Common use of Opportunity To Consult With Independent Advisors Clause in Contracts

Opportunity To Consult With Independent Advisors. Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances Executive acknowledges and agrees shall be the sole responsibility of Executive notwithstanding any other term or provision of this Agreement. Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED AND READ OR HAS HAD THE OPPORTUNITY TO READ THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE AGREEMENTS TO ARBITRATION OF DISPUTES UNDER PARAGRAPHS 6.6 AND 8.2. EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT REQUIRES THAT DISPUTES THAT INVOLVE THE MATTERS SUBJECT TO THE AGREEMENT BE SUBMITTED TO MEDIATION OR ARBITRATION PURSUANT TO THE ARBITRATION AGREEMENT RATHER THAN TO A JUDGE AND JURY IN COURT. COLUMBIA STATE BANK Xxxx Xxxxxx /s/ XXXX XXXXXX Date: JULY 25, 2018 EVP/Chief Human Resources Officer /s/ XXXXXXX X. XXXXXXX XXXXXXX X. XXXXXXX Executive- Signature and Date Print Name EXHIBIT A TO THE COLUMBIA STATE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

Appears in 1 contract

Samples: Supplemental Executive Retirement Plan Agreement (Columbia Banking System Inc)

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Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. EXECUTIVE ACKNOWLEDGES THAT HE EXECUTIVE HAS RECEIVED AND READ OR HAS HAD THE OPPORTUNITY TO READ THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE AGREEMENTS TO ARBITRATION OF DISPUTES UNDER PARAGRAPHS 6.6 AND 8.2. EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT REQUIRES THAT DISPUTES THAT INVOLVE THATINVOLVE THE MATTERS SUBJECT TO THE AGREEMENT BE SUBMITTED TO MEDIATION OR ARBITRATION PURSUANT TO THE ARBITRATION AGREEMENT RATHER THAN TO A JUDGE AND JURY IN COURT. COLUMBIA STATE BANK Xxxx Xxxxxx /s/ XXXX XXXXX XXXXXX Date: JULY 25, 2018 2/25/2019 EVP/Chief Human Resources Officer /s/ XXXXXXX X. XXXXXXX XXXXXXX X. XXXXXXX XXXX XXX XXXX XXX Executive- Signature and Date Print Name EXHIBIT A TO THE COLUMBIA STATE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTAGREEMENT FOR XXXX XXX The following table is intended ONLY to demonstrate Executive’s projected salary at various times and based on the assumptions below. This table does not address actual benefits to be paid based on the varying circumstances of Separation From Service, Change in Control, etc. When applicable, however, the following does reflect benefits being paid out prior to attainment of the Early Retirement Age and reduced by the Early Commencement Reduction Factor. The illustration below is provided ONLY as an example of potential salary and benefit amounts, and the amounts reflected are in no way a guarantee of benefits owing. Additionally, a 3% annual salary increase has been assumed, and the below does not reflect the mandatory reduction in payments required under Article V(i) or (ii) of the Agreement. Furthermore, “assumptions” have been used to calculate these amounts, but actual amounts will only be determinable at the time benefits become due. Thus, there can be no guarantee of salary or benefits at the time this agreement is put into place. Age Date of Separation from Service Projected Salary Three Year Average 60% of Three Year Average Applicable Percentage Adjusted Benefit Benefit Payment Stream December 14th 2024 Benefit Payment Stream March 11th 2025 59.23 11-Mar-19 $300,000 $272,500 $163,500 —% $— 60.23 11-Mar-20 $309,000 $284,667 $170,800 —% $— 61.23 11-Mar-21 $318,270 $309,090 $185,454 15% $— 62.23 11-Mar-22 $327,818 $318,363 $191,018 20% $— 63.23 11-Mar-23 $337,653 $327,914 $196,748 25% $— 64.23 11-Mar-24 $347,782 $337,751 $202,651 30% $— 65.00 14-Dec-24 $358,216 $350,467 $210,280 34% $71,092 $71,092 65.23 11-Mar-25 $358,216 $350,467 $210,280 35% $73,598 $72,514 $73,598 66.23 11-Mar-26 $368,962 $358,294 $214,976 40% $85,991 $73,964 $75,070 67.23 11-Mar-27 $380,031 $369,070 $221,442 45% $99,649 $75,443 $76,571 68.23 11-Mar-27 $391,432 $380,142 $228,085 50% $114,043 $76,952 $78,103 69.23 11-Mar-28 $403,175 $391,546 $234,928 55% $129,210 $78,491 $79,665 70.23 11-Mar-29 $415,270 $403,292 $241,975 60% $145,185 $80,061 $81,258 71.23 11-Mar-30 $427,728 $415,391 $249,235 65% $162,003 $81,662 $82,883 72.23 11-Mar-31 $440,560 $427,853 $256,712 70% $179,698 $83,295 $84,541 73.23 11-Mar-32 $453,777 $440,688 $264,413 75% $198,310 $84,961 $86,232 74.23 11-Mar-33 $467,390 $453,909 $272,345 80% $217,876 $86,661 $87,956 75.23 11-Mar-34 $481,412 $467,526 $280,516 85% $238,438 $88,394 $89,716 76.23 11-Mar-35 $495,854 $481,552 $288,931 90% $260,038 $90,162 $91,510 77.23 11-Mar-36 $510,730 $495,999 $297,599 95% $282,719 $91,965 $93,340 78.23 11-Mar-37 $526,052 $510,879 $306,527 100% $306,527 $93,804 $95,207 79.23 11-Mar-38 $541,833 $526,205 $315,723 105% $331,509 $95,680 $97,111 80.23 $97,594 $99,053 81.23 $99,546 $101,034 82.23 $101,537 $103,055 83.23 $103,567 $105,116 84.23 $105,639 $107,218 85.23 $107,752 $109,363 86.23 $109,907 $111,550 87.23 $112,105 $113,781 88.23 $114,347 $116,057 Net Present Value of Future Payment Streams: 4.09% $1,352,946 $1,357,184 EXHIBIT B TO THE COLUMBIA STATE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR XXXX XXX DISTRIBUTION ELECTION FORM Pursuant to the terms of the Columbia State Bank Supplemental Executive Compensation Agreement (“Agreement”), effective as of February 1, 2019, I have been granted a supplemental compensation benefit. Terms which are “defined terms” in the Agreement shall have the same meaning within this Distribution Election Form.

