Exhibit 10.24


 


COBIZ, INC.


 


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


 


Restated
Effective January 1, 2008


 

















 


TABLE OF CONTENTS


 


	
   

  	
  PAGE

  
	
  Article I – PURPOSE; EFFECTIVE
  DATE

  	
  1

  
	
  1.1

  	
  Purpose

  	
  1

  
	
  1.2

  	
  Effective Date

  	
  1

  
	
   

  	
   

  
	
  Article II – DEFINITIONS

  	
  1

  
	
  2.1

  	
  Actuarial Equivalent

  	
  1

  
	
  2.2

  	
  Board

  	
  1

  
	
  2.3

  	
  Change in Control

  	
  1

  
	
  2.4

  	
  Committee

  	
  2

  
	
  2.5

  	
  Company

  	
  2

  
	
  2.6

  	
  Compensation

  	
  2

  
	
  2.7

  	
  Deferred Compensation Plan

  	
  2

  
	
  2.8

  	
  Disability

  	
  2

  
	
  2.9

  	
  Employer

  	
  2

  
	
  2.10

  	
  Final Average Compensation

  	
  3

  
	
  2.11

  	
  Form of Payment Designation

  	
  3

  
	
  2.12

  	
  401(k) Plan

  	
  3

  
	
  2.13

  	
  Participant

  	
  3

  
	
  2.14

  	
  Participation Agreement

  	
  3

  
	
  2.15

  	
  Plan

  	
  3

  
	
  2.16

  	
  Separation from Service

  	
  3

  
	
  2.17

  	
  Supplemental Retirement Benefit

  	
  3

  
	
  2.18

  	
  Target Benefit Percentage

  	
  3

  
	
  2.19

  	
  Years of Participation

  	
  4

  
	
  2.20

  	
  Years of Service

  	
  4

  
	
   

  	
   

  
	
  Article III – PARTICIPATION

  	
  4

  
	
  3.1

  	
  Eligibility and Participation

  	
  4

  
	
  3.2

  	
  Change in Employment Status

  	
  4

  
	
   

  	
   

  
	
  Article IV – DEATH BENEFIT

  	
  4

  
	
  4.1

  	
  Death Benefit

  	
  4

  
	
   

  	
   

  
	
  Article V – SUPPLEMENTAL
  RETIREMENT BENEFITS

  	
  5

  
	
  5.1

  	
  Supplemental Retirement Benefit

  	
  5

  
	
  5.2

  	
  Vesting

  	
  5

  
	
  5.3

  	
  Vesting of Benefits Upon Various Kinds of
  Employment Termination

  	
  5

  
	
  5.4

  	
  Form of Payment

  	
  5

  
	
  5.5

  	
  Change in Control

  	
  5

  
	
  5.6

  	
  Commencement of Benefit Payments

  	
  5

  
	
  5.7

  	
  Withholding; Payroll Taxes

  	
  6

  
	
  5.8

  	
  Payment to Guardian

  	
  6

  
	
   

  	
   

  
	
  Article VI – ADMINISTRATION

  	
  6

  
	
  6.1

  	
  Committee; Duties

  	
  6

  



 


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  6.2

  	
  Agents

  	
  6

  
	
  6.3

  	
  Binding Effect of Decisions

  	
  6

  
	
  6.4

  	
  Indemnity of Committee

  	
  6

  
	
  6.5

  	
  Election of Committee After Change in
  Control

  	
  6

  
	
   

  	
   

  
	
  Article VII – CLAIMS PROCEDURE

  	
  7

  
	
  7.1

  	
  Claim

  	
  7

  
	
  7.2

  	
  Denial of Claim

  	
  7

  
	
  7.3

  	
  Review of Claim

  	
  7

  
	
  7.4

  	
  Final Decision

  	
  7

  
	
   

  	
   

  
	
  Article VIII – TERMINATION,
  SUSPENSION OR AMENDMENT

  	
  7

  
	
  8.1

  	
  Termination, Suspension or Amendment of
  Plan

  	
  7

  
	
