Exhibit 10.21


 


AMENDED
AND RESTATED


 


EXECUTIVE
SPLIT DOLLAR


 


LIFE
INSURANCE PLAN AND AGREEMENT


 


Between


 


COBIZ
BANK AND «EMPLOYEE_FIRST» «EMPLOYEE_MIDDLE» «EMPLOYEE_LAST»


 


THIS AMENDED AND RESTATED EXECUTIVE SPLIT DOLLAR
LIFE INSURANCE AGREEMENT (this “Agreement”) is made and entered into as of the
thirty-first day of December, 2007 (the “Effective Date”), by and between COBIZ
BANK, a state banking association having its principal place of business at 821
17th Street, Denver, CO 80202 (the “Corporation”), and «EMPLOYEE_FIRST»
«EMPLOYEE_MIDDLE» «EMPLOYEE_LAST», (the “Employee”) and replaces in its
entirety that certain Executive Split Dollar Life Insurance Agreement by and
between the Corporation and the Employee dated March1, 2004 (the “Original
Agreement”).


 


Recitals


 


A.            The Employee and the Corporation
entered into the Original Agreement and now desire to amend and restate the
same in its entirety in accordance with Section 20[a] thereof.


 


B.            The Employee remains a valued member
of a select group of management employees of the Corporation, and the
Corporation wishes to assist the Employee with «Gender_Pronoun» personal life
insurance program while the Employee remains in the employ of the Corporation.


 


C.            The Employee wishes to provide life
insurance protection for «Gender_Pronoun» family in the event of
«Gender_Pronoun» death, under one or more policies of life insurance insuring
«Gender_Pronoun» life (collectively, the “Policies” and individually a “Policy”),
which policy or policies have been issued by the insurer or insurers identified
on the attached Schedule A (collectively, the “Insurers” and individually an “Insurer”).


 


D.            The Corporation wishes to offer an
inducement to the Employee to remain in the employ of the Corporation in the
form of an arrangement under which the Corporation will pay the premiums due on
the Policies, a portion of the death benefits under which will be paid to the
beneficiary or beneficiaries designated by the Employee, as an additional
employment benefit for the Employee, provided that the Corporation shall be the
owner of the Policies and, as such, shall possess all incidents of ownership in
and to the Policies, and that all benefits under this Agreement shall terminate
coincident with the Employee’s separation from service.


 





















 


Terms of Agreement


 


Therefore, in consideration of the mutual promises
set forth below, the parties agree as follows:


 


Section 1.              Definitions.  For purposes of
this Agreement, the following terms shall have the meanings specified:


 


[a]                                  “Affiliate”
shall mean any entity that directly or indirectly controls, or is controlled
by, or is under common control of the Corporation. For these purposes, “control”
means [i] for corporate entities, direct or
indirect ownership of 20 percent or more of the stock or shares entitled to
vote for the election of the board of directors; and, [ii]
for non-corporate entities, direct or indirect ownership of 20 percent or more
of the equity interests.


 


[b]                                 “Employee’s Beneficiaries” shall mean the person or persons designated by the Employee
under Section 3 as being entitled to receive the Employee Death Benefit,
provided that, to the extent that the Employee fails to designate any such
person or persons under Section 3, then the “Employee’s Beneficiaries”
shall mean, in the following order of priority, the Employee’s [i] spouse, [ii] lineal
descendants, [iii] parents, or [iv] estate.


 


[c]                                  “Employee Death Benefit” shall mean that portion of proceeds of the Policies payable
under Section 4[a] to the Employee’s Beneficiaries in the event of the
Employee’s death.


 


[d]                                 “Includible Compensation” shall mean the base compensation for service to the
Corporation or an Affiliate of the Corporation that is paid to the Employee in
the form of wages or salary currently includible in the Employee’s gross income
for federal income tax purposes, but such term shall not include overtime
payments, bonuses, commissions, contributions to employee benefit or welfare
plans, fringe benefits, director’s fees, or any amount includible in the
Employee’s income by virtue of this Agreement.


