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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
December 12, 2023
Alerus
Financial Corporation
(Exact Name of Registrant
as Specified in Charter)
Delaware |
001-39036 |
45-0375407 |
(State
or Other Jurisdiction of
Incorporation) |
(Commission File Number) |
(IRS Employer Identification
No.) |
401
Demers Avenue
Grand
Forks, North
Dakota 58201
(Address of Principal Executive
Offices) (Zip Code)
Registrant’s telephone
number, including area code: (701) 795-3200
N/A
(Former Name or Former Address,
if Changed Since Last Report.)
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)) |
Securities registered pursuant
to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol |
|
Name
of each exchange on which registered |
Common
Stock, $1.00 par value per share |
|
ALRS |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)
or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Appointment of Directors
On December 13, 2023, upon
the recommendation of the Nominating and Corporate Governance Committee of the board of directors (the “Board”)
of Alerus Financial Corporation (the “Company”), and pursuant to the Third Amended and Restated Certificate of Incorporation
and the Second Amended and Restated Bylaws the Company, the Board increased its size to 10 directors and appointed each of Nikki Sorum
and John Uribe to the newly-created seats, effective immediately. On December 13, 2023, the Company issued a press release, attached as
Exhibit 99.1 to this Form 8-K, announcing the appointment of each of the new directors. Biographical information for each of the new directors
is as follows:
Ms. Sorum brings 40 years
of experience as a leader in the financial services industry. Ms. Sorum served for more than 20 years in various leadership roles at Thrivent
Financial, most recently as head of sales and distribution at Thrivent Advisors, a position she held from 2020 until 2023. Prior to her
time at Thrivent, Ms. Sorum served in senior vice president roles at RBC Wealth Management and was a partner at McKinsey & Co. She
holds a bachelor’s degree in economics from the University of Minnesota Twin Cities and an MBA from Harvard Business School.
Mr. Uribe brings more than
30 years of financial and strategic leadership experience with expertise in mergers and acquisitions, financial planning and analysis,
and general management. Mr. Uribe currently serves as chief financial officer at Blue Cross and Blue Shield of Minnesota, a position he
has held since 2022. Prior to his appointment as chief financial officer, Mr. Uribe served as vice president of corporate development
and interim treasurer since 2012. Before joining Blue Cross, Mr. Uribe served in various finance leadership roles at RedBrick Health,
GE Commercial Finance-Fleet Services, General Mills, and NCR Corporation. He is a board member for organizations including Learn to Live,
the Bakken Museum, and the Latino Economic Development Center. He holds a bachelor’s degree in accounting and an MBA in finance
and international business from Indiana University Bloomington.
The Board has determined that
each of Ms. Sorum and Mr. Uribe is an independent director under the applicable listing standards of the Nasdaq Stock Market. As of the
date of this filing, none of the newly appointed directors has been appointed to any committees of the Company. There are no arrangements
or understandings between Ms. Sorum or Mr. Uribe and any other person pursuant to which either of them was appointed to serve on the Board.
There are no transactions in which the Company is a party and in which any of the newly appointed directors has a material interest subject
to disclosure under Item 404(a) of Regulation S-K.
Each of the new directors
will participate in the Board’s standard non-employee director compensation arrangements, as described under “Corporate Governance
and the Board of Directors—Director Compensation” in the Company’s definitive proxy statement filed with the Securities
and Exchange Commission on March 27, 2023, which description is incorporated herein by reference, as such arrangements may be amended
from time to time.
Adoption of New Deferred Compensation Plan;
Freezing of Prior Deferred Compensation Plans
On December 12, 2023, the
Board adopted the Alerus Financial Corporation Deferred Compensation Plan (the “Plan”). The primary purpose of the
Plan is to maximize the effectiveness and flexibility of the compensation arrangements offered to a select group of management or highly
compensated employees by the Company and its affiliates. In connection with the adoption of the Plan, the Board, pursuant to amendments
dated December 12, 2023, froze the Company’s Deferred Compensation Plan for Directors, as restated effective January 1, 2005 (the
“Prior Director Plan”), and the Company’s Deferred Compensation Plan for Executives, as adopted effective January
1, 2006 and as amended by the First Amendment thereto (the “Prior Executive Plan” and, together with the Prior Director
Plan, the “Prior Plans”). The amendments froze each of the Prior Plans, effective as of December 31, 2023, after which
date no new employees will be permitted to participate in the Prior Plans, and no deferral elections with respect to service periods following
the 2023 calendar year will be permitted to be made or remain in place under the Prior Plans.
The Plan, the amendment to
the Prior Director Plan, and the amendment to the Prior Executive Plan are attached as Exhibits 10.1, 10.2, and 10.3, respectively, to
this Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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: December 14, 2023 |
Alerus Financial Corporation |
|
|
|
By: |
/s/ Katie A. Lorenson |
|
Name: |
Katie A. Lorenson |
|
Title: |
President and Chief Executive Officer |
Exhibit
10.1
THE
NONQUALIFIED DEFERRED COMPENSATION PLAN
PLAN
DOCUMENT
THE
NONQUALIFIED DEFERRED COMPENSATION PLAN
Section
1. Purpose
By
execution of the Adoption Agreement, the Company has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means
by which certain management Employees or Independent Contractors of the Employer may elect to defer receipt of current Compensation from
the Employer in order to provide retirement and other benefits on behalf of such Employees or Independent Contractors of the Employer,
as selected in the Adoption Agreement. The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions
of Section 409A of the Internal Revenue Code (the "Code"). The Plan is also intended to be an unfunded plan maintained primarily
for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections
201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974 (“ERISA”) or independent contractors.
Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with
these intentions.
Section
2. Definitions
2.0
“401(k) Refund Offset” means a deferral of the Participant’s base salary equal to the gross amount of a 401(k)-refund
caused by Average Deferral Percentage (ADP) testing failures in the qualified plan. The 401(k) refund itself shall be paid to the Participant
from the 401(k) plan and reported on Form 1099-R. This deferral shall not apply to Roth 401(k) refunds or any other refund not generated
due to failed testing.
2.1
“Active Participant” means, with respect to any day or date, a Participant who is in Service on such day or date; provided,
that a Participant shall cease to be an Active Participant (i) immediately upon a determination by the Committee that the Participant
has ceased to be an Employee or Independent Contractor, or (ii) at the end of the Plan Year that the committee determines the Participant
no longer meets the eligibility requirements of the Plan.
2.2
“Adoption Agreement” means the written agreement pursuant to which the Company adopts the Plan. The Adoption Agreement is
a part of the Plan as applied to the Company.
2.3
“Beneficiary” means the person, persons, entity or entities designated or determined pursuant to the provisions of Section
13 of the Plan.
2.4
“Board” means the Board of Directors of the Company, if the Company is a corporation. If the Company is not a corporation,
"Board" shall mean the Company.
2.5
“Change in Control Event” means an event described in Section 409A(a)(2)(A)(v) of the Code (or any successor provision thereto)
and the regulations thereunder.
2.6
“Committee” means the Employer, an administrative committee appointed by the Board to serve at the pleasure of the Board,
the Board itself, any other person or persons as determined in the Employer’s discretion, or any other person or persons noted
in the Adoption Agreement. The Recordkeeper is not the Committee.
2.7
“Company” means the company designated in the Adoption Agreement.
2.8
“Compensation” shall have the meaning designated in the Adoption Agreement.
2.9
“Crediting Date” means the date any corresponding asset payment used to informally finance the Plan, if applicable,
is credited to the Employer’s corporate owned investment account or any other day directed by the Employer. Otherwise, all
Credits shall be credited on any business day as specified by the Employer.
2.10
“Deferred Compensation Account” means the account maintained with respect to each Participant under the Plan. The Deferred
Compensation Account shall be credited with Participant Deferral Credits and Employer Credits, credited or debited for deemed investment
gains or losses, and adjusted for payments in accordance with the rules and elections in effect under Section 8. As permitted in the
Adoption Agreement, the Deferred Compensation Account of a Participant may consist of one or more accounts. A Participant may elect payment
options for each account as described in Section 7.1 and deemed investments for each account as described in Section 8.2.
2.11
“Disabled or Disability” means Disabled or Disability within the meaning of Section 409A of the Code and the regulations
thereunder. Generally, this means that the Participant 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 12 months, or 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 12 months, receiving income replacement benefits for a period
of not less than three months under an accident and health plan covering Employees of the Employer.
2.12
“Education Account” is an In-Service Account which will be used by the Participant for educational purposes.
2.13
“Effective Date” shall be the date designated in the Adoption Agreement.
2.14
“Employee” means an individual in the Service of the Employer if the relationship between the individual and the Employer
is the legal relationship of employer and employee. An individual shall cease to be an Employee upon the Employee's Separation from Service.
2.15
“Employer” means the Company, as identified in the Adoption Agreement, and any Participating Employer which adopts this Plan.
An Employer may be a corporation, a limited liability company, a partnership or sole proprietorship.
2.16
“Employer Credits” means the amounts credited to the Participant's Deferred Compensation Account by the Employer pursuant
to the provisions of Section 4.2.
2.17
“Grandfathered Amounts” means, if applicable, the amounts that were deferred under the Plan and were earned and vested within
the meaning of Section 409A of the Code and regulations thereunder as of December 31, 2004. Grandfathered Amounts shall be subject to
the terms designated in the Plan which were in effect as of October 3, 2004.