  8.2

  	
  Effect of Termination of Plan on Benefit
  Payments

  	
  8

  
	
   

  	
   

  
	
  Article IX – MISCELLANEOUS

  	
  9

  
	
  9.1

  	
  Unfunded Plan

  	
  9

  
	
  9.2

  	
  Company Obligation

  	
  9

  
	
  9.3

  	
  Unsecured General Creditor

  	
  9

  
	
  9.4

  	
  Trust Fund

  	
  9

  
	
  9.5

  	
  Nonassignability

  	
  9

  
	
  9.6

  	
  Not a Contract of Employment

  	
  9

  
	
  9.7

  	
  Protective Provisions

  	
  10

  
	
  9.8

  	
  Governing Law

  	
  10

  
	
  9.9

  	
  Validity

  	
  10

  
	
  9.10

  	
  Notice

  	
  10

  
	
  9.11

  	
  Successors

  	
  10

  
				



 


-ii-

















 


COBIZ, INC.


 


SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN


 


ARTICLE I– PURPOSE; EFFECTIVE DATE


 


1.1           Purpose.
The purpose of this Supplemental Executive Retirement Plan is to provide
supplemental retirement and disability benefits for a select group of
management of the Company. It is intended that the Plan will promote growth in
the Company by retaining and attracting individuals of exceptional ability by
providing them with these benefits.


 


1.2           Effective
Date. This Plan originally was effective January 1, 2004, and this
restatement of the Plan is effective January 1, 2008. This restated Plan is
intended to comply in all respects with Section 409A of the Code.


 


ARTICLE II– DEFINITIONS


 


For the
purposes of this Plan, the following terms shall have the meanings indicated
unless the context clearly indicates otherwise:


 


2.1           Actuarial Equivalent.
“Actuarial Equivalent” means equivalence in value between two (2) or more forms
and/or times of payment based on a determination by an actuary chosen by the
Company, using the 1984 IAM Mortality Table, and the PBGC rate in effect at the
time of such determination. Notwithstanding the foregoing, for purposes of
determining lump sums, the interest rate shall be equal to the lesser of (a)
the Pension Benefit Guaranty Corporation interest rate for immediate annuities,
as published in Appendix B to Part 2619 of Title 29 of the Code of Federal
Regulations, or any successor or replacement rate (the “PBGC rate”) in effect
on January 1 of each year; or (b) a twenty-four (24) month rolling average of
the PBGC rate, using the current rate as of the beginning of the month in which
the calculation is made and the twenty-three (23) previous months.


 


2.2           Board. “Board”
means the Board of Directors of the Company.


 


2.3           Change in Control.
“Change in Control” of the Company means, and shall have been deemed to have
occurred upon, the first to occur of any of the following events:


 


(a)           The acquisition by any person, entity or group (as defined
in Section 13(d) of the Exchange Act) (other than (i) the Company and
its Subsidiaries, (ii) any employee benefit plan of the Company or its
Subsidiaries or (iii) any person who is an officer, director or beneficial
owner of 5% or more of the outstanding stock on the date the Plan is adopted by
the Board) through one transaction or a series of transactions of 50% or more
of the combined voting power of the then outstanding voting securities of the
Company;


 


(b)           The merger or consolidation of the Company as a result of
which the persons who were shareholders of the Company immediately prior to
such merger or consolidation do not,


 

















 


immediately thereafter, own, directly or
indirectly, more than 50% of the combined voting power entitled to vote
generally in the election of directors of the merged or consolidated company;
provided, however, that, for purposes of this clause (b), any shares of
stock of or other equity interest in the merged or consolidated entity that are
issued to or retained by a person who was a shareholder of the Company
immediately prior to the transaction in respect of such person’s ownership
interest in a party to the transaction other than the Company shall not be
deemed to be owned by such person immediately after the transaction (but shall
be deemed to be outstanding);


 


(c)           The liquidation or dissolution of the Company (other than
(i) a dissolution occurring upon a merger or consolidation thereof,
(ii) a liquidation of the Company into its Subsidiary or (iii) a
liquidation or dissolution that is incident to a reorganization); and


 


(d)           The sale, transfer or other disposition of all or
substantially all of the assets of the Company through one transaction or a
series of related transactions to one or more persons or entities.