 


[e]                                  “Net Amount at Risk” with respect to the Employee under the Policies shall mean
the difference between the total death benefit and the cash value of the
Policies with respect to the Employee.


 


[f]                                    “Plan Administrator” shall have the meaning assigned to such term in Section 14.


 


Section 2.              Policy
Ownership.  The Corporation shall purchase the Policies
from the Insurers in such total face amounts as the Corporation shall determine
to be advisable and as shall permit the Corporation to satisfy its obligations
under this Agreement.  The parties agree
that they will take all necessary action to cause the Insurers to issue the
Policies and shall take such further action as may be necessary to cause the
Policies to conform to the provisions of 


 


 


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this
Agreement.  The parties agree that the
Policies shall be subject to the terms and conditions of this Agreement and of
any endorsement to the Policies filed with each Insurer.  The Corporation shall be the sole and
absolute owner of the Policies and may exercise all ownership rights granted to
the owner under the terms of the Policies, except as may otherwise be
specifically provided in this Agreement.


 


Section 3.              Beneficiary
Designations.


 


[a]           Employee.  From time to time on or after the Effective
Date, the Employee may designate the person or persons to receive the Employee
Death Benefit, by specifying the same in a written notice delivered to the
Corporation in a form substantially similar to that attached as Schedule B.
Upon receipt of such notice (or within ten days after the date that any
previous written notice becomes ineffective for any reason), the Corporation
shall execute and deliver to the Insurers such forms as may be necessary to
designate the Employee’s Beneficiaries as being the beneficiary or
beneficiaries of the Policies in an amount equal to the Employee Death Benefit.
During the term of this Agreement, the Corporation shall not terminate, alter
or amend any such beneficiary designation without the express written consent
of the Employee.


 


[b]           Corporation.  Contemporaneously with the execution of this
Agreement. the Corporation has executed a beneficiary designation form for each
Policy, using the form required by the applicable Insurer for such
designations, for the balance of the proceeds of the Policies in excess of
Employee Death Benefit.


 


Section 4.              Payment
of Policy Proceeds.  In the event of the death of the Employee
while this Agreement and the Policies remain in effect, the death benefit, if
any, payable under the Policies on account of the death of the Employee shall
be paid as follows:


 


[a]           To the Employee’ s
Beneficiaries.  An amount
equal to the lesser of


 


[i]                                 125 percent of
the Employee’s Includible Compensation for the most recent calendar year; and


 


[ii]                             the Net Amount
at Risk with respect to the Employee under the Policies,


 


shall be paid directly by the Insurers to the
Employee’s Beneficiaries, in the manner and at such time or times as may be
provided in the death benefit payment provisions of such Policies.


 


[b]           Balance to the Corporation.  The balance of any such death benefit,
reduced by any indebtedness against such Policy existing at the death of the
Employee (including any interest due on such indebtedness), shall be paid to
the Corporation.


 


Section 5.              Settlement
Options.  As to their respective shares, the
Corporation and the Employee’s Beneficiaries may select any settlement option
provided in the Policies at the time of distribution.


 


Section 6.              Policy
Dividends.  To the extent an Insurer declares dividends
on a Policy, the Corporation shall have the right to choose the option or
combination of options it 


 


 


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desires
from among those offered by the Insurer. 
The Corporation shall notify the Insurer of its choice.


 


Section 7.              Premium
Payments.  On or before the due date of each Policy
premium, or within the grace period provided under such Policy, the Corporation
shall pay the full amount of the premium with respect to such Policy to the
applicable Insurer.


 


Section 8.              Notice
to Employee of Taxable Cost.  The Corporation shall cause each Insurer to
furnish to the Plan Administrator and shall cause the Plan Administrator to
furnish the Corporation an annual report which shall include a statement of the
amount of compensation reportable by the Employee as taxable economic benefit
cost for federal and state income tax purposes, as a result of the Corporation’s
payment of the premium on each Policy.  Each
Insurer shall represent to the Corporation that it shall use for such purposes
such premium factors as may be authorized by and consistent with such guidance
as the Internal Revenue Service may publish from time to time and as shall
result in the least amount of such premiums being includible in the Employee’s
taxable income for federal and state income tax purposes.