2.18
“Independent Contractor” means an individual in the Service of the Employer if the relationship between the individual and
the Employer is not the legal relationship of employer and employee. An individual shall cease to be an Independent Contractor upon the
termination of the Independent Contractor's Service. An Independent Contractor shall include a director of the Employer who is not an
Employee.
2.19
“In-Service Account” means a separate account to be kept for each Participant that has elected to take in-service distributions
as described in Section 5.4. The In-Service Account shall be adjusted in the same manner and at the same time as the Deferred Compensation
Account under Section 8 and in accordance with the rules and elections in effect under Section 8.
2.20
“Normal Retirement Age”, which may also be called “Full Vesting Age”, of a Participant means the age designated
in the Adoption Agreement.
2.21
“Participant” means with respect to any Plan Year an Employee or Independent Contractor who has been designated by the Committee
as a Participant and who has entered the Plan or who has a Deferred Compensation Account under the Plan; provided that if the Participant
is an Employee, the individual must be a member of a select group of management or highly compensated employee of the Employer within
the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
2.22
“Participant Deferral Credits” means the amounts credited to the Participant's Deferred Compensation Account by the Employer
pursuant to the provisions of Section 4.1.
2.23
“Participating Employer” means any trade or business (whether or not incorporated) which adopts this Plan with the consent
of the Company identified in the Adoption Agreement.
2.24
“Participation Agreement” means a written agreement, including electronic submissions by the Participant or at the Participant’s
direction, entered into between a Participant and the Employer pursuant to the provisions of Section 4.1
2.25
“Performance-Based Compensation” means compensation where the amount of, or entitlement to, the compensation is contingent
on the satisfaction of preestablished organizational or individual performance criteria relating to a performance period of at least
twelve months. Organizational or individual performance criteria are considered preestablished if established in writing within 90 days
after the commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at
the time the criteria are established. Performance-based compensation may include payments based upon subjective performance criteria
as provided in regulations and administrative guidance promulgated under Section 409A of the Code.
2.26
“Plan” means the name of the Plan as designated in the Adoption Agreement.
2.27
“Plan-Approved Domestic Relations Order” shall mean a judgment, decree, or order (including the approval of a settlement
agreement) which is:
2.27.1
Issued pursuant to a State's domestic relations law;
2.27.2
Relates to the provision of child support, alimony payments or marital property rights to a Spouse, former Spouse, child
or other dependent of the Participant;
2.27.3
Creates or recognizes the right of a Spouse, former Spouse, child or other dependent of the Participant to receive all or
a portion of the Participant's benefits under the Plan;
2.27.4
Requires payment to such person of an interest in the Participant's benefits in a lump sum payment or any other form of payment
allowed under the Plan at a specific time; and
2.27.5
Meets such other requirements established by the Committee.
2.28
“Plan Year” means the twelve-month period ending on the last day of December, unless otherwise noted in the Adoption Agreement,
provided, that the initial Plan Year may have fewer than twelve months.
2.28.1
“Recordkeeper” means the individual or entity responsible for keeping records of Plan activity including the tracking of
Participant Deferred Compensation Account balances. As to applicable tax and regulatory rules, the actions of the Recordkeeper are limited
to executing the decisions and directions of the Committee. The Recordkeeper does not make plan administration decisions.
2.29
“Qualifying Distribution Event” means (i) the Separation from Service of the Participant, (ii) the date the Participant becomes
Disabled, (iii) the death of the Participant, (iv) the time specified by the Participant for an In-Service Distribution, (v) a Change
in Control Event, or (vi) an Unforeseeable Emergency, each to the extent provided in Section 5.
2.30
“Seniority Date” which may also be called “Installment Eligibility Date” shall have the meaning designated in
the Adoption Agreement and shall apply to both the initial deferral election described in Section 4 and the Subsequent deferral election
described in Section 7.5.
2.31
“Separation from Service” or "Separates from Service" means a "separation from service" within the meaning
of Section 409A of the Code.
2.32
“Service” as an Employee means employment by the Employer. For purposes of the Plan, the employment relationship is treated
as continuing intact while the Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave
does not exceed six months, or if longer, so long as the Employee's right to reemployment is provided either by statute or contract.
If the Participant is an Independent Contractor, "Service" shall mean the period during which the contractual relationship
exists between the Employer and the Participant. The contractual relationship is not terminated if the Participant anticipates a renewal
of the contract or becomes an Employee. A Participant who has a Deferred Compensation Account which contains amounts deferred or contributed
as an Employee and a member of the Board (Dual Status), Services performed in those capacities will be looked at independently when determining
if a Separation from Service has occurred. Services as a member of the Board and Independent Contractor (in a capacity not on the Board)
will be looked at collectively when determining if a Separation from Service has occurred.
2.33
“Service Bonus” means any bonus that does not meet the definition of Performance-Based Compensation that is paid to a Participant
by the Employer as noted in the Adoption Agreement.
2.34
“Specified Employee” means an Employee who meets the requirements for key employee treatment under Section 416(i)(l)(A)(i),
(ii) or (iii) of the Code (applied in accordance with the regulations thereunder and without regard to Section 416(i)(5) of the
Code) at any time during the twelve month period ending on December 31 of each year (the "identification date"). If the person
is a key employee as of any identification date, the person is treated as a Specified Employee for the twelve-month period beginning
on the first day of the fourth month following the identification date. Unless binding corporate action is taken to establish different
rules for determining Specified Employees for all plans of the Company and its controlled group members that are subject to Section 409A
of the Code, the foregoing rules and the other default rules under the regulations of Section 409A of the Code shall apply.
2.35
“Spouse” or “Surviving Spouse” means, except as otherwise provided in the Plan, a person who is the legally
married spouse or surviving spouse of a Participant.
2.36
“Unforeseeable Emergency” means an "unforeseeable emergency" within the meaning of Section 409A of the Code.
2.37
“Years of Service” means each Plan Year of Service completed by the Participant. For vesting purposes, Years of Service shall
be calculated from the date designated in the Adoption Agreement and Service shall be based on service with the Company and all Participating
Employers.
Section
3. Participation
The
Committee in its discretion shall designate each Employee or Independent Contractor who is eligible to participate in the Plan. A Participant
who Separates from Service with the Employer and who later returns to Service may be eligible consistent with Section 409A of the Code
and upon satisfaction of such terms and conditions as the Committee shall establish.
Section
4. Credits to Deferred Compensation Account
4.1
Participant Deferral Credits. To the extent provided in the Adoption Agreement, each Active Participant may elect, by entering into a
Participation Agreement with the Employer, to defer the receipt of Compensation from the Employer by a dollar amount or percentage specified
in the Participation Agreement. The amount of Compensation the Participant elects to defer, the Participant Deferral Credit, shall be
credited by the Employer to the Deferred Compensation Account maintained for the Participant pursuant to Section 8. The following special
provisions shall apply with respect to the Participant Deferral Credits of a Participant:
4.1.1
The Employer shall credit to the Participant's Deferred Compensation Account on each Crediting Date an amount equal to the total Participant
Deferral Credit for the period ending on such Crediting Date.
4.1.2
An election pursuant to this Section 4.1 shall be made by the Participant by executing and delivering a Participation Agreement to the
Committee. Except as otherwise provided in this Section 4.1, the Participation Agreement shall become effective with respect to such
Participant as of the first day of January following the date such Participation Agreement is received by the Committee. A Participant's
election may be changed at any time prior to the last permissible date for making the election as permitted in this Section 4.1, and
shall thereafter be irrevocable. Any election of a Participant shall continue in effect for the time period as set forth in the Adoption
Agreement.
4.1.3
A Participant may execute and deliver a Participation Agreement to the Committee within 30 days after the date the Participant first
becomes eligible to participate in the Plan. After the 30-day period expires, or after any shorter time period as agreed to by the Participant
and the Committee, the latest election made by the Participant during that period becomes irrevocable. Such election shall then be effective
as of the first payroll period commencing following the date the Participation Agreement becomes irrevocable. Whether a Participant is
treated as newly eligible for participation under this Section shall be determined in accordance with Section 409A of the Code and the
regulations thereunder, including (i) rules that treat all elective deferral account balance plans as one plan, and (ii) rules that treat
a previously eligible Employee as newly eligible if the Participant’s benefits had been previously distributed or if the Participant
has been ineligible for 24 months. For Compensation that is earned based upon a specified performance period (for example, an
annual bonus), where a deferral election is made under this Section but after the beginning of the performance period, the election will
only apply to the portion of the Compensation equal to the total amount of the Compensation for the service period multiplied by the
ratio of the number of days remaining in the performance period after the date the election becomes irrevocable over the total number
of days in the performance period.
4.1.4
A Participant may unilaterally modify a Participation Agreement (either to terminate, increase or decrease future Compensation which
is subject to deferral within the percentage limits set forth in Section 4.1 of the Adoption Agreement) by providing a written modification
of the Participation Agreement to the Committee. The modification shall become effective as of the first day of January following the
date such written modification is received by the Committee, or at such later date as required under Section 409A of the Code.
4.1.5
If the Participant performed services continuously from the later of the beginning of the performance period or the date upon which the
performance criteria are established through the date upon which the Participant makes an initial deferral election, a Participation
Agreement relating to the deferral of Performance-Based Compensation may be executed and delivered to the Committee no later than the
date which is 6 months prior to the end of the performance period, provided that in no event may an election to defer Performance-Based
Compensation be made after such Compensation has become readily ascertainable.
4.1.6
If the Employer has a fiscal year other than the calendar year, Compensation relating to Service in the fiscal year of the Employer (such
as a bonus based on the fiscal year of the Employer), of which no amount is paid or payable during the fiscal year, may be deferred at
the Participant's election if the election to defer is made not later than the close of the Employer's fiscal year next preceding the
first fiscal year in which the Participant performs any services for which such Compensation is payable.