 


(e)           For purposes of this Section 2.3, the term “Subsidiary”
shall mean any corporation owned 50 percent or more by the Company, or any
other affiliate designated by the Board.


 


2.4           Committee. “Committee”
means the committee appointed by the Board to administer the Plan pursuant to
Article VI.


 


2.5           Company. “Company”
means Cobiz , Inc. a Colorado corporation.


 


2.6           Compensation. “Compensation”
means the base salary payable to a Participant by the Company and considered to
be “wages” for purposes of federal income tax withholding. Compensation shall
be calculated before reduction for any amounts deferred by the Participant
pursuant to the Company’s tax qualified plans which may be maintained under
Section 401(k) or Section 125 of the Internal Revenue Code (the “Code”), or
under the Deferred Compensation Plan as defined in Section 2.7. Inclusion of
any other forms of Compensation are subject to Committee approval.


 


2.7           Deferred
Compensation Plan. “Deferred Compensation Plan” means a nonqualified
deferred compensation plan established by the Company for a select group of
highly compensated and management employees of the Company.


 


2.8           Disability. “Disability”
means a physical or mental condition that prevents the Participant from
satisfactorily performing the Participant’s usual duties for the Company. The
Committee shall determine the existence of Disability and may rely on advice
from a medical examiner satisfactory to the Committee in making the
determination.


 


2.9           Employer. “Employer”
means the Company and each affiliate of the Company that is treated as part of
the Company’s controlled group under Section 414(b) or 414(c) of the Code,
applying the “80 percent” threshold for the determination of controlled group
status as provided in the regulations under Sections 414(b) and 414(c) of the
Code.


 


2

















 


2.10         Final Average
Compensation. “Final Average Compensation” means the Participant’s average
monthly Compensation during any five (5) calendar years in which the
Participant’s Compensation is the highest during the Benefit Measurement Period.
The Benefit Measurement Period begins with the Participant’s date of
participation in the Plan and ends after 10 years of participation.


 


2.11         Form of Payment
Designation. “Form of Payment Designation” means the form prescribed by the
Committee and completed by the Participant, indicating the chosen form of
payment for benefits payable under the Plan, as elected by the Participant and
as permitted by the Plan.


 


2.12         401(k) Plan. “401(k)
Plan” means the Cobiz, Inc. 401(k) Plan or any successor defined contribution
plan maintained by the Company that qualifies under Section 401(a) of the Code
by satisfying the requirements of Section 401(k) of the Code.


 


2.13         Participant. “Participant”
means any employee who is eligible, pursuant to Section 3.1, to participate in
this Plan, and who has not yet received full benefits hereunder.


 


2.14         Participation
Agreement. “Participation Agreement” means the agreement signed by the
Company for a Participant and approved by the Committee pursuant to Article
III.


 


2.15         Plan. “Plan” means
this Cobiz, Inc. Supplemental Executive Retirement Plan, as may be amended from
time to time.


 


2.16         Separation from
Service. “Separation from Service” means the date on which an employee has
a termination of employment with the Employer for any reason; provided that,
the employment relationship is treated as continuing intact while the
individual 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 individual’s right to reemployment with the Employer is
guaranteed by statute or contract. If the period of leave exceeds six months
and the individual’s right to reemployment is not guaranteed by statute or
contract, the employment relationship is deemed to terminate on the first day
following the expiration of the six-month period. The determination of whether
a Separation from Service has occurred will be made pursuant to Section 409A of
the Code.


 


2.17         Supplemental
Retirement Benefit. “Supplemental Retirement Benefit” means the benefit
determined under Article V of this Plan.