 


Section 9.              Procedure
Upon Employee’s Death.  Upon the death of the Employee, while any
Policy and this Agreement are in force, the Corporation shall promptly take all
reasonable action requested by the Employee’s Beneficiaries to obtain payment
of the Employee’s Death Benefit.


 


Section 10.            Policy
Loans.  The Corporation may pledge or assign any
Policy, subject to the terms and conditions of this Agreement, for the sole
purpose of securing a loan from the applicable Insurer or from a third
party.  The amount of such loan,
including accumulated interest, shall not exceed the lesser of [a] the amount
of the premiums on the Policy paid by the Corporation pursuant to this
Agreement, or [b] the cash surrender value of the Policy (as determined by the
Insurer) as of the date through which premiums have been paid.  Interest charges on such loan shall be paid
by the Corporation.


 


Section 11.            Termination.  The term
of this Agreement shall begin on the Effective Date and shall terminate,
without notice or penalty to the Corporation, upon the first to occur of the
following events:


 


[a]                                  The total cessation of the business of the Corporation;


 


[b]                                 The bankruptcy, receivership or dissolution of the
Corporation;


 


[c]                                  The Employee’s separation from service with the Corporation;
and


 


[d]                                 The performance of this Agreement’s terms following the
death of the Employee.


 


Under no circumstances shall the
Corporation provide any benefit of life insurance coverage hereunder after the
Employee’s separation from service with the Corporation.


 


Section 12.            Effect
of Termination.  Upon the termination of this Agreement, the
Employee and the Employee’s Beneficiaries shall have no rights to or interest
in any Policy 


 


 


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or any
amounts payable with respect to any Policy under either this Agreement or any
such Policy, and the Corporation shall be entitled to change the beneficiary
designation of each Policy otherwise governing (but for such termination) the
payment of the Employee Death Benefit, naming itself or any other person or
entity as revocable beneficiary thereof, and to exercise any other ownership
rights in and to the Policies, without regard to the provisions of this
Agreement.


 


Section 13.            Nature
of Employee’s Interest; Prohibition Against Assignment.  All amounts payable
to the Employee’s Beneficiaries as described in this Agreement shall be payable
solely from the death benefit proceeds of the Policies paid by the Insurers,
and nothing in this Agreement shall be construed to give the Employee or the
Employee’s Beneficiaries any right, title, interest, or claim in or to any
specific asset, fund, reserve, account, or property of any kind whatsoever
owned by the Employer or in which it may have any right, title, or interest now
or in the future, other than the death benefit proceeds of the Policies paid by
the Insurers.  Neither the Employee nor
the Employee’s Beneficiaries shall have any right to anticipate, transfer, or
encumber any part of such person’s interest under this Agreement or the
Policies.


 


Section 14.            Designation
of Plan Administrator.  Financial Designs, Ltd. is hereby designated
as the Plan Administrator of this Agreement. 
The Corporation delegates to the Plan Administrator, and the Plan
Administrator shall be responsible for, the general administration of this
Agreement, including the authority to receive all beneficiary designations
described in Section 3[a], and the authority to make any and all decisions
pertaining to the initial granting or denial of benefit claims.  The Corporation reserves the right at any
time to designate an alternate or successor Plan Administrator without the
Employee’s consent by delivering written notice to the Employee.  The Corporation is hereby designated as the
named fiduciary of this Agreement for purposes of the Employee Retirement
Income Security Act of 1974, as amended, and shall be responsible for its
overall supervision and management, all questions relating to the
interpretation of this Agreement and all decisions pertaining to the review of
denials of benefit claims.


 


Section 15.            Claims
Procedure.