4.1.7
Compensation payable after the last day of the Participant's taxable year solely for services provided during the final payroll period
containing the last day of the Participant's taxable year (i.e., generally December 31) is treated for purposes of this Section 4.1 as
Compensation for services performed in the subsequent taxable year.
4.1.8
The Committee may from time to time establish policies or rules consistent with the requirements of Section 409A of the Code to govern
the manner in which Participant Deferral Credits may be made.
4.1.9
If a Participant becomes Disabled, all currently effective deferral elections for such Participant shall be cancelled. At the time the
participant is no longer Disabled, subsequent elections to defer future compensation will be permitted under this Section 4.
4.1.10
If a Participant applies for and receives a distribution on account of an Unforeseeable Emergency, all currently effective deferral elections
for such Participant shall be cancelled. Subsequent elections to defer future compensation will be permitted under this Section 4. Furthermore,
a Participant may apply to the Committee to cancel all deferral elections due to an Unforeseeable Emergency.
4.2
Employer Credits. If designated by the Employer in the Adoption Agreement, the Employer shall cause the Committee to credit to the Deferred
Compensation Account of each Active Participant an Employer Credit as determined in accordance with the Adoption Agreement. A Participant
must make distribution elections with respect to any Employer Credits credited to the Deferred Compensation Account by the deadline that
would apply under Section 4.1 for distribution elections with respect to Participant Deferral Credits credited at the same time, on a
Participation Agreement that is timely executed and delivered to the Committee pursuant to Section 4.1. If no distribution election is
made, vested amounts in the Deferred Compensation Account will be distributed in a lump sum upon the earliest of any Qualifying Distribution
Event limited to Separation from Service, Disability, Death or Change in Control.
4.3.
Deferred Compensation Account. All Participant Deferral Credits and Employer Credits shall be credited to the Deferred Compensation Account
of the Participant as provided in Section 8.
Section
5. Qualifying Distribution Events
5.1
Separation from Service. If the Participant Separates from Service with the Employer, the vested balance in the Deferred Compensation
Account shall be paid to the Participant by the Employer as provided in Section 7. Notwithstanding the foregoing, no distribution shall
be made earlier than six months after the date of Separation from Service (or, if earlier, the date of death) with respect to
a Participant who as of the date of Separation from Service is a Specified Employee of a corporation (or a member of such corporation's
controlled group) the stock in which is traded on an established securities market (either foreign or domestic) or otherwise. Any payments
to which such Specified Employee would be entitled during the first six months following the date of Separation from Service shall be
accumulated and paid on the first day of the seventh month following the date of Separation from Service, and shall be adjusted for deemed
investment gain and loss incurred during the six month period.
5.2
Disability. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan when a Participant becomes
Disabled, and the Participant becomes Disabled while in Service, the vested balance in the Deferred Compensation Account shall be paid
to the Participant by the Employer as provided in Section 7.
5.3
Death. If the Participant dies while in Service, the Employer shall pay a benefit to the Participant's Beneficiary in the amount of the
vested balance in the Deferred Compensation Account and any additional amount designated in the Adoption Agreement. Payment of such benefit
shall be made by the Employer as provided in Section 7.
5.4
In-Service Distributions. If the Employer designates in the Adoption Agreement that in-service distributions are permitted under the
Plan, a Participant may designate in the Participation Agreement to have a specified amount credited to the Participant's In-Service
Account for in-service distributions at the date specified by the Participant. In no event may an in- service distribution of an amount
be made before the date that is two years after the first day of the year in which any deferral election to such In-Service Account became
effective. Notwithstanding the foregoing, if a Participant incurs a Qualifying Distribution Event prior to the date on which the entire
balance in the In-Service Account has been distributed, then the vested balance in the In-Service Account on the date of the Qualifying
Distribution Event shall be paid as provided under Section 7.1 for payments on such Qualifying Distribution Event.
5.5
Change in Control Event. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan upon the
occurrence of a Change in Control Event, the Participant may designate in the Participation Agreement to have the vested balance in the
Deferred Compensation Account paid to the Participant upon a Change in Control Event by the Employer as provided in Section 7.
5.6
Unforeseeable Emergency. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan upon the
occurrence of an Unforeseeable Emergency event, a distribution from the Deferred Compensation Account may be made to a Participant in
the event of an Unforeseeable Emergency, subject to the following provisions:
5.6.1
A Participant may, make an application to the Committee to cancel all active deferral elections or to cancel deferral elections and receive
a distribution in a lump sum of all or a portion of the vested balance in the Deferred Compensation Account (determined as of the date
the distribution, if any, is made under this Section 5.6) because of an Unforeseeable Emergency. A distribution because of an Unforeseeable
Emergency shall not exceed the amount required to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably
anticipated as a result of such distribution, after taking into account the extent to which the Unforeseeable Emergency may be relieved
through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's assets (to the extent the liquidation
of such assets would not itself cause severe financial hardship) or by stopping current deferrals under the Plan pursuant to Section
4.1.10.
5.6.2
The Participant's request for a distribution on account of Unforeseeable Emergency must be made in writing to the Committee. The request
must specify the nature of the financial hardship, the total amount requested to be distributed from the Deferred Compensation Account,
and the total amount of the actual expense incurred or to be incurred on account of the Unforeseeable Emergency.
5.6.3
If a cancellation of deferral elections is approved, such cancellation will be effective as soon as practicable. If a distribution under
this Section 5.6 is approved by the Committee, such distribution will be made as soon as practicable following the date it is
approved. The processing of the request shall be completed as soon as practicable from the date on which the Committee receives the properly
completed written request for a distribution on account of an Unforeseeable Emergency. If a Participant's Separation from Service occurs
after a request is approved in accordance with this Section 5.6.3, but prior to distribution of the full amount approved, the approval
of the request shall be automatically null and void and the benefits which the Participant is entitled to receive under the Plan shall
be distributed in accordance with the applicable distribution provisions of the Plan.
5.6.4
The Committee may from time to time adopt additional policies or rules consistent with the requirements of Section 409A of the Code to
govern the manner in which such distributions may be made so that the Plan may be conveniently administered.
Section
6. Vesting
A
Participant shall be fully vested in the portion of the Deferred Compensation Account attributable to Participant Deferral Credits,
and all income, gains and losses attributable thereto. A Participant shall become fully vested in the portion of the Deferred Compensation
Account attributable to Employer Credits, and income, gains and losses attributable thereto, in accordance with the vesting schedule
and provisions designated by the Employer in the Adoption Agreement. Once a Participant achieves vesting on an Employer Credit, it cannot
be reduced or eliminated. If Change in Control was elected as a vesting event in the Adoption Agreement, participants accounts shall
be fully vested upon a Change in Control, however new vesting schedules may be applied to future Employer Credits. If a Participant's
Deferred Compensation Account is not fully vested upon Separation from Service, the portion of the Deferred Compensation Account that
is not fully vested shall be forfeited.
Section
7. Distribution Rules
7.1
Payment Options. The Employer shall designate in the Adoption Agreement the payment options which may be elected by the Participant.
The Participant may at such time elect a method of payment for Qualifying Distribution Events as specified in the Adoption Agreement.
If the Participant is permitted by the Employer in the Adoption Agreement to elect different payment options and does not make a valid
election, the vested balance in the Deferred Compensation Account will be distributed as a lump sum upon the Qualifying Distribution
Event.
Notwithstanding
the foregoing, if certain Qualifying Distribution Events occur prior to the date on which the vested balance of a Participant's Deferred
Compensation Account is completely paid pursuant to this Section 7.1 following the occurrence of certain Qualifying Distribution Events,
the following rules apply:
7.1.1
If the currently effective Qualifying Distribution Event is a Separation from Service or Disability, and the Participant subsequently
dies, the remaining unpaid vested balance of a Participant's Deferred Compensation Account shall be paid as a lump sum.
7.1.2
If the currently effective Qualifying Distribution Event is a Change in Control Event, and any subsequent Qualifying Distribution Event
occurs (except an In-Service Distribution described in Section 2.29(iv)), the remaining unpaid vested balance of a Participant's Deferred
Compensation Account shall be paid as provided under Section 7.1 for payments on such subsequent Qualifying Distribution Event.
7.2
Timing of Payments. Payment shall be made in the manner elected by the Participant and shall commence as soon as practicable after the
distribution date specified for the Qualifying Distribution Event. Distribution shall be no later than within 60 days following the day
after the Qualifying Distribution Event. Such payment shall not be deemed late if the payment is made on or before the later of (i) December
31 of the calendar year in which the Qualifying Distribution Event occurs, or (ii) the date that is 2-1/2 months after the Qualifying
Distribution Event occurs. Participants shall not have any influence as to the tax year or timing of the distribution. For each
payment, the Committee must specify a date for the Deferred Compensation Account(s) to be valued. In the event the Participant fails
to make a valid election of the payment method, the distribution will be made in a single lump sum payment as soon as practicable after
the Qualifying Distribution Event. A payment may be further delayed to the extent permitted in accordance with regulations and guidance
under Section 409A of the Code.
7.3
Installment Payments. If the Participant elects to receive installment payments upon a Qualifying Distribution Event, the payment of
each installment shall be made on the anniversary of the date of the first installment payment, and the amount of the installment shall
be adjusted on such anniversary for credits or debits to the Participant's account pursuant to Section 8 of the Plan. Such adjustment
shall be made by dividing the balance in the Deferred Compensation Account on such date by the number of installments remaining to be
paid hereunder; provided that the last installment due under the Plan shall be the entire amount credited to the Participant's account
on the date of payment.
