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