Appears in 1 contract

Samples: Retirement Plan Agreement (Columbia Banking System Inc)

Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. EXECUTIVE ACKNOWLEDGES THAT HE EXECUTIVE HAS RECEIVED AND READ OR HAS HAD THE OPPORTUNITY TO READ THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE AGREEMENTS TO ARBITRATION OF DISPUTES UNDER PARAGRAPHS 6.6 AND 8.2. EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATION OF DISPUTES REQUIRES THAT DISPUTES THAT INVOLVE THE MATTERS SUBJECT TO THE AGREEMENT BE SUBMITTED TO MEDIATION OR ARBITRATION PURSUANT TO THE ARBITRATION AGREEMENT RATHER THAN TO A JUDGE AND JURY IN COURT. COLUMBIA STATE BANK Xxxx Xxxxxx /s/ XXXX XXXXXX DateBy: JULY 25, 2018 EVP/Chief Human Resources Officer /s/ XXXXXXX X. XXXXXXX XXXXXXX Date: February 27, 2015 Authorized Executive Title: President and Chief Executive Officer /s/ XXXXX X. XXXXXXX XXXXX February 26, 2015 Xxxxx X. Xxxxx Executive- Signature and Date Print Name EXHIBIT A TO THE FIRST AMENDED AND RESTATED COLUMBIA STATE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

Appears in 1 contract

Samples: Supplemental Executive Retirement Plan Agreement (Columbia Banking System Inc)

Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED AND READ OR HAS HAD THE OPPORTUNITY TO READ THIS AGREEMENT/s/ XXXXXX XXXXXXXX August 20, INCLUDING WITHOUT LIMITATION THE AGREEMENTS TO ARBITRATION OF DISPUTES UNDER PARAGRAPHS 6.6 AND 8.2. EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT REQUIRES THAT DISPUTES THAT INVOLVE THE MATTERS SUBJECT TO THE AGREEMENT BE SUBMITTED TO MEDIATION OR ARBITRATION PURSUANT TO THE ARBITRATION AGREEMENT RATHER THAN TO A JUDGE AND JURY IN COURT. COLUMBIA STATE BANK Xxxx 2013 Xxxxxx /s/ XXXX XXXXXX Date: JULY 25, 2018 EVP/Chief Human Resources Officer /s/ XXXXXXX X. XXXXXXX XXXXXXX X. XXXXXXX XxXxxxxx Executive- Signature and Date Print Name COLUMBIA STATE BANK By: /s/ XXXXXXX X. XXXXXXX Date: August 22, 2013 Authorized Executive Title: CEO EXHIBIT A TO DISTRIBUTION ELECTION FORM FOR THE COLUMBIA STATE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTAGREEMENT Pursuant to the terms of the Supplemental Executive Compensation Agreement, by and between me,______________, and Columbia State Bank (hereinafter “Bank”), effective as of ______, 2013 (“Agreement”), I have been granted a supplemental compensation benefit. Pursuant to Internal Revenue Code Section 409A, there are multiple restrictions and limitations regarding modifying the time and/or form of such payments; however an exception to these restrictions permits elections to change from a life annuity to another actuarially equivalent life annuity (prior to payments beginning). In the event no alternate method is selected above, then amounts due under this Agreement shall be paid out as a single life annuity based on the life of the Participant. Subject to the forgoing, and provided that payments have not yet begun, Executive may elect to have the Executive Benefit paid as follows: Election of Actuarial Equivalent of Form of Benefit For Married Participant or Participant with Domestic Partner. Pursuant to the terms of the Agreement, and consistent Code Section 409A, instead of having my benefit paid as a single life annuity, with payments continuing until my death, I elect to have my benefit paid to me as designated below: _________ A joint and survivor annuity with an actuarial equivalent of the benefit owing pursuant to the Agreement, with payment continued to the surviving spouse in the same amount as the amount paid to me. _________ A joint and survivor annuity in equal value to the actuarial equivalent of the benefit owing pursuant to the Agreement, with payment continued to my surviving spouse (registered domestic partner) in one-half of the amount paid to me. Acknowledgment of Limitations on Changes in Time and Form of Payment of Benefits. All Actuarially Equivalent valuations must be in compliance with Code Section 409A and 1.409A-2(b)(2)(ii). In addition, when determining whether two life annuities are Actuarially Equivalent, the same actuarial assumptions and methods must be used in valuing each life annuity. This requirement applies over the entire term of Participant’s participation in the plan, such that the annuities must be actuarially equivalent at all times for the annuity options to be treated as one time and form of payment. However, provided the actuarial methods and assumptions are reasonable, there is no requirement that consistent actuarial assumptions and methods be used over the term of the Participant’s participation in the plan. Accordingly, the plan may change the actuarial assumptions and methods used to determine the life annuity payments, provided that all of the actuarial assumptions and methods are reasonable. In the event, however, that a joint and survivor annuity option is selected, and that Participant’s spouse predeceases Participant, then for all payments made to Participant after the Participant’s spouse’s death, the amounts payable under this Agreement shall increase and be equal to the payment amounts Participant would have received under a single life annuity option. In addition, Participant shall no longer have the ability to make a new joint and survivor annuity election. In the event no alternate method is selected above, then amounts due under this Agreement shall be paid out as a single life annuity. To the extent that any paragraph, term, or provision of the Agreement is not specifically amended herein, or in any other amendment thereto, said paragraph, term, or provision shall remain in full force and effect as set forth in said Agreement. WHEREFORE, the Insured and a duly authorized Bank officer have signed this Amendment as of the written date Signed: Print Name: Dated:

Appears in 1 contract

Samples: Retirement Plan Agreement (Columbia Banking System Inc)

Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. EXECUTIVE ACKNOWLEDGES THAT HE EXECUTIVE HAS RECEIVED AND READ OR HAS HAD THE OPPORTUNITY TO READ THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE AGREEMENTS TO ARBITRATION OF DISPUTES UNDER PARAGRAPHS 6.6 AND 8.2. EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATION OF DISPUTES REQUIRES THAT DISPUTES THAT INVOLVE THE MATTERS SUBJECT TO THE AGREEMENT BE SUBMITTED TO MEDIATION OR ARBITRATION PURSUANT TO THE ARBITRATION AGREEMENT RATHER THAN TO A JUDGE AND JURY IN COURT. COLUMBIA STATE BANK Xxxx Xxxxxx /s/ XXXX XXXXXX DateBy: JULY 25, 2018 EVP/Chief Human Resources Officer /s/ XXXXXXX X. XXXXXXX XXXXXXX Date: February 27, 2015 Authorized Executive Title: President and Chief Executive Officer /s/ XXXXXX X. XXXXXXX XXXXXXXX XXXXXX X. XXXXXXXX Executive- Signature and Date Print Name EXHIBIT A TO THE FIRST AMENDED AND RESTATED COLUMBIA STATE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTAGREEMENT FOR XXXXXX XXXXXXXX The following table is intended ONLY to demonstrate Executive’s projected salary at various times and based on the assumptions below. This table does not address actual benefits to be paid based on the varying circumstances of Separation From Service, Change in Control, etc., or based on benefits being paid out prior to attainment of the Early Retirement Age, paid out as actuarial equivalent amounts or reduced by the Early Commencement Reduction Factor. In addition, this table does not address the limiting language contained in the definition of Target Benefit Amount, such that the Target Benefit Amount is defined as the “60% of the average of Executive’s three highest years of Base Salary.