7.4
De Minimis Amounts. Notwithstanding any payment election made by the Participant, if the Employer designates a pre-determined de minimis
amount in the Adoption Agreement, the vested balance in all Deferred Compensation Accounts of the Participant will be distributed in
a single lump sum payment if at the time of a permitted Qualifying Distribution Event the vested balance does not exceed such pre-determined
de minimis amount; provided, however, that such distribution will be made only where the Qualifying Distribution Event is a Separation
from Service, death, Disability, or Change in Control Event. In addition, the Employer may distribute a Participant's vested balance
in all of the Participant’s Deferred Compensation Accounts 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 as provided under Section 409A of
the Code.
7.5
Subsequent Elections. With the consent of the Committee, a Participant may delay or change the method of payment of the Deferred Compensation
Account subject to the following requirements:
7.5.1
The new election may not take effect until at least 12 months after the date on which the new election is made.
7.5.2
If the new election relates to a payment for a Qualifying Distribution Event other than the death of the Participant, the Participant
becoming Disabled, or an Unforeseeable Emergency, the new election must provide for the deferral of the payment for a period of at least
five years from the date such payment would otherwise have been made.
7.5.3
If the new election relates to a payment from the In-Service Account, the new election must be made at least 12 months prior to the date
of the first scheduled payment from such account.
For
purposes of this Section 7.5 and Section 7.6, a payment is each separately identified amount to which the Participant is entitled under
the Plan; provided, that entitlement to a series of installment payments is treated as the entitlement to a single payment.
7.6
Acceleration Prohibited. The acceleration of the time or schedule of any payment due under the Plan is prohibited except as expressly
provided in regulations and administrative guidance promulgated under Section 409A of the Code (such as accelerations for domestic relations
orders and employment taxes). It is not an acceleration of the time or schedule of payment if the Employer waives or accelerates the
vesting requirements applicable to a benefit under the Plan.
7.7
Residual Distributions. If calculation of the amount of any credit to a Participant’s Deferred Compensation Account is not administratively
practicable due to events beyond the control of the Employer, payments may be made to the Participant for residual amounts contributed
to or remaining in a Deferred Compensation Account after payments under the provisions of this Section 7 have commenced or been completed.
The residual amount shall be credited to the Deferred Compensation Account when the calculation of the amount becomes administratively
practicable. Examples of residual amounts include, but are not limited to, additional investment returns credited after payment (due
to dividends or pricing changes) or additional contributions made after payment (such as an annual bonus deferral or an Employer Credit).
Payments that would have been made had the residual amount been calculable at the benefit commencement date shall be made up as soon
as practicable after crediting to the Deferred Compensation Account, in no case later than the end of the year in which calculation of
the amount becomes administratively practicable.
7.8
Ineffective Deferrals. If a Participant deferral election under Section 4 to contribute to an In-Service Account carries over to a subsequent
year (an evergreen election) and the deferral election is ineffective (i.e., the distribution election would cause payment in the current
or prior years), the amount deferred will be credited to a Deferred Compensation Account that is not an In-Service Account. If the Participant
only has one account of this type, the amount deferred will be credited to that account. If the Participant has multiple accounts of
this type, and one of the accounts has a lump sum at Separation from Service distribution election, the amount deferred will be credited
to that account. If the Participant has multiple accounts of this type and does not have an account with a lump sum at Separation from
Service distribution election, one will be established with a lump sum at Separation from Service distribution election and the amount
deferred will be credited to this account.
Section
8. Accounts; Deemed Investment; Adjustments to Account
8.1
Accounts. The Committee shall establish a book reserve account, entitled the "Deferred Compensation Account," on behalf of
each Participant. The Committee shall also establish an In-Service Account as a part of the Deferred Compensation Account of each Participant,
if applicable. The amount credited to the Deferred Compensation Account shall be adjusted pursuant to the provisions of Section 8.3.
8.2
Deemed Investments. The Deferred Compensation Account of a Participant shall be credited with an investment return determined as if the
account were invested in one or more investment funds made available by the Committee. The Participant shall elect the investment funds
in which the Participant’s Deferred Compensation Account shall be deemed to be invested. Such election shall be made in the manner
prescribed by the Committee and shall take effect upon the entry of the Participant into the Plan. The investment election of the Participant
shall remain in effect until a new election is made by the Participant. In the event the Participant fails for any reason to make an
effective election of the investment return to be credited to the account, the investment return shall be determined by the Committee.
8.3
Adjustments to Deferred Compensation Account. With respect to each Participant who has a Deferred Compensation Account under the Plan,
the amount credited to such account shall be adjusted by the following debits and credits, at the times and in the order stated:
8.3.1
The Deferred Compensation Account shall be debited each business day with the total amount of any payments made from such account since
the last preceding business day. Unless otherwise specified by the Employer, each deemed investment fund will be debited pro-rata based
on the value of the investment funds as of the end of the preceding business day.
8.3.2
The Deferred Compensation Account shall be credited on each Crediting Date with the total amount of any Participant Deferral Credits
and Employer Credits to such account since the last preceding Crediting Date.
8.3.3
The Deferred Compensation Account shall be credited or debited on each day securities are traded on a national stock exchange with the
amount of deemed investment gain or loss resulting from the performance of the deemed investment funds elected by the Participant in
accordance with Section 8.2. The amount of such deemed investment gain or loss shall be determined by the Committee and such determination
shall be final and conclusive upon all concerned.
Section
9. Administration by Committee
9.1
Membership of Committee. If the Committee consists of individuals appointed by the Board, they will serve at the pleasure of the Board.
Any member of the Committee may resign, and any successor shall be appointed by the Board.
9.2
General Administration. The Committee shall be responsible for the operation and administration of the Plan and for carrying out its
provisions. The Committee shall have the full authority and discretion 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 this Plan. Any such action taken by the Committee shall be final and conclusive on any party. To the
extent the Committee has been granted discretionary authority under the Plan, the Committee’s prior exercise of such authority
shall not obligate it to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely conclusively upon
all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person
employed or engaged by the Employer with respect to the Plan. The Committee may, from time to time, employ agents and delegate to such
agents, including Employees of the Employer, such administrative or other duties as it sees fit.
9.3
Indemnification. To the extent not covered by insurance, the Employer shall indemnify the Committee, each Employee, officer, director,
and agent of the Employer, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including
all legal fees relating thereto, arising in connection with the exercise of duties and responsibilities with respect to the Plan, provided
however that the Employer shall not indemnify any person for liabilities or expenses due to that person’s own gross negligence
or willful misconduct.
Section
10. Contractual Liability, Trust
10.1
Contractual Liability. Unless otherwise elected in the Adoption Agreement, the Company shall be obligated to make all payments hereunder.
This obligation shall constitute a contractual liability of the Company to the Participants, and such payments shall be made from the
general funds of the Company. The Company shall not be required to establish or maintain any special or separate fund, or otherwise to
segregate assets to assure that such payments shall be made, and the Participants shall not have any interest in any particular assets
of the Company by reason of its obligations hereunder. To the extent that any person acquires a right to receive payment from the Company
under the Plan, such right shall be no greater than the right of an unsecured creditor of the Company.
10.2
Trust. The Employer may establish a trust to assist it in meeting its obligations under the Plan. Any such trust shall conform to the
requirements of a grantor trust under Revenue Procedures 92-64 and 92-65 and at all times during the continuance of the trust the principal
and income of the trust shall be subject to claims of general creditors of the Employer under federal and state law. The establishment
of such a trust would not be intended to cause Participants to realize current income on amounts contributed thereto, and the trust would
be so interpreted and administered.
Section
11. Allocation of Responsibilities
The
persons responsible for the Plan and the duties and responsibilities allocated to each are as follows:
11.1
Board.
(i)
To amend the Plan;
(ii)
To appoint and remove members of the Committee; and
(iii)
To terminate the Plan as permitted in Section 14.
11.2
Committee.
(i)
To designate Participants;
(ii)
To interpret the provisions of the Plan and to determine the rights of the Participants under the Plan, except to the extent otherwise
provided in Section 16 relating to claims procedure;
(iii)
To administer the Plan in accordance with its terms, except to the extent powers to administer the Plan are specifically delegated to
another person or persons as provided in the Plan;
(iv)
To account for the amount credited to the Deferred Compensation Account of a Participant;
(v)
To direct the Employer in the payment of benefits;
(vi)
To file such reports as may be required with the United States Department of Labor, the Internal Revenue Service and any other government
agency to which reports may be required to be submitted from time to time; and
(vii)
To administer the claims procedure to the extent provided in Section 16.
Section
12. Benefits Not Assignable; Facility of Payments
12.1
Benefits Not Assignable. No portion of any benefit credited or paid under the Plan with respect to any Participant shall be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void, nor shall any portion of such benefit be
in any manner payable to any assignee, receiver or any one trustee.
12.2
Plan-Approved Domestic Relations Orders. The Committee shall establish procedures for determining whether an order directed to the Plan
is a Plan- Approved Domestic Relations Order. If the Committee determines that an order is a Plan- Approved Domestic Relations Order,
the Committee shall cause the payment of amounts pursuant to or segregate a separate account as provided by (and to prevent any payment
or act which might be inconsistent with) the Plan-Approved Domestic Relations Order notwithstanding Section 12.1.