 


[a]           Filing a Claim for
Benefits. Any beneficiary of a Policy shall make a claim for the
benefits provided under such Policy and this Agreement by contacting the Plan
Administrator at the following address:


 


Financial Designs, Ltd.


1775 Sherman Street, Suite 1800


Denver, Colorado 80203


Telephone: 
303-832-6100


Facsimile: 
303-832-7100


 


Upon receipt of any such claim, the Plan
Administrator shall contact the applicable Insurer and take all reasonable and
necessary actions to assist the beneficiary of such Policy under this Agreement
in filing a claim.


 


 


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[b]           Claim Denial.  With respect to a claim for benefits under a
Policy, the applicable Insurer shall be the entity that reviews and makes
decisions on claim denials according to the terms of the Policy.


 


[c]           Notification to Claimant
of Decisions.  Within 90 days
after the filing of a claim, the applicable Insurer shall notify the claimant
in a written instrument that meets the requirements of Section 15[d]
below, whether the claim is upheld or denied in whole or in part or shall furnish
the claimant a written notice describing the specific circumstances requiring a
specified amount of additional time (but not more than 180 days from the date
the claim was filed) to reach a decision on the claim.


 


[d]           Content of Notice.  The Insurer shall provide, to any claimant
who is denied a claim for benefits, written notice setting forth, in a manner
calculated to be understood by the claimant, the following:


 


[1]                                  The specific
reason or reasons for the denial;


 


[2]                                  Specific
reference to pertinent Policy provision or provisions of this Agreement on
which the denial is based;


 


[3]                                  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


 


[4]                                  An explanation
of the Agreement’s claim review procedure, as set forth in Sections 15 [d] and
[e] below.


 


[e]           Claims Review Procedure.  The purpose of the review procedure set forth
in this Section 15[e] and the following Section 15[f] is to provide a
method by which a claimant under a Policy may have a reasonable opportunity to
appeal and obtain a full and fair review of the denial of a claim. To
accomplish that purpose, the claimant or «Gender_Pronoun» duly authorized
representative:


 


[1]                                  May request
a review upon written application to the Insurer;


 


[2]                                  May review
pertinent Policy and Agreement documentation as provided in Section 18;
and


 


[3]                                  May submit
issues and comments in writing.


 


A claimant or «Gender_Pronoun» duly authorized
representative shall request a review by filing a written application for
review at any time within 60 days after receipt by the claimant of written
notice of the denial of the claim.


 


[f]            Decision on Review.  A decision on review of a denial of claim
shall be made in the following manner:


 


 


 


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[1]                                  The decision on
review shall be made by the Insurer, which may, in its discretion, hold a
hearing on the denied claim. The Insurer shall make its decision promptly,
unless special circumstances (such as the need to hold a hearing) require an
extension of time for processing, in which case a decision shall be rendered as
soon as possible, but no later than 120 days after receipt of the request for
review.


 


[2]                                  The decision on
review shall be in writing and shall include specific reasons for the decision,
written in a manner calculated to be understood by the claimant, and include
specific references to the pertinent Policy or provisions of this Agreement on
which the decision is based.


 


Section 16.            No
Contract of Employment.  Neither the terms of this Agreement nor the
benefits provided in accordance with this Agreement shall in any way be deemed
to constitute a contract for the employment of the Employee.  The terms of this Agreement shall not give
any employee the right to be retained in the employment of the Corporation.


 


Section 17.            Fringe
Benefit Only.  The benefits provided by this Agreement are a
fringe benefit only.  The Employee shall
have no option to receive cash from the Corporation in lieu of the benefits
provided under this Agreement.  Such
benefits are not being provided in lieu of a raise or bonus, or as part of a
salary reduction program.  No such
benefit shall be treated as compensation for purposes of any retirement plan of
the Corporation or any Affiliate of the Corporation.  The Corporation has no obligation to provide
any benefit to the Employee aside from the designation of beneficiaries under
such Policies as provided herein, including but without limitation, no
obligation to the Employee in the case of any Insurer’s default under such
Policies or any Insurer’s bankruptcy or other such event that results in the
nonpayment of amounts owed under any Policy.