Appears in 1 contract

Samples: Retirement Plan Agreement (Columbia Banking System Inc)

Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. EXECUTIVE ACKNOWLEDGES THAT HE HAS RECEIVED AND READ OR HAS HAD THE OPPORTUNITY TO READ THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE AGREEMENTS TO ARBITRATION OF DISPUTES UNDER PARAGRAPHS 6.6 AND 8.2. EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT REQUIRES THAT DISPUTES THAT INVOLVE THE MATTERS SUBJECT TO THE AGREEMENT BE SUBMITTED TO MEDIATION OR ARBITRATION PURSUANT TO THE ARBITRATION AGREEMENT RATHER THAN TO A JUDGE AND JURY IN COURT. COLUMBIA STATE BANK Xxxx Xxxxxx ___/s/ XXXX XXXXXX Date: JULY 25, 2018 EVP/Chief Human Resources Officer /s/ XXXXXXX X. XXXXXXX XXXXXXX X. XXXXXXX XXXXX LAWSON____________ ____David Lawson_________________ Executive- Signature and Date Print Name COLUMBIA STATE BANK By:__/s/ XXXXXXX X. DRESSEL________ Date: __August 22, 2013_______________ Authorized Executive Title:__CEO __________ EXHIBIT A TO THE DISTRIBUTION ELECTION FORM FOR THE COLUMBIA STATE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTAGREEMENT Pursuant to the terms of the Supplemental Executive Compensation Agreement, by and between me, Xxxxx Xxxxxx, and Columbia State Bank (hereinafter “Bank”), effective as of August 20, 2013 (“Agreement”), I have been granted a supplemental compensation benefit. Pursuant to Internal Revenue Code Section 409A, there are multiple restrictions and limitations regarding modifying the time and/or form of such payments; however an exception to these restrictions permits elections to change from a life annuity to another actuarially equivalent life annuity (prior to payments beginning). In the event no alternate method is selected above, then amounts due under this Agreement shall be paid out as a single life annuity based on the life of the Participant. Subject to the forgoing, and provided that payments have not yet begun, Executive may elect to have the Executive Benefit paid as follows:

Appears in 1 contract

Samples: Retirement Plan Agreement (Columbia Banking System Inc)

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Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Columbia SERP Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Columbia SERP Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Columbia SERP Agreement, and that he enters into this Columbia SERP Agreement with a full understanding of its terms and conditions. EXECUTIVE ACKNOWLEDGES THAT HE EXECUTIVE HAS RECEIVED AND READ OR HAS HAD THE OPPORTUNITY TO READ THIS COLUMBIA SERP AGREEMENT, INCLUDING WITHOUT LIMITATION THE AGREEMENTS TO ARBITRATION OF DISPUTES UNDER PARAGRAPHS 6.6 AND 8.2. EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATION OF DISPUTES REQUIRES THAT DISPUTES THAT INVOLVE THE MATTERS SUBJECT TO THE AGREEMENT BE SUBMITTED TO MEDIATION OR ARBITRATION PURSUANT TO THE ARBITRATION AGREEMENT RATHER THAN TO A JUDGE AND JURY IN COURT. COLUMBIA STATE BANK Xxxx Xxxxxx /s/ XXXX XXXXXX DateBy: JULY 25, 2018 EVP/Chief Human Resources Officer /s/ XXXXXXX X. XXXXXXX Date: February 27, 2015 Authorized Executive Title: President and Chief Executive Officer /s/ XXXXXX X. XXXXXXX February 26, 0000 XXXXXX X. XXXXXXX Executive- Signature and Date Print Name EXHIBIT A TO THE COLUMBIA STATE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

Appears in 1 contract

Samples: Retirement Plan Agreement (Columbia Banking System Inc)

Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. EXECUTIVE ACKNOWLEDGES THAT HE EXECUTIVE HAS RECEIVED AND READ OR HAS HAD THE OPPORTUNITY TO READ THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE AGREEMENTS TO ARBITRATION OF DISPUTES UNDER PARAGRAPHS 6.6 AND 8.2. EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATION OF DISPUTES REQUIRES THAT DISPUTES THAT INVOLVE THE MATTERS SUBJECT TO THE AGREEMENT BE SUBMITTED TO MEDIATION OR ARBITRATION PURSUANT TO THE ARBITRATION AGREEMENT RATHER THAN TO A JUDGE AND JURY IN COURT. COLUMBIA STATE BANK Xxxx Xxxxxx /s/ XXXX XXXXXX DateBy: JULY 25, 2018 EVP/Chief Human Resources Officer /s/ XXXXXXX X. XXXXXXX XXXXXXX Date: February 27, 2015 Authorized Executive Title: President and Chief Executive Officer /s/ XXXXX X. XXXXXXX XXXXXX February 26, 2015 XXXXX X. XXXXXX Executive- Signature and Date Print Name EXHIBIT A TO THE FIRST AMENDED AND RESTATED COLUMBIA STATE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTAGREEMENT FOR XXXXX XXXXXX The following table is intended ONLY to demonstrate Executive’s projected salary at various times and based on the assumptions below. This table does not address actual benefits to be paid based on the varying circumstances of Separation From Service, Change in Control, etc., or based on benefits being paid out prior to attainment of the Early Retirement Age, paid out as actuarial equivalent amounts or reduced by the Early Commencement Reduction Factor. In addition, this table does not address the limiting language contained in the definition of Target Benefit Amount, such that the Target Benefit Amount is defined as the 60% of the average of Executive’s three highest years of Base Salary. *Turns 65 in April, 2.3 months short of next vesting period.

Appears in 1 contract

Samples: Retirement Plan Agreement (Columbia Banking System Inc)

Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions. EXECUTIVE ACKNOWLEDGES THAT HE EXECUTIVE HAS RECEIVED AND READ OR HAS HAD THE OPPORTUNITY TO READ THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE AGREEMENTS TO ARBITRATION OF DISPUTES UNDER PARAGRAPHS 6.6 AND 8.2. EXECUTIVE ACKNOWLEDGES AND UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATION OF DISPUTES REQUIRES THAT DISPUTES THAT INVOLVE THE MATTERS SUBJECT TO THE AGREEMENT BE SUBMITTED TO MEDIATION OR ARBITRATION PURSUANT TO THE ARBITRATION AGREEMENT RATHER THAN TO A JUDGE AND JURY IN COURT. COLUMBIA STATE BANK Xxxx Xxxxxx /s/ XXXX XXXXXX DateBy: JULY 25, 2018 EVP/Chief Human Resources Officer /s/ XXXXXXX X. XXXXXXX Date: February 27, 2015 Authorized Executive Title: President and Chief Executive Officer /s/ XXXX XXXXXXX X. February 26, 2015 XXXX XXXXXXX Executive- Signature and Date Print Name EXHIBIT A TO THE COLUMBIA STATE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENTAGREEMENT FOR XXXX XXXXXXX The following table is intended ONLY to demonstrate Executive’s projected salary at various times and based on the assumptions below. This table does not address actual benefits to be paid based on the varying circumstances of Separation From Service, Change in Control, etc., or based on benefits being paid out prior to attainment of the Early Retirement Age, paid out as actuarial equivalent amounts or reduced by the Early Commencement Reduction Factor. In addition, this table does not address the limiting language contained in the definition of Target Benefit Amount, such that the Target Benefit Amount is defined as the 60% of the average of Executive’s three highest years of Base Salary. These figures are provided ONLY as an example of potential salary and benefit amounts. These numbers are provided for illustration purposes only and are in no way a guarantee of benefits or amounts. The assumptions used to calculate these amounts will only be determined at the time benefits become due, and thus there can be no guarantee of salary or benefits at the time this agreement is put into place. EXHIBIT B TO THE COLUMBIA STATE BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR XXXX XXXXXXX DISTRIBUTION ELECTION FORM Pursuant to the terms of the Supplemental Executive Compensation Agreement, by and between me, ______________, and Columbia State Bank (hereinafter “Bank”), effective as of______________, 2015 (“Agreement”), I have been granted a supplemental compensation benefit. Terms which are “defined terms” in the Agreement shall have the same meaning within this Distribution Election Form.

Appears in 1 contract

Samples: Retirement Plan Agreement (Columbia Banking System Inc)

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