12.3
Payments to Minors and Others. If any individual entitled to receive a payment under the Plan shall be physically, mentally or legally
incapable of receiving or acknowledging receipt of such payment, the Committee, upon the receipt of satisfactory evidence of incapacity
and satisfactory evidence that another person or institution is maintaining custody of that person and that no guardian or committee
has been appointed, may cause any payment otherwise payable to that person to be made to such person or institution so maintaining custody.
Payment to such person or institution shall be in full satisfaction of all claims by or through the Participant to the extent of the
amount thereof.
Section
13. Beneficiary
The
Participant's Beneficiary shall be the person, persons, entity or entities designated by the Participant on the Beneficiary designation
form provided by and filed with the Committee or its designee. If the Participant does not designate a Beneficiary, the Beneficiary shall
be the Surviving Spouse. If the Participant does not designate a Beneficiary and has no Surviving Spouse, the Beneficiary shall be the
Participant's estate. The designation of a Beneficiary may be changed or revoked only by filing a new Beneficiary designation form with
the Committee or its designee. If a Beneficiary (the "primary Beneficiary") is receiving or is entitled to receive payments
under the Plan and dies before receiving all of the payments due, the balance to which the Beneficiary is entitled shall be paid to the
contingent Beneficiary, if any, named in the Participant's current Beneficiary designation form. If there is no contingent Beneficiary,
the balance shall be paid to the estate of the primary Beneficiary. Any Beneficiary may disclaim all or any part of any benefit to which
such Beneficiary shall be entitled hereunder by filing a written disclaimer with the Committee before payment of such benefit is to be
made. Such a disclaimer shall be made in a form satisfactory to the Committee and shall be irrevocable when filed. Any benefit disclaimed
shall be payable from the Plan in the same manner as if the Beneficiary who filed the disclaimer had predeceased the Participant.
Section
14. Amendment and Termination of Plan
The
Employer may amend any provision of the Plan or terminate the Plan at any time; provided, that in no event shall such amendment or termination
reduce the balance in any Participant's Deferred Compensation Account, including reduction in vesting percentage, as of the date of such
amendment or termination, nor shall any such amendment materially adversely affect the Participant relating to the payment of such Deferred
Compensation Account. Notwithstanding the foregoing, the following special provisions shall apply:
14.1
Termination and liquidation of the Plan in the Discretion of the Employer. The Employer in its discretion may terminate the Plan and
distribute vested benefits in a single lump sum to Participants subject to the following requirements and any others specified under
Section 409A of the Code:
14.1.1
All arrangements sponsored by the Employer that would be aggregated with the Plan under Section 1.409A-l(c) of the Treasury Regulations
are terminated.
14.1.2
No payments other than payments that would be payable under the terms of the Plan if the termination
had not occurred are made within 12 months of the termination date.
14.1.3
All benefits under the Plan are paid within 24 months of the termination date.
14.1.4
The Employer does not adopt a new arrangement that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations
providing for the deferral of compensation at any time within 3 years following the date of termination of the Plan.
14.1.5
The termination does not occur proximate to a downturn in the financial health of the Employer.
Distribution
of benefits shall occur in the same tax year for all Participants.
14.2
Termination and liquidation of the Plan Upon Change in Control Event. If the Employer terminates the Plan within thirty days preceding
or twelve months following a Change in Control Event, the vested Deferred Compensation Account of each Participant shall become payable
to the Participant in a lump sum within twelve months following the date of termination, subject to the requirements of Section 409A
of the Code. Distribution of benefits shall occur in the same tax year for all Participants.
14.3
Termination and liquidation of the Plan upon Corporate Dissolution. The Plan may be terminated within 12 months of a corporate dissolution
taxed under Section 331, or with the approval of a bankruptcy court provided the amounts deferred under the plan are included in the
Participant’s gross income as required under Section 409A of the Code.
Section
15. Communication to Participants
The
Employer shall make a copy of the Plan available for inspection by Participants and Beneficiaries during reasonable hours at the principal
office of the Employer.
Section
16. Claims Procedure
The
following claims procedure shall apply with respect to the Plan:
16.1
Filing of a Claim for Benefits. If a Participant or Beneficiary (the "claimant") believes there is an entitlement to benefits
by the claimant under the Plan which is not being paid or which is not being accrued for the claimant’s benefit, the claimant shall
file a written claim therefore with the Committee.
16.2
Notification to Claimant of Decision. Within 90 days after receipt of a claim by the Committee (or within 180 days if special circumstances
require an extension of time), the Committee shall notify the claimant of the decision with regard to the claim. In the event of such
special circumstances requiring an extension of time, there shall be furnished to the claimant prior to expiration of the initial 90-day
period written notice of the extension, which notice shall set forth the special circumstances and the date by which the decision shall
be furnished. If such claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a manner calculated
to be understood by the claimant, and shall set forth: (i) the specific reason or reasons for the denial; (ii) specific reference to
pertinent provisions of the Plan on which the denial is based; (iii) a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation
of the procedure for review of the denial and the time limits applicable to such procedures, including a statement of the claimant's
right to bring a civil action under ERISA following an adverse benefit determination on review.
16.3
Procedure for Review. Within 60 days following receipt by the claimant of notice of denying a claim, in whole or in part, or, if such
notice shall not be given, within 60 days following the latest date on which such notice could have been timely given, the claimant may
appeal denial of the claim by filing a written application for review with the Committee. Following such request for review, the
Committee shall fully and fairly review the decision denying the claim. Prior to the decision of the Committee, the claimant shall be
given an opportunity to review pertinent documents and to submit issues and comments in writing.
16.4
Decision on Review. The decision on review of a claim denied in whole or in part by the Committee shall be made in the following manner:
16.4.1
Within 60 days following receipt by the Committee of the request for review (or within 120 days if special circumstances require an extension
of time), the Committee shall notify the claimant in writing of its decision with regard to the claim. In the event of such special circumstances
requiring an extension of time, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.
16.4.2
With respect to a claim that is denied in whole or in part, the decision on review shall set forth specific reasons for the decision,
shall be written in a manner calculated to be understood by the claimant, and shall set forth:
(i)
the specific reason or reasons for the adverse determination;
(ii)
specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)
a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the claimant’s claim for benefits; and
(iv)
a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about
such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).
16.4.3
The decision of the Committee shall be final and conclusive.
16.5
Action by Authorized Representative of Claimant. All actions set forth in this Section 16 to be taken by the claimant may likewise be
taken by a representative of the claimant duly authorized by the claimant to act on the claimant’s behalf on such matters. The
Committee may require such evidence of the authority to act of any such representative as it may reasonably deem necessary or
advisable.
16.6 Disability
Claims. Notwithstanding any provision of the Plan to the contrary, if a claim for benefits is based on Disability, the following
claims procedures shall apply: The Committee shall maintain a procedure under which any Participant or Beneficiary can file a claim for
benefits under this Plan based on Disability.
16.6.1
After receiving a claim for benefits, the Committee will notify the Participant or Beneficiary of its claim determination
within 45 days of the receipt of the claim. This period may be extended by 30 days if an extension is necessary to process the claim
due to matters beyond the control of the Committee. A written notice of the extension, the reason for the extension and when the Committee
expects to decide the claim, will be furnished to the Participant or Beneficiary within the initial 45-day period. This period may be
extended for an additional 30 days beyond the original extension. A written notice of the additional extension, the reason for the additional
extension and when the Committee expects to decide the claim, will be furnished to the Participant or Beneficiary within the first 30-day
extension period if an additional extension of time is needed. However, if a period of time is extended due to a Participant or Beneficiary’s
failure to submit information necessary to decide a claim, the period for making the benefit determination by the Committee will be tolled
from the date on which the notification of the extension is sent to the Participant or Beneficiary until the date on which the Participant
or Beneficiary responds to the request for additional information.
16.6.2
If a claim for benefits is denied, in whole or in part, a Participant or Beneficiary or an authorized representative, will receive a
written notice of the denial. The notice will follow the rules of 29 C.F.R. § 2560.503-1(o) for culturally and linguistically appropriate
notices and will be written in a manner calculated to be understood by the Participant or Beneficiary. The notice will include:
(i)
the specific reason(s) for the denial,
(ii)
references to the specific Plan provisions on which the benefit determination was based,
(iii)
a description of any additional material or information necessary to perfect a claim and an explanation of why such information is necessary,
(iv)
a description of the Committee’s appeals procedures and applicable time limits, including, to the extent applicable, a statement
of the right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review,
(v)
a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (i) the views presented by
the claimant to the Committee of health care professionals treating the claimant and vocational professionals who evaluated the claimant;
(ii) the views of medical or vocational experts whose advice was obtained on behalf of the Committee in connection with a claimant’s
adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and (iii) a
disability determination regarding the claimant presented by the claimant to the Committee made by the Social Security Administration,
(vi)
if the determination is based on medical necessity or experimental treatment or similar exclusion or limit, either an explanation of
the scientific or clinical judgment for the determination, applying the terms of the Plan to the relevant medical circumstances, or a
statement that such explanation will be provided free of charge upon request,
(vii)
either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the
adverse benefit determination, or a statement that such rules, guidelines, protocols, standards, or other similar criteria of the Plan
do not exist, and
(viii)
a statement that the Participant or Beneficiary is entitled to receive, upon request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the claim for benefits.
16.6.3
If a claim for benefits is denied, a Participant, Beneficiary, or representative, may appeal the denied claim in writing within 180 days
of receipt of the written notice of denial. The Participant or Beneficiary may submit any written comments, documents, records and any
other information relating to the claim. Upon request, the Participant or Beneficiary will also have access to, and the right to obtain
copies of, all documents, records and information relevant to the claim free of charge.