 


Section 18.            Policy
Review.  A copy of the Policy and this Agreement may
be reviewed by the Employee, «Gender_Pronoun» Beneficiaries or «Gender_Pronoun»
assignees during normal working hours at the following address:


 


Financial
Designs, Ltd.


1775
Sherman Street, Suite 1800


Denver,
Colorado 80203


 


A copy of the Policy and this Agreement may be
obtained by the Employee, «Gender_Pronoun» Beneficiaries or «Gender_Pronoun»
assignee at a reasonable cost to such person.


 


Section 19.            No
Amendment or Termination Following Change of Control.  Notwithstanding any
other provision of this Agreement to the contrary, during the five years
following the date of a Change of Control with respect to the Corporation, this
Agreement may not be terminated and the provisions of this Agreement may not be
amended in any manner that would adversely affect the rights, expectancies, or
benefits of the Employee or the Employee’s Beneficiaries unless the Employee
consents in writing to such termination or amendment.  The 


 


 


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Corporation
shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the common stock or
assets of the Corporation expressly to assume all of the liabilities and
obligations of the Agreement.


 


For the purpose of this Section, a “Change of
Control” shall mean any of the following events:


 


[a]                                  the acquisition by any person or group of beneficial
ownership of  20 percent or more of
either the then outstanding stock or the combined voting power of the then
outstanding voting securities of the Corporation entitled to vote generally in
the election of directors, except that (i) no
such person or group shall be deemed to own beneficially (a) any
securities acquired directly from the Corporation pursuant to a written
agreement with the Corporation, or (b) any
securities held by the Corporation or a subsidiary (as defined below) or any
employee benefit plan (or any related trust) of the Corporation or a subsidiary
(as defined below), and (ii) no
Change of Control shall be deemed to have occurred solely by reason of any such
acquisition by a corporation with respect to which, after such acquisition,
more than 60 percent of both the then outstanding common shares of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors are then beneficially owned, directly or indirectly, by the persons
who were the beneficial owners of the stock and voting securities of the
Corporation immediately before such acquisition;


 


[b]                                 individuals who, as of the Effective Date, constitute the
Board of  Directors of the Corporation
(the “Incumbent Directors”) cease for any reason to constitute at least a
majority of the Board of Directors of the Corporation; provided that any
individual who becomes a director after the Effective Date whose election, or
nomination for election by the Corporation’s stockholders was approved by a
vote or written consent of at least two-thirds of the directors then comprising
the Incumbent Directors shall be considered as though such individual were an
Incumbent Director, but excluding, for this purpose, any such individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the directors of the Corporation
(as such terms are used in Rule 14a-11 under the Securities Exchange Act
of 1934, as amended (“1934 Act”); or


 


[c]                                  approval by the stockholders of the Corporation of (i) a merger, reorganization or consolidation with
respect to which the individuals and entities who were the respective
beneficial owners of the stock and voting securities of the Corporation
immediately before such merger, reorganization or consolidation do not, after
such merger, reorganization or consolidation, beneficially own, directly or
indirectly, more than 60 percent of, respectively, the then outstanding common
shares and the combined voting power of the then outstanding voting securities
entitled 


 


 


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to vote generally in the election of
directors of the Corporation resulting from such merger, reorganization or
consolidation, (ii) a liquidation or
dissolution of the Corporation or (iii) the
sale or other disposition of all or substantially all of the assets of the
Corporation.


 


[d]                                 For purposes of this definition, “person” means such term as
used in Securities Exchange Commission (“SEC”) Rule 13d-5(b) under
the 1934 Act; “beneficial owner” means such term as defined in SEC Rule 13d-3
under the 1934 Act; “group” means such term as defined in Section 13(d) of
the 1934 Act; “subsidiary” means a corporation as defined in Section 425(f) of
the Internal Revenue Code of 1986, as amended (“Code”) with the Corporation being
treated as the employer corporation for purposes of this definition of
subsidiary; and “stock” means the common stock of the Corporation.