 


2.18         Target Benefit
Percentage. “Target Benefit Percentage” means the percentage of a
Participant’s Final Average Compensation that will be used in determining the
Participant’s Supplemental Retirement Benefit under Article V of this Plan. The
Target Benefit Percentage is determined by multiplying fifty percent (50%)
times a fraction, the numerator of which is the Participant’s Years of
Participation (not to exceed ten (10)) and the denominator of which is ten (10).
The Target Benefit Percentage, as set forth in the preceding sentence, shall
apply to those Participants who retire on or after December 31, 2004.


 


3

















 


2.19         Years of Participation.
“Years of Participation” means each year a Participant participates in the
Plan, excluding years which the Participant no longer actively participates, in
accordance with Section 3.2.


 


2.20         Years of Service. “Years
of Service” means the number of 12 month periods of continuous employment with
the Company by the Participant, beginning with the date of participation in
this Plan.


 


ARTICLE III– PARTICIPATION


 


3.1           Eligibility and
Participation.


 


(a)           Eligibility. Eligibility to participate in the Plan shall be
limited to those select key employees of the Company who are designated by
management, from time to time, and approved by the Committee.


 


(b)           Participation. An employee’s participation in the Plan shall
be effective upon notification to the employee by the Committee of eligibility
to participate, completion of a Participation Agreement and a Form of Payment Designation,
and acceptance of each by the Committee. Subject to Section 3.2, participation
in the Plan shall continue until such time as the Participant experiences a
Separation from Service and as long thereafter as the Participant is eligible
to receive benefits under this Plan.


 


3.2           Change in Employment
Status. If the Committee determines that a Participant’s employment
performance is no longer at a level that deserves reward through participation
in this Plan, but does not terminate the Participant’s employment with the
Company, participation herein and eligibility to receive benefits hereunder
shall be limited to the Participant’s accrued interest in such benefits as of
the date designated by the Board (“Participation Termination Date”). Such
benefits shall be based solely on the Participant’s Years of Participation and
Compensation as of the Participation Termination Date. Notwithstanding the
above, Participants who have a change in employment status, as described in
this Section 3.2, and who Separate from Service within twenty-four (24) months
following a Change in Control, shall be entitled to benefits as described in
Section 5.5 of this Plan.


 


ARTICLE IV– DEATH BENEFIT


 


4.1           Death Benefit. This
Plan is not intended to pay a death benefit. To the extent a Participant has
died with an accrued vested benefit, determined under Article V hereof, and
such benefit has not been paid, neither the Participant’s estate, nor any other
successor in interest shall be entitled to a benefit under this Plan.


 


4

















 


ARTICLE V– SUPPLEMENTAL RETIREMENT BENEFITS


 


5.1           Supplemental
Retirement Benefit. Upon the Participant’s Separation from Service, the
Participant shall be entitled to a Supplemental Retirement Benefit equal to an
annual benefit, payable for ten years, equal to the Participant’s Target
Benefit Percentage multiplied by Final Average Compensation, to the extent
vested under Section 5.2. For purposes of calculating such benefit, it shall be
assumed that such benefit will be paid monthly.


 


5.2           Vesting. A
Participant shall vest in his benefits under this Plan at the rate of 20
percent for each Year of Service, and shall be 100% vested on completion of
five Years of Service.


 


5.3           Vesting of Benefits
Upon Various Kinds of Employment Termination. If a Participant Separates
from Service prior to vesting, such Participant shall forfeit the non vested
percentage of his accrued Supplemental Retirement Benefit. If a Participant Separates
from Service because of Disability, such Participant shall be deemed to be 100
percent vested in his Supplemental Retirement Benefit, regardless of Years of
Service. If a Participant dies prior to the time his full Supplemental
Retirement Benefit has been paid, such Participant shall forfeit the balance of
his accrued Supplemental Retirement Benefit, as specified in Section 4.1 hereof.
If a Participant Separates from Service involuntarily as a result of Change in
Control, benefits will be as described in Section 5.5, and the Participant
shall be deemed to be 100 percent vested.