16.6.4
A full review of the information in the claim file and any new information submitted to support the appeal will be conducted. The claim
decision will be made by a first review appeals committee appointed by the Employer. This committee will consist of individuals who were
not involved in the initial benefit determination, nor will such individuals be subordinate to any person involved in the initial benefit
determination. This review will not afford any deference to the initial benefit determination.
16.6.5
If the initial adverse decision was based in whole or in part on a medical judgment, the first review appeals committee will consult
with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment,
was not consulted in the initial adverse benefit determination and is not a subordinate of the healthcare professional who was consulted
in the initial adverse benefit determination.
16.6.6
Before an adverse benefit determination on review is issued, the first review appeals committee will provide the Participant or Beneficiary,
free of charge, with any new or additional evidence considered, relied upon, or generated by the committee or other person making the
benefit determination (or at the direction of the committee or such other person) in connection with the claim. Such evidence will be
provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is
required to be provided to give the Participant or Beneficiary a reasonable opportunity to respond prior to that date.
16.6.7
Before the first review appeals committee issues an adverse benefit determination on review based on a new or additional rationale, the
committee will provide the Participant or Beneficiary, free of charge, with the rationale. The rationale will be provided as soon as
possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided
to give the Participant or Beneficiary a reasonable opportunity to respond prior to that date.
16.6.8
The first review appeals committee will make a determination on an appealed claim within 45 days of the receipt of an appeal request.
This period may be extended for an additional 45 days if the committee determines that special circumstances require an extension of
time. A written notice of the extension, the reason for the extension and the date that the committee expects to render a decision will
be furnished to the Participant or Beneficiary within the initial 45-day period. However, if the period of time is extended due to a
Participant’s or Beneficiary’s failure to submit information necessary to decide the appeal, the period for making the benefit
determination will be tolled from the date on which the notification of the extension is sent until the date on which the Participant
or Beneficiary responds to the request for additional information.
16.6.9
If the claim on appeal is denied in whole or in part, a Participant or Beneficiary will receive a written notification of the denial.
The notice will follow the rules of 29 C.F.R. § 2560.503-1(o) for culturally and linguistically appropriate notices and will be
written in a manner calculated to be understood by the claimant. The notice will include:
(i)
the specific reason(s) for the adverse determination,
(ii)
references to the specific Plan provisions on which the determination was based,
(iii)
a statement regarding the right to receive upon request and free of charge reasonable access to, and copies of, all records, documents
and other information relevant to the benefit claim,
(iv)
a description of the first review appeals committee’s review procedures and applicable time limits, including a statement
of the right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review,
(v)
a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (i) the views presented by
the claimant to the committee of health care professionals treating the claimant and vocational professionals who evaluated the claimant;
(ii) the views of medical or vocational experts whose advice was obtained by or on behalf of the committee in connection with a claimant’s
adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and (iii) a
disability determination regarding the claimant presented by the claimant to the committee made by the Social Security Administration,
(vi)
if the determination is based on medical necessity or experimental treatment or similar exclusion or limit, either an explanation
of the scientific or clinical judgment for the determination, applying the terms of the Plan to the relevant medical circumstances, or
a statement that such explanation will be provided free of charge upon request, and
(vii)
either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the
adverse benefit determination, or a statement that such rules, guidelines, protocols, standards, or other similar criteria of the Plan
do not exist.
16.6.10
If the appeal of the benefit claim denial is denied, a Participant, Beneficiary, or representative, may make a second appeal of the denial
in writing to the Committee within 180 days of the receipt of the written notice of denial. The Participant or Beneficiary may submit
with the second appeal any written comments, documents, records and any other information relating to the claim. Upon request, the Participant
or Beneficiary will also have access to, and the right to obtain copies of, all documents, records and information relevant to the claim
free of charge.
16.6.11
Upon receipt of the second appeal, a full review of the information in the claim file and any new information submitted to support the
appeal will be conducted. The claim decision will be made by a second review appeals committee appointed by the Employer. This committee
will consist of individuals who were not involved in the initial benefit determination or the first review appeals committee, nor will
such individuals be subordinate to any person involved in the initial benefit or first appeal determination.
16.6.12
If the first appeal was based in whole or in part on a medical judgment, the second appeals review committee will consult with a healthcare
professional who has appropriate training and experience in the field of medicine involved in the medical judgment, was not consulted
in the initial adverse benefit determination nor in the first appeal and is not a subordinate of the healthcare professional(s)
consulted in the initial adverse benefit determination and first appeal.
16.6.13
Before the second appeals review committee issues a denial of the second claim appeal, the committee will provide the Participant or
Beneficiary, free of charge, with any new or additional evidence considered, relied upon, or generated by the committee or other person
making the benefit determination (or at the direction of the committee or such other person) in connection with the claim. Such evidence
will be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on
review is required to be provided to give the Participant or Beneficiary a reasonable opportunity to respond prior to that date.
16.6.14
Before the second review appeals committee issues a denial of the second claim appeal based on a new or additional rationale, the committee
will provide the Participant or Beneficiary, free of charge, with the rationale. The rationale will be provided as soon as possible and
sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give
the Participant or Beneficiary a reasonable opportunity to respond prior to that date.
16.6.15
The second appeals review committee will make a determination on the second claim appeal within 45 days of the receipt of the appeal
request. This period may be extended for an additional 45 days if the committee determines that special circumstances require an extension
of time. A written notice of the extension, the reason for the extension and the date that the committee expects to render a decision
will be furnished to the Participant or Beneficiary within the initial 45-day period. However, if the period of time is extended due
to the Participant’s or Beneficiary’s failure to submit information necessary to decide the appeal, the period for making
the benefit determination will be tolled from the date on which the notification of the extension is sent until the date on which the
Participant or Beneficiary responds to the request for additional information.
16.6.16
If the claim on appeal is denied in whole or in part for a second time, the Participant or Beneficiary will receive a written
notification of the denial. The notice will follow the rules of 29 C.F.R. § 2560.503-1(o) for culturally and linguistically appropriate
notices and will be written in a manner calculated to be understood by the applicant. The notice will include the same information that
was included in the first adverse determination letter and will identify the contractual limitations period that applies to the Participant’s
or Beneficiary’s right to bring an action under section 502(a) of ERISA including the calendar date on which the contractual limitations
period expires for the claim.
16.6.17
A claimant may not commence a judicial proceeding against any person, including the Committee, the Employer, the Board, the first or
second appeals review committee(s), or any other person or committee, with respect to a claim for benefits without first exhausting the
claims procedures set forth in the preceding paragraphs. No suit or legal action contesting in whole or in part any denial of benefits
under the Plan shall be commenced later than the earlier of (i) the first anniversary of (A) the date of the notice of the Committee’s
final decision on appeal, or (B) if the claimant fails to request any level of administrative review within the timeframe permitted under
this Section 16.6, the deadline for requesting the next level of administrative review, and (ii) the last date on which such legal action
could be commenced under the applicable statute of limitations under ERISA (including, for this purpose, any applicable state statute
of limitations that applies under ERISA to such legal action).
16.6.18
A claimant has the right to request a written explanation of any violation of these claims procedures. The Committee will provide an
explanation within 10 days of the request.
Section
17. Miscellaneous Provisions
17.1
Set off. The Employer may at any time offset a Participant's Deferred Compensation Account by an amount up to $5,000 to collect
the amount of any loan, cash advance, extension of other credit or other obligation of the Participant to the Employer that is then due
and payable in accordance with the requirements of Section 409A of the Code.
17.2
Notices. Each Participant who is not in Service and each Beneficiary shall be responsible for furnishing the Committee or its designee
with the current address, and direct deposit information if desired, for the mailing of notices and benefit payments. Any notice required
or permitted to be given to such Participant or Beneficiary shall be deemed given if directed to such address and mailed by regular United
States mail, first class, postage prepaid. If any benefit distribution is rejected or returned to the Employer, benefit payments will
be suspended until the Participant or Beneficiary furnishes the proper information. This provision shall not be construed as requiring
the mailing of any notice or notification otherwise permitted to be given by posting or by other publication.
17.3
Lost Distributees. A benefit shall be deemed forfeited if the Committee is unable to locate the Participant or Beneficiary to whom
payment is due by the fifth anniversary of the date payment is to be made or commence; provided, that the deemed investment rate of
return pursuant to Section 8.2 shall cease to be applied to the Participant's account following the first anniversary of such date;
provided further, however, that such benefit shall be reinstated if a valid claim is made by or on behalf of the Participant or
Beneficiary for all or part of the forfeited benefit. The Employer and Committee will be responsible for determining whether
unclaimed property laws are applicable to forfeited benefits.
17.4
Reliance on Data. The Employer and the Committee shall have the right to rely on any data provided by the Participant or by any Beneficiary.
Representations of such data shall be binding upon any party seeking to claim a benefit through a Participant, and the Employer and the
Committee shall have no obligation to inquire into the accuracy of any representation made at any time by a Participant or Beneficiary.
17.5
Headings. The headings and subheadings of the Plan have been inserted for convenience of reference and are to be ignored in any construction
of the provisions hereof.
17.6
Continuation of Employment. The establishment of the Plan shall not be construed as conferring any legal or other rights upon any Employee
or any persons for continuation of employment, nor shall it interfere with the right of the Employer to discharge any Employee without
regard to the effect thereof under the Plan.
