vesting requirement as specified below:
XX Employer Credits 1 (Employer Discretionary Credits):
__ (i) Immediate 100% vesting.
XX (ii) 100% vesting after 3 Years of Service.
__ (iii) 100% vesting at age __.
__ (iv) Number of Years Vested
of Service Percentage
Less than 1 _____%
1 _____%
2 _____%
3 _____%
4 _____%
5 _____%
6 _____%
For this purpose, Years of Service of a Participant shall be calculated from the
date designated below:
date designated below:
__ (1) First day of Service.
XX (2) Effective date of Plan participation.
__ (3) Each Crediting Date. Under this option (3), each Employer
Credit shall vest based on the Years of Service of a Participant
from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred
Compensation Account.
Credit shall vest based on the Years of Service of a Participant
from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred
Compensation Account.
EXHIBIT 10.10
XX Employer Credits 2 (Other Employer Credits):
__ (i) Immediate 100% vesting.
__ (ii) 100% vesting after __ Years of Service.
__ (iii) 100% vesting at age __.
XX (iv) Number of Years Vested
of Service Percentage
Less than 1 __0__%
1 __0__ %
2 __20_ %
3 __40_ %
4 __60_ %
5 __80_ %
6 _100_ %
For this purpose, Years of Service of a Participant shall be calculated from the
date designated below:
date designated below:
XX (1) First day of Service.
__ (2) Effective date of Plan participation.
__ (3) Each Crediting Date. Under this option (3), each Employer
Credit shall vest based on the Years of Service of a Participant
from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred
Compensation Account.
Credit shall vest based on the Years of Service of a Participant
from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred
Compensation Account.
EXHIBIT 10.10
XX Employer Credits 3 (3-year Credits):
__ (i) Immediate 100% vesting.
XX (ii) 100% vesting after 3 Years of Service.
__ (iii) 100% vesting at age __.
__ (iv) Number of Years Vested
of Service Percentage
Less than 1 _____%
1 _____%
2 _____%
3 _____%
4 _____%
5 _____%
6 _____%
For this purpose, Years of Service of a Participant shall be calculated from the
date designated below:
date designated below:
__ (1) First day of Service.
__ (2) Effective date of Plan participation.
XX (3) Each Crediting Date. Under this option (3), each Employer
Credit shall vest based on the Years of Service of a Participant
from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred
Compensation Account. If contributions are received on May
1st of this year, vesting should be calculated from Feb 1st
Credit shall vest based on the Years of Service of a Participant
from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred
Compensation Account. If contributions are received on May
1st of this year, vesting should be calculated from Feb 1st
EXHIBIT 10.10
XX Employer Credits 4 (5-year Credits):
__ (i) Immediate 100% vesting.
__ (ii) 100% vesting after __ Years of Service.
__ (iii) 100% vesting at age __.
XX (iv) Number of Years Vested
of Service Percentage
Less than 1 __0__ %
1 __20_ %
2 __40_ %
3 __60_ %
4 __80_ %
5 _100_ %
6 _____%
For this purpose, Years of Service of a Participant shall be calculated from the
date designated below:
date designated below:
__ (1) First day of Service.
__ (2) Effective date of Plan participation.
XX (3) Each Crediting Date. Under this option (3), each Employer
Credit shall vest based on the Years of Service of a Participant
from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred
Compensation Account. If contributions are received on May
1st of this year, vesting should be calculated from Feb 1st
Credit shall vest based on the Years of Service of a Participant
from the Crediting Date on which each Employer
Discretionary Credit is made to his or her Deferred
Compensation Account. If contributions are received on May
1st of this year, vesting should be calculated from Feb 1st
EXHIBIT 10.10
7.1 Payment Options: Any benefit payable under the Plan upon a permitted Qualifying Distribution
Event may be made to the Participant or his Beneficiary (as applicable) in any of the following
payment forms, as selected by the Participant in the Participation Agreement:
Event may be made to the Participant or his Beneficiary (as applicable) in any of the following
payment forms, as selected by the Participant in the Participation Agreement:
(a) Separation from Service (Seniority Date is Not Applicable)
XX (i) A lump sum.