 


5.4           Form of Payment.
The normal form of payment of the Supplemental Retirement Benefit hereunder
shall be deemed to a lump sum which is the Actuarial Equivalent of the
Supplemental Retirement Benefit specified in Section 5.1 hereof. A Participant
may execute a Form of Payment Designation, specifying a monthly benefit for a
period certain of 120 months, provided that such Form of Payment Designation is
signed by the Participant and filed with the Committee on or before the 30th
date after the Participant commences participation in this Plan.


 


5.5           Change in Control.


 


(a)           Amount.
If the Participant is involuntarily Separated from Service, or suffers a
significant diminution of duties or responsibilities and Separates from Service,
within twenty-four (24) months following a Change in Control, the Participant
shall be entitled to a Supplemental Retirement Benefit as determined under
Section 5.1 above, in the form of an Actuarial Equivalent lump sum.


 


(b)           Form
and Time of Payment. The benefit payable under this Section 5.5 shall be paid in
one lump sum on the 60th day following the Participant’s Separation
from Service.


 


5.6           Commencement of
Benefit Payments.


 


(a)           Payment
of the Supplemental Retirement Benefit shall commence on the 60th
day following the Participant’s Separation from Service.


 


(b)           Payment
of the Supplemental Retirement Benefit to a Participant who Separates from
Service on account of Disability shall commence on the 60th day
following the Participant’s Separation from Service because of Disability.


 


5

















 


(c)           Payment
of a Supplemental Retirement Benefit on account of a Change in Control shall
commence as specified in Section 5.5 hereof.


 


(d)           Notwithstanding
the above, if the
Company determines in good faith that, as of the date of the Participant’s
Separation from Service, the Participant is a “specified employee” within the
meaning of Code Section 409A(a)(2)(B)(i), then, to the extent required under
Code Section 409A, any amount that otherwise would be payable to the Participant
pursuant to this Section 5.6 upon the Participant’s Separation from Service and
during the six-month period following such Separation from Service, will be
payable in a single sum upon the first day of the seventh month following the
date of the Participant’s Separation from Service.


 


5.7           Withholding; Payroll
Taxes. The Company shall withhold from payments hereunder any taxes
required to be withheld from such payments under local, state or federal law.


 


5.8           Payment to Guardian.
If a Plan benefit is payable to a person declared incompetent or to a person
incapable of handling the disposition of property, the Committee may direct
payment to the guardian, legal representative or person having the care and
custody of such person. The Committee may require proof of competency,
incapacity or guardianship as it may deem appropriate prior to distribution. Such
distribution shall completely discharge the Committee and the Company from all
liability with respect to such benefit.


 


ARTICLE VI– ADMINISTRATION


 


6.1           Committee; Duties.
The Plan shall be administered by the Committee, which shall consist of not
less than three (3) persons appointed by the Board, except after a Change in
Control as provided in Section 6.5. The Committee shall have the authority to
make, amend, interpret, and enforce all appropriate rules and regulations for
the administration of the Plan and decide or resolve any and all questions,
including interpretations of the Plan, as may arise in such administration. A
majority vote of the Committee members shall control any decision.


 


6.2           Agents. The
Committee may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit, and may from time to time consult with
counsel who may be counsel to the Company.


 


6.3           Binding Effect of
Decisions. The decision or action of the Committee with respect to any
question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final, conclusive and binding upon all persons
having any interest in the Plan.


 


6.4           Indemnity of
Committee. The Company shall indemnify and hold harmless the members of the
Committee against any and all claims, loss, damage, expense or liability
arising from any action or failure to act with respect to this Plan on account
of such member’s service on the Committee, except in the case of gross
negligence or willful misconduct.


 


6.5           Election of
Committee After Change in Control. After a Change in Control, vacancies on
the Committee shall be filled by majority vote of the remaining Committee
members and


 


6

















 


Committee
members may be removed only by such a vote. If no Committee members remain, a
new Committee shall be elected by majority vote of the Participants in the Plan
immediately preceding such Change in Control. No amendment shall be made to
Article VI or other Plan provisions regarding Committee authority with respect
to the Plan without prior approval by the Committee.