17.7
Merger or Consolidation; Assumption of Plan. No Employer shall consolidate or merge into or with another corporation or entity, or transfer
all or substantially all of its assets to another corporation, partnership, trust or other entity (a "Successor Entity") unless
such Successor Entity shall assume the rights, obligations and liabilities of the Employer under the Plan and upon such assumption, the
Successor Entity shall become obligated to perform the terms and conditions of the Plan. Nothing herein shall prohibit the assumption
of the obligations and liabilities of the Employer under the Plan by any Successor Entity.
17.8
Construction. The Employer shall designate in the Adoption Agreement the state or commonwealth according to whose laws the provisions
of the Plan shall be construed and enforced, except to the extent that such laws are superseded by ERISA and the applicable requirements
of the Code.
17.9
Taxes. The Employer or other payor may withhold a benefit payment under the Plan or a Participant's wages, or the Employer may reduce
a Participant's Deferred Compensation Account balance, in order to meet any federal, state, or local or employment tax withholding obligations
with respect to Plan benefits, as permitted under Section 409A of the Code. The Employer or other payor shall report Plan payments and
other Plan-related information to the appropriate governmental agencies as required under applicable laws.
17.10
Administration Fees. Any Plan or Plan related fees related to the administration of the Plan shall be paid by the Employer.
17.11
Savings Clause. To the extent that any of the provisions of the Plan are found by a court of competent jurisdiction to be illegal, invalid,
or unenforceable for any reason, such provision shall be deleted, and the balance of the Plan shall not be affected.
NOTE:
Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and
Participants. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections
made by the Employer in this Adoption Agreement. Nothing set forth in this agreement or related documents may be taken or relied upon
as legal, tax, investment, or accounting advice, nor as any investment recommendation. You should consult with appropriate counsel or
other advisors on all matters pertaining to legal, tax, or accounting obligations and requirements.
|
Principal
Life Insurance Company, Raleigh, NC 27612 |
|
A
member of the Principal Financial Group® |
THE
NONQUALIFIED DEFERRED COMPENSATION PLAN
ADOPTION
AGREEMENT
THIS
AGREEMENT is the adoption of the Nonqualified Deferred Compensation Plan ("Plan") by Alerus Financial
Corporation (the "Company") with an EIN of 45-0375407.
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 for members of a select group of management
or highly compensated employees and under Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of
1974 (“ERISA”) or independent contractors; 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 (“the Recordkeeper”) 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 Company hereby represents and warrants that the Plan has been adopted by the Company upon proper authorization and the Company 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 Company hereby agrees to be bound by the terms of the Plan.
ARTICLE
II
The
Company hereby makes the following designations or elections for the purpose of the Plan:
2.13 Effective
Date: This is a newly established Plan, and the Effective Date of the Plan is
January 1, 2024.
2.23 |
Participating Employer(s): As of the Effective Date, the following Participating Employer(s) are parties to the Plan: |
Participating
Employer |
EIN |
Alerus
Financial Corporation |
45-0375407 |
Alerus
Financial NA |
45-0140105 |
2.26
Plan: The name of the Plan is:
Alerus
Financial Corporation Deferred Compensation Plan.
4.1
Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant may elect to have their Compensation,
as elected below, deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:
Base
Salary:
maximum
deferral: 90 %
¨ | (b)
|
Base
salary deferral in an amount equal to a 401(k) refund (“401(k) Refund Offset”)
as defined in Section 2.0 of the Plan: |
mandatory
deferral: 100 %
Bonus:
| x |
Incentive Bonus: no defined earnings period |
maximum
deferral: 90 %
x |
(d) |
Performance-Based Compensation: |
x Performance
Based Compensation: earned from 1/1 – 12/31, paid on or around the first quarter of the following Plan Year and whose election
must be no later than six months prior to the end of the earnings period.
maximum
deferral: 90 %
Other:
x |
(e) |
Retainer Fees/Meeting Fees (1099 compensation) |
maximum
deferral: 100 %
¨ |
(f) |
Participant deferrals not allowed. |
4.1.2 | Participant
Deferral Credits and Employer Credits – Election Period (Evergreen Elections): |
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 of the Plan.
4.2
Employer Credits (Section 4.2 of the Plan) and Vesting (Section 6 of the Plan): Employer Credits will be made in the following
manner:
¨ |
(a) |
Employer
Credits not allowed. |
|
|
|
x |
(b) |
Long
Term Incentive Awards: The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant
in an amount determined each Plan Year by the Employer. |
|
|
¨ |
(i) |
Immediate
100% vesting. |
|
|
|
|
|
|
|
|
|
|
|
x |
(ii) |
Number
of Years |
|
Vested |
|
|
|
|
|
of
Service |
|
Percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less
than |
1 |
0 |
% |
|
|
|
|
|
1 |
0 |
% |
|
|
|
|
|
2 |
0 |
% |
|
|
|
|
|
3
or more |
100 |
% |
For
this purpose, Years of Service of a Participant shall be calculated from the date designated below:
¨ (1)
First day the Participant begins to provide services to the Employer and all Participating Employers
x (2)
Each Crediting Date. Under this option (2), 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 the Deferred Compensation Account.
Further,
an Active Participant shall be fully vested in ALL Employer Credits, as noted above, upon the first to occur of the following
events:
x |
(a) |
Full Vesting on the date the Participant completes 15 years
of service. |
x |
(d) |
Change in Control Event. |
If
Change in Control or Disability is not a Vesting event, amounts not vested at the time payments due under this Section cease will be:
| ¨ | Distributed
upon a Qualifying Distribution Event if vested at that time |
4.3
Deferred Compensation Account: 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 of the Plan. Additional In-Service accounts may be established
as permitted in Section 5.4 of the Plan. The Participant will also be required to elect Separation from Service payment options for each
In-Service account established.
5.2
Disability of a Participant: 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 of the Plan.
5.3
Death of a Participant: A Participant's death shall be a Qualifying Distribution Event and the Deferred Compensation Account shall
be paid by the Employer as provided in Section 7.1 of the Plan.
5.4 | In-Service
Distributions: In-Service Accounts are permitted under the Plan: |
| x | (a)
|
In-Service
Accounts are allowed with respect to: |
| x | Participant
Deferral Credits only. |
| ¨ | Participant
Deferral and Employer Credits. |
In-service
distributions may be made in the following manner:
| x | Single
lump sum payment. |
| x | Annual
installments over a term certain not to exceed 4 years. |
If
applicable, amounts not vested at the time in-service payments are distributed will be distributed at Separation from Service if vested
at that time.
¨ |
(b) |
No In-Service Distributions permitted. |
5.5 | Change
in Control Event: |
x |
(a) |
A Change in Control shall not
be a Qualifying Distribution Event. |
¨ | (b)
|
Participants
may elect upon initial enrollment to have accounts distributed upon a Change in Control Event. |
5.6 | Upon
an Unforeseeable Emergency (as defined in Section 2.36 of the Plan) Participants may
apply to cancel deferral elections andor have vested accounts distributed upon an Unforeseeable
Emergency event. |
7.1
Payment Options: If permitted by the plan design, any benefit payable under the Plan upon a permitted Qualifying Distribution
Event may be made to the Participant or the Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant,
or mandated by the plan provisions in the Participation Agreement:
| (a) | Separation
from Service |
| x | (ii)
|
Annual
installments over a term certain as elected by the Participant not to exceed 10 years. |
| (b) | Death
shall be paid in a lump sum |
| x | (ii)
|
Annual
installments over a term certain as elected by the Participant not to exceed 5
years. |
| (d) | Unforeseeable
Emergency shall be paid in a lump sum |
7.4 | (1)
De Minimis Amount. The Employer may distribute a Participant's vested balance
in all Deferred Compensation Account(s) of the Participant at any time, whether or not a
Qualifying Distribution Event has occurred 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. |
(2)
Installment Eligibility Amount. Notwithstanding any payment election made by the Participant, the vested balance in all Deferred
Compensation Account(s) of the Participant shall be distributed in a single lump sum payment if at the time of a permitted Qualifying
Distribution Event that is either a Separation from Service, death, Disability, or Change in Control Event the vested balance does not
exceed:
| x | $50,000 or
¨ Not
Applicable (De Minimis Amount still applies) |
10.1 Contractual
Liability: Liability for payments under the Plan shall be the responsibility of the:
¨ | (b)
|
Company
or Participating Employer who employed the Participant 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 _____________.
x |
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/Commonwealth of North
Dakota, except to the extent that such laws are superseded by ERISA and the applicable provisions of the Code.
IN
WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.
|
Alerus
Financial Corporation |
|
Name
of Company |
|
|
|
By: |
|
|
Authorized
Person |
|
Date: |
|
|
|
The
Plan is adopted by the following Participating Employers: |
|
|
|
Alerus
Financial NA |
|
Name
of Employer |
|
|
|
By: |
|
|
Authorized
Person |
|
Date: |
|
Exhibit 10.2
ALERUS FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
PLAN FREEZE AMENDMENT
December 12, 2023
WHEREAS, Alerus Financial
Corporation (the “Company”), maintains the Alerus Financial Corporation Deferred Compensation Plan for Directors, as
restated effective as of January 1, 2005, and as may be amended from time to time (the “Plan”);
WHEREAS, for purposes
of this Amendment, capitalized terms used herein that are not defined shall have the meanings given to them in the Plan;
WHEREAS, the Company
desires to amend the Plan to implement a Plan freeze, effective as of December 31, 2023, as well as make certain other administrative
amendments in connection with such Plan freeze; and
WHEREAS, the Board
of Directors of the Company (the “Board”) has the authority to amend the Plan, pursuant to Section 8.1.3 of the Plan.