 


Section 20.            General
Provisions.


 


[a]           Amendment.  This Agreement may not be amended, altered or
modified, except by a written instrument signed by the parties hereto, or their
respective successors or assigns, and may not be otherwise terminated except as
specifically provided elsewhere in this Agreement; provided, however, that the
Corporation unilaterally may amend this Agreement by providing notice to the
Employee of such amendment in order to modify the terms of the Agreement to
comply with law, as may reasonably be determined by the Corporation based on
new statutes, regulations, administrative pronouncements, cases, or other
governmental guidance, and the Corporation may make any other amendment to this
Agreement by providing notice to the Employee of such amendment to the extent
that such amendment does not materially alter the rights of the Employee
hereunder.


 


[b]           Continuation.  This Agreement shall be binding upon and
inure to the benefit of the Corporation and its successors and assigns, and the
Employee, «Gender_Pronoun» successors, assigns, heirs, executors,
administrators and beneficiaries.


 


[c]           Notice.  Any notice, consent or demand required or
permitted to be given under the provisions of this Agreement shall be in
writing, and shall be signed by the party giving or making the same.  If such notice, consent or demand is mailed
to a party hereto, it shall be sent by United States mail, postage prepaid,
addressed to such party’s last known address as shown on the records of the
Corporation.  The date of such mailing
shall be deemed the date of notice, consent or demand.


 


[d]           Governing Law.  This agreement, and the rights of the parties
hereunder, shall be governed by and construed in accordance with the laws of
the State of Colorado.


 


[e]           Headings &
Severability.  Headings at the
beginning of sections are for convenience of reference, shall not be considered
part of this Agreement, and shall not influence its construction.  The provisions of this Agreement shall be
construed as a whole in such manner as to carry out the provisions thereof and
shall not be construed separately without relation to the context.  Notwithstanding anything to the contrary, if
any provision of this Agreement shall be 


 


 


9





















 


held
illegal or invalid for any reason, such determination shall not affect the
remaining provisions of this Agreement.


 


[f]            Interpretation.  Full power and authority to construe,
interpret and administer this Agreement is vested in the Corporation.  Any interpretation of the Agreement by the
Corporation or any administrative act by the Corporation will be final and binding
on the Employee.


 


[g]           Compliance with Code Section 409A.  The provisions of this Agreement shall be
read consistent with Code Section 409A and the final regulations issued
thereunder.  To the extent any provision
of this Agreement would result in taxation under Code Section 409A(a)(1)(A),
such provision shall have no effect.  To
the extent applicable, the Corporation may not accelerate the payment of
benefits provided under this Agreement except as expressly permitted under Code
Section 409A and the final regulations issued thereunder.


 


[h]           Economic Benefit Tax
Treatment.  This Agreement shall be interpreted and
enforced to comply with the split dollar final regulations so that it is
treated as an economic benefit transaction for tax purposes in which, at all
times, the only economic benefit to Employee shall be the value of the current
life insurance protection attributable to naming the beneficiary under the
Policy.  Employee shall not have any
current access to the Policy’s cash values within the meaning of the split
dollar final regulations or any other economic benefit other than the cost of
current life insurance protection.


 


[i]            No Anticipation or
Alienation.  The Employee’s
rights under this Agreement shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, charge,
garnishment, execution or levy of any kind.


 


[j]            Entire Agreement.
 This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof
and supersede all prior or contemporaneous understandings, negotiations or
discussions, whether oral or written of the parties hereto.


 


[k]           Counterparts.  This Agreement may be executed in several
counterparts, but all of which together shall constitute one and the same
Agreement. This Agreement may be signed and delivered by facsimile and any such
signature shall be deemed an original.


 


IN WITNESS WHEREOF, the parties have executed this
Agreement, in duplicate, as of the day and year first above written.


 


COBIZ BANK


 


	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  «Employee_first»
  «Employee_middle»

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  «Employee_last»

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


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