 


ARTICLE VII– CLAIMS PROCEDURE


 


7.1           Claim. Any
person or entity claiming a benefit, requesting an interpretation or ruling
under the Plan, or requesting information under the Plan (hereinafter referred
to as “Claimant”) shall present the request in writing to the Committee, which
shall respond in writing as soon as practicable.


 


7.2           Denial of Claim.
If the claim or request is denied, the written notice of denial shall state:


 


(a)           The reason for denial, with specific reference to the Plan
provisions on which the denial is based;


 


(b)           A
description of any additional material or information required and an
explanation of why it is necessary; and


 


(c)           An
explanation of the Plan’s claims review procedure.


 


7.3           Review of Claim.
Any Claimant whose claim or request is denied or who has not received a
response within sixty (60) days may request a review by notice given in writing
to the Committee. Such request must be made within sixty (60) days after
receipt by the Claimant of the written notice of denial, or in the event
Claimant has not received a response sixty (60) days after receipt by the
Committee of Claimant’s claim or request. The claim or request shall be
reviewed by the Committee which may, but shall not be required to, grant the
Claimant a hearing. On review, the Claimant may have representation, examine
pertinent documents, and submit issues and comments in writing.


 


7.4           Final Decision. The
decision on review shall normally be made within sixty (60) days after the
Committee’s receipt of Claimant’s claim or request. If an extension of time is
required for a hearing or other special circumstances, the Claimant shall be
notified and the time limit shall be one hundred twenty (120) days. The
decision shall be in writing and shall state the reason and the relevant Plan
provisions. All decisions on review shall be final and bind all parties
concerned.


 


ARTICLE VIII– TERMINATION, SUSPENSION OR
AMENDMENT


 


8.1           Termination,
Suspension or Amendment of Plan. The Board may, in its sole discretion,
terminate or suspend the Plan at any time, in whole or in part. The Board may
amend the Plan at any time. Any amendment may provide different benefits or
amounts of benefits from those herein set forth. However, no such termination,
suspension or amendment shall adversely affect


 


7

















 


the benefits
of Participants which have accrued prior to such action, or the benefits of any
Participant who has previously retired, except as otherwise determined by the
Board under Section 8.1 with respect to any Participant.


 


8.2           Effect of Termination
of Plan on Benefit Payments.


 


(a)           Upon termination of the Plan, payment of benefits from the
terminated Plan will be made in accordance with the terms of this Plan existing
as of such Plan termination and no acceleration of payments is permitted except
as expressly permitted under Code Section 409A, as provided below.


 


(b)           The Company, in its sole discretion, may accelerate the
payment of benefits upon the termination of the Plan in the following
circumstances and in such other circumstances as may be permitted under Code
Section 409A:


 


[i]            Dissolution or Bankruptcy:  If the Plan is terminated within 12 months of
a corporate dissolution of the Company taxed under Code Section 331, or with
the approval of a bankruptcy court pursuant to 11 U.S.C. ‘503(b)(1)(A),
provided that the Plan benefits are payable (and included in the Participants’
gross incomes) in the latest of (A) the calendar year in which the Plan
termination occurs; (B) the calendar year in which the benefits are no longer
subject to a substantial risk of forfeiture under Code Section 409A; or (C) the
first calendar year in which the payment is administratively practicable.


 


[ii]           Change in Control Under
Code Section 409A:  If the
Plan is terminated within the 30 days preceding or the 12 months following a change
in control as defined in Code Section 409A; provided that all substantially
similar arrangements sponsored by the Company (and any other entity deemed to
be the service recipient under Code Section 409A) also are terminated and the
participants under all such arrangements, including this Plan, are required to
receive their vested benefits within 12 months after the termination of the
arrangements.