NOW THEREFORE BE IT RESOLVED,
that the Board hereby amends the Plan as follows, effective as of December 31, 2023:
| 1. | A new Article I-A shall be added to the Plan immediately preceding Article I of the Plan to provide as
follows: |
“ARTICLE I-A
PLAN FREEZE AMENDMENT
| 1.1-A | Implementation of Plan Freeze.
The Plan is hereby frozen as of December 31, 2023 (the ‘Freeze Effective Date’). Notwithstanding any provision of the
Plan to the contrary, on and after the Freeze Effective Date: (i) no new Directors shall be permitted to participate in the Plan; (ii)
no deferral elections with respect to any Fees (or any other compensation) relating to service periods following the 2023 calendar year
shall be permitted under the Plan; and (iii) any Participant deferral election that would otherwise roll forward and apply automatically
in respect of future Plan Years shall be deemed null and void with respect to future Plan Years.” |
| 2. | Section 3.1.3 shall be deleted in its entirety and replaced with the following: |
“3.2.2 [Reserved].”
| 3. | A new Article 4.3-A shall be added to the Plan immediately preceding Article 4.3 of the Plan to provide
as follows: |
“4.3-A Investment
Options; Earnings and Losses.
| 4.3.1-A | The Company may select one or more Investment Options for the deemed investment
of Accounts under the Plan. The Company may change, discontinue, or add to the Investment Options at any time. Participants may designate
the available Investment Option(s) for the hypothetical investment of the Participant’s Account
on the form provided by the Company (or third party administrator of the Plan) and may make subsequent changes to the Participant’s
selections in accordance with procedures established by the Company. Details regarding the applicable Investment Options will separately
be made available to the Participants. There is no guarantee that any particular Investment Option, or that a minimum number of Investment
Options, will be available at the time of any particular election or otherwise. Each Participant Account shall be adjusted for earnings
or losses based on the applicable Investment Option(s), on such dates as determined by the Company. For purposes of the foregoing, “Investment
Options” means the investment fund or funds (or other investments options) selected by the Company for hypothetical investment
of Accounts.” |
| 4. | A new Section 4.3.3 shall be added to the Plan to provide as follows: |
| “4.3.3 | Freezing of Earnings Credits. Notwithstanding the foregoing provisions of
this Section 4.3, or any other provision of the Plan to the contrary, no Accounts will accrue Earnings Credits following January 31, 2024.” |
| 5. | All terms and conditions of the Plan other than those specifically amended herein shall be unaffected
by this amendment and shall continue in full force and effect. |
Exhibit 10.3
ALERUS FINANCIAL CORPORATION
DEFERRED COMPENSATION PLAN FOR EXECUTIVES
PLAN FREEZE AMENDMENT
December 12, 2023
WHEREAS, Alerus Financial
Corporation (the “Company”), maintains the Alerus Financial Corporation Deferred Compensation Plan for Executives,
as adopted effective January 1, 2006, as amended by the First Amendment to such plan, and as may be further amended from time to time
(the “Plan”);
WHEREAS, for purposes
of this Amendment, capitalized terms used herein that are not defined shall have the meanings given to them in the Plan;
WHEREAS, the Company
desires to amend the Plan to implement a Plan freeze, effective as of December 31, 2023, as well as make certain other administrative
amendments in connection with such Plan freeze; and
WHEREAS, the Board
of Directors of the Company (the “Board”) has the authority to amend the Plan, pursuant to Section 8.1.3 of the Plan.
NOW THEREFORE BE IT RESOLVED,
that the Board hereby amends the Plan as follows, effective as of December 31, 2023:
| 1. | A new Article I-A shall be added to the Plan immediately preceding Article I of the Plan to provide as
follows: |
“ARTICLE I-A
PLAN FREEZE AMENDMENT
| 1.1-A | Implementation of Plan Freeze.
The Plan is hereby frozen as of December 31, 2023 (the ‘Freeze Effective Date’). Notwithstanding any provision of the
Plan to the contrary, on and after the Freeze Effective Date: (i) no new Employees shall be permitted to participate in the Plan; (ii)
no deferral elections with respect to any Deferral Eligible Amounts (or any other compensation) relating to service periods following
the 2023 calendar year shall be permitted under the Plan; and (iii) any Participant deferral election that would otherwise roll forward
and apply automatically in respect of future Plan Years shall be deemed null and void with respect to future Plan Years.” |
| 2. | Section 3.2.2 shall be deleted in its entirety and replaced with the following: |
“3.2.2 [Reserved].”
| 3. | Section 3.3 shall be deleted in its entirety. |
| 4. | A new Article 4.3-A shall be added to the Plan immediately preceding Article 4.3 to provide as follows: |
“4.3-A Investment
Options; Earnings and Losses.
| 4.3.1-A | The Company may select one or more Investment Options for the deemed investment
of Accounts under the Plan. The Company may change, discontinue, or add to the Investment
Options at any time. Participants may designate the available Investment Option(s) for the hypothetical investment of the Participant’s
Account on the form provided by the Company (or third party administrator of the Plan) and may make subsequent changes to the Participant’s
selections in accordance with procedures established by the Company. Details regarding the applicable Investment Options will separately
be made available to the Participants. There is no guarantee that any particular Investment Option, or that a minimum number of Investment
Options, will be available at the time of any particular election or otherwise. Each Participant Account shall be adjusted for earnings
or losses based on the applicable Investment Option(s), on such dates as determined by the Company. For purposes of the foregoing, “Investment
Options” means the investment fund or funds (or other investments options) selected by the Company for hypothetical investment
of Accounts.” |
| 5. | A new Section 4.3.3 shall be added to the Plan to provide as follows: |
| “4.3.3 | Freezing of Earnings Credits. Notwithstanding the foregoing provisions of
this Section 4.3, or any other provision of the Plan to the contrary, no Accounts will accrue Earnings Credits following January 31, 2024.” |
| 6. | All terms and conditions of the Plan other than those specifically amended herein shall be unaffected
by this amendment and shall continue in full force and effect. |
Exhibit 99.1
|
Kris
Bevill, Public Relations Manager
701.280.5076 (Office)
:: 701.306.8561 (Cell)
kris.bevill@alerus.com
investors.alerus.com
|
FOR IMMEDIATE RELEASE
NIKKI
SORUM, JOHN URIBE JOIN BOARD OF DIRECTORS FOR ALERUS FINANCIAL CORPORATION
MINNEAPOLIS (December 13, 2023)
– Alerus Financial Corporation (Nasdaq: ALRS) is pleased to announce the addition of Nikki Sorum and John Uribe to its board of
directors.
“We are honored to welcome these
accomplished financial leaders to our board,” said Alerus CEO and President Katie Lorenson. “Nikki and John have incredible
depth of knowledge to contribute as we continue building on our company’s strong foundation. Equally important, they understand
the value of our diversified business model for both clients and stakeholders, and support our strategy of succeeding by putting clients
first.”
Ms. Sorum brings 40 years of experience
as a leader in the financial services industry. She served for more than 20 years in various leadership roles at Thrivent Financial,
most recently as head of sales and distribution at Thrivent Advisors, a position she held from 2020 until 2023. Prior to her time at
Thrivent, Ms. Sorum served in senior vice president roles at RBC Wealth Management and was a partner at McKinsey & Co. She holds
a bachelor’s degree in economics from the University of Minnesota Twin Cities and an MBA from Harvard Business School.
Mr. Uribe brings more than 30 years
of financial and strategic leadership experience with expertise in mergers and acquisitions, financial planning and analysis, and general
management. He currently serves as chief financial officer at Blue Cross and Blue Shield of Minnesota, a position he has held since 2022.
Prior to his appointment as chief financial officer, Mr. Uribe served as vice president of corporate development and interim treasurer
since 2012. Before joining Blue Cross, Mr. Uribe served in various finance leadership roles at RedBrick Health, GE Commercial Finance-Fleet
Services, General Mills, and NCR Corporation. He is a board member for organizations including Learn to Live, the Bakken Museum, and
the Latino Economic Development Center. He holds a bachelor’s degree in accounting and an MBA in finance and international business
from Indiana University Bloomington.
About Alerus Financial Corporation
Alerus Financial
Corporation is a diversified financial services company with corporate offices in Grand Forks, North Dakota, and the Minneapolis-St.
Paul, Minnesota metropolitan area. Through its subsidiary, Alerus Financial, N.A., Alerus provides innovative and comprehensive financial
solutions to businesses and consumer clients through four distinct business segments — banking, retirement and benefits services,
wealth management, and mortgage. Alerus provides clients with a primary point of contact to help fully understand the unique needs and
delivery channel preferences of each client. Clients are provided with competitive products, valuable insight, and sound advice supported
by digital solutions designed to meet the clients’ needs.
Alerus has banking, mortgage, and wealth
management offices in Grand Forks and Fargo, North Dakota, the Minneapolis-St. Paul, Minnesota metropolitan area, and Phoenix and Scottsdale,
Arizona. Alerus Retirement and Benefits plan administration hubs are located in Minnesota, Michigan, and Colorado. The common stock of
the company trades on the Nasdaq Capital Market under the symbol ALRS.
# # #
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Alerus Financial (NASDAQ:ALRS)
過去 株価チャート
から 5 2024 まで 6 2024
Alerus Financial (NASDAQ:ALRS)
過去 株価チャート
から 6 2023 まで 6 2024