XX (ii) Annual installments over a term certain as elected by the Participant not
to exceed 10 years.
to exceed 10 years.
(b) Separation from Service prior to Seniority Date (If Applicable)
__ (i) A lump sum.
XX (ii) Not Applicable
(c) Separation from Service on or After Seniority Date (If Applicable)
__ (i) A lump sum.
__ (ii) Annual installments over a term certain as elected by the Participant not
to exceed __years.
to exceed __years.
XX (iii) Not Applicable
(d) Separation from Service Upon a Change in Control Event
XX (i) A lump sum.
(e) Death
XX (i) A lump sum.
__ (ii) Annual installments over a term certain as elected by the Participant not
to exceed __ years.
to exceed __ years.
(f) Disability
XX (i) A lump sum.
XX (ii) Annual installments over a term certain as elected by the Participant not
to exceed 10 years.
to exceed 10 years.
__ (iii) Not applicable.
If applicable, amounts not vested at the time payments due under this Section cease will
be:
be:
__ Forfeited
__ Distributed at Separation from Service if vested at that time
EXHIBIT 10.10
(g) Change in Control Event
__ (i) A lump sum.
XX (ii) Not Applicable
If applicable, amounts not vested at the time payments due under this Section cease will
be:
be:
__ Forfeited
__ Distributed at Separation from Service if vested at that time
7.4 De Minimis Amounts.
__ (a) Notwithstanding any payment election made by the Participant, the
vested balance in all Deferred Compensation Account(s) of the
Participant will be distributed in a single lump sum payment at the time
designated under the Plan if at the time of a permitted Qualifying
Distribution Event that is either a Separation from Service, death,
Disability (if applicable) or Change in Control Event (if applicable) the
vested balance does not exceed $_____ .
vested balance in all Deferred Compensation Account(s) of the
Participant will be distributed in a single lump sum payment at the time
designated under the Plan if at the time of a permitted Qualifying
Distribution Event that is either a Separation from Service, death,
Disability (if applicable) or Change in Control Event (if applicable) the
vested balance does not exceed $_____ .
In addition, the Employer may distribute a Participant's vested balance
in all Deferred Compensation Account(s) of the Participant at any time
if the balance does not exceed the limit in Section 402(g)(1)(B) of the
Code and results in the termination of the Participant's entire interest in
the Plan and any other Employer plan subject to aggregation under
Section 409A of the Code.
in all Deferred Compensation Account(s) of the Participant at any time
if the balance does not exceed the limit in Section 402(g)(1)(B) of the
Code and results in the termination of the Participant's entire interest in
the Plan and any other Employer plan subject to aggregation under
Section 409A of the Code.
XX (b) There shall be no pre-determined de minimis amount under the Plan;
however, the Employer may distribute a Participant's vested balance at
any time if the balance does not exceed the limit in Section
402(g)(1)(B) of the Code and results in the termination of the
Participant's entire interest in the Plan and any other Employer plan
subject to aggregation under Section 409A of the Code.
however, the Employer may distribute a Participant's vested balance at
any time if the balance does not exceed the limit in Section
402(g)(1)(B) of the Code and results in the termination of the
Participant's entire interest in the Plan and any other Employer plan
subject to aggregation under Section 409A of the Code.
10.1 Contractual Liability: Liability for payments under the Plan shall be the responsibility of the:
XX (a) Company.
__ (b) Employer or Participating Employer who employed the Participant
when amounts were deferred.
when amounts were deferred.
14. Amendment and Termination of Plan: Notwithstanding any provision in this Adoption
Agreement or the Plan to the contrary, Section ______ of the Plan shall be amended to read as
provided in attached Exhibit _____________
Agreement or the Plan to the contrary, Section ______ of the Plan shall be amended to read as
provided in attached Exhibit _____________
XX There are no amendments to the Plan.
17.8 Construction: The provisions of the Plan shall be construed and enforced according to the laws of
the State of Washington, except to the extent that such laws are superseded by ERISA and the
applicable provisions of the Code.
the State of Washington, except to the extent that such laws are superseded by ERISA and the
applicable provisions of the Code.
EXHIBIT 10.10
IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.
Sound Community Bank
Name of Employer
By: _______________________
Authorized Person
Date: ______________