 


[iii]          Termination of all Plans:  If (A) all arrangements sponsored by the
Company that would be aggregated with this Plan under Code Section 409A if the
same individual participated in all such arrangements are terminated, (B) no
payments, except those otherwise due under the terms of this Plan and such
other arrangements, are made within 12 months of the termination of this Plan
and such other arrangements, (C) all payments from this Plan and the other
arrangements are made within 24 months after such termination, and (D) the
Company does not adopt a new arrangement that would be aggregated with any
terminated arrangement under Code Section 409A if the same individual
participated in all such arrangement at any time within five years following
the termination of this Plan and the other arrangements.


 


8

















 


ARTICLE IX– MISCELLANEOUS


 


9.1           Unfunded Plan. This
Plan is an unfunded plan maintained primarily to provide deferred compensation
benefits for a select group of “management or highly-compensated employees”
within the meaning of Sections 201, 301, and 401 of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), and therefore is exempt from
the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, to the
extent permitted under Code Section 409A and the regulations issued thereunder,
the Board may terminate the Plan and make no further benefit payments, or
remove certain employees as Participants if it is determined by the United
States Department of Labor, a court of competent jurisdiction, or an opinion of
counsel that the Plan constitutes an employee pension benefit plan within the
meaning of Section 3(2) of ERISA (as currently in effect or hereafter amended)
which is not so exempt.


 


9.2           Company Obligation.
The obligation to make benefit payments to any Participant under the Plan shall
be an obligation solely of the Company with respect to the deferred
compensation receivable from, and contributions by the Company, and shall not
be an obligation of another employer.


 


9.3           Unsecured General
Creditor. Except as provided in Section 9.4, Participants shall be
unsecured general creditors, with no secured or preferential right to any
assets of the Company or any other party for payment of benefits under this
Plan. Any property held by the Company for the purpose of generating the cash
flow for benefit payments shall remain its general, unpledged and unrestricted
assets. The Company’s obligation under the Plan shall be an unfunded and
unsecured promise to pay money in the future.


 


9.4           Trust Fund. The
Company shall be responsible for the payment of all benefits provided under the
Plan. At its discretion, the Company may establish one (1) or more trusts, with
such trustees as the Board may approve, for the purpose of providing for the
payment of such benefits. Although such a trust shall be irrevocable, its
assets shall be held for payment of all the Company’s general creditors in the
event of insolvency. To the extent any benefits provided under the Plan are
paid from any such trust, the Company shall have no further obligation to pay
them. If not paid from the trust, such benefits shall remain the obligation of
the Company.


 


9.5           Nonassignability.
Neither a Participant nor any other person shall have any right to commute,
sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the amounts, if
any, payable hereunder, or any part thereof, which are, and all rights to which
are, expressly declared to be unassignable and nontransferable. No part of the
amounts payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant’s or any other person’s
bankruptcy or insolvency.


 


9.6           Not a Contract of
Employment. This Plan shall not constitute a contract of employment between
the Company and the Participant. Nothing in this Plan shall give a Participant
the right to be retained in the service of the Company or to interfere with the
right of the Company to discipline or discharge a Participant at any time.


 


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9.7           Protective
Provisions. A Participant shall cooperate with the Company by furnishing
any and all information requested by the Company in order to facilitate the
payment of benefits  hereunder, and by
taking such physical examinations as the Company may deem necessary and by
taking such other action as may be requested by the Company.


 


9.8           Governing Law. The
provisions of this Plan shall be construed and interpreted according to the
laws of the State of Colorado, except as preempted by federal law.


 


9.9           Validity. If any
provision of this Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal and invalid provision
had never been inserted herein.


 


9.10         Notice. Any notice
or filing required or permitted under the Plan shall be sufficient if in
writing and hand delivered or sent by registered or certified mail. Such notice
shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or
certification. Mailed notice to the Committee shall be directed to the Company’s
address. Mailed notice to a Participant shall be directed to the individual’s
last known address in the Company’s records.


 


9.11         Successors. The
provisions of this Plan shall bind and inure to the benefit of the Company and
its successors and assigns. The term successors as used herein shall include
any corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise acquire all or substantially all of the
business and assets of the Company, and successors of any such corporation or
other business entity.


 


	
   

  	
  COBIZ, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  
					



 


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