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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 |
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FORM 8-K
CURRENT REPORT |
| Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 |
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Date of Report: April 16, 2008
(Date of earliest event reported) |
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Umpqua Holdings Corporation
(Exact Name of Registrant as Specified in Its Charter) |
| OREGON | 000-25597 | 93-1261319 | ||
| (State or Other Jurisdiction of | (Commission File | (I.R.S. Employer | ||
| Incorporation or Organization) | Number) | Identification Number) |
|
One SW Columbia, Suite 1200
Portland, Oregon 97258 (address of Principal Executive Offices)(Zip Code) (503) 727-4100 (Registrant's Telephone Number, Including Area Code) |
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:
[ ] 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Effective, April 16, 2008, the Company amended and restated the existing Supplemental Executive Retirement Plan ("SERP") with its CEO, Raymond P. Davis. The material terms amended were to eliminate the cutback (vesting) in the retirement benefits Mr. Davis would receive if he were to terminate his employment "without good reason" or be terminated by the Company "without cause". Under either circumstance, he is now entitled to receive a retirement benefit starting at age 62 actuarially determined based upon the amount of the "Account" (the amount the company has accrued at the time of his termination) without any cutback. Further, the revised SERP eliminates any payment to his estate or designated beneficiary in the event of his death before age 62 while in the employ of the Company. In lieu of the death benefit previously provided in the SERP, the Company has entered into a Split-Dollar Insurance Agreement (Endorsement Method) with Mr. Davis which provides for a death benefit payable to his designated beneficiary of $5,000,000 in the event of his death while in the employ of the Company prior to age 62. The agreement expires when he attains age 62 or upon the earlier termination of his employment. In the event of his death while in the employ of the Company after age 62, his estate or designated beneficiary is entitled to receive payments under the SERP as if he had elected to retire the day prior to his death. Copies of both agreements are filed under Item 9.01(d) hereof.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Effective April 16, 2008, the Board of Directors of the Company approved amendments to the Company’s Bylaws. The amendments add the position of Treasurer as one of the officers of the Company appointed at the Board’s discretion, describe the duties of the Treasurer, revise the description of the duties of the Chief Financial Officer and provide that the Board of Directors may designate the persons serving as the Company’s principal executive officer, principal financial officer and principal accounting officer. A copy of the Bylaws, as amended, is attached as Exhibit 3.2 .
Item 9.01 Financial Statements and Exhibits.
| (a) | Not applicable. | |
| (b) | Not applicable. | |
| (c) | Not applicable. | |
| (d) | Exhibits. | |
| 3.2 | Bylaws | |
| 99.1 | Third Restated Supplemental Executive Retirement Plan for Raymond Davis | |
| 99.2 | Split-Dollar Insurance Agreement (Endorsement Method) with Raymond Davis | |
| 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.
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UMPQUA HOLDINGS CORPORATION (Registrant) |
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Dated: April 21, 2008 |
By:
/s/ Kenneth E. Roberts
|
| Exhibit 3.2 |
| BYLAWS |
| OF |
UMPQUA HOLDINGS CORPORATION
| As of April 16, 2008 |
| TABLE OF CONTENTS | ||
| ARTICLE 1 | 1 | |
| Section 1.1 Annual Meeting | 1 | |
| Section 1.2 Special Meetings | 1 | |
| Section 1.3 Notice | 2 | |
| Section 1.4 Waiver of Notice | 2 | |
| Section 1.5 Voting | 2 | |
| Section 1.6 Quorum; Vote Required | 2 | |
| Section 1.7 Action Without Meeting | 2 | |
| ARTICLE 2 | 3 | |
| Section 2.1 Number and Election of Directors | 3 | |
| Section 2.2 Vacancies | 3 | |
| Section 2.3 Annual Meeting | 3 | |
| Section 2.4 Regular Meetings | 3 | |
| Section 2.5 Special Meetings | 3 | |
| Section 2.6 Videoconference/Telephonic Meetings | 4 | |
| Section 2.7 Waiver of Notice | 4 | |
| Section 2.8 Quorum | 4 | |
| Section 2.9 Voting | 4 | |
| Section 2.10 Action Without Meeting | 4 | |
| Section 2.11 Powers of Directors | 4 | |
| Section 2.12 Committees | 5 | |
| Section 2.13 Board Chair | 5 | |
| Section 2.14 Vice Chair of the Board | 5 | |
| ARTICLE 3 | 5 | |
| Section 3.1 Elected Officers | 5 | |
| Section 3.2 Chief Executive Officer | 6 | |
| Section 3.3 President | 6 | |
| Section 3.4 Secretary | 6 | |
| Section 3.5 Chief Financial Officer | 6 | |
| Section 3.6 Treasurer | 7 | |
| Section 3.7 Removal | 7 | |
| Section 3.8 Appointed Officers | 7 | |
| ARTICLE 4 | 7 | |
| Section 4.1 Certificated and Uncertificated Shares | 7 | |
| Section 4.2 Transfer Agent and Registrar | 7 | |
| Section 4.3 Transfer | 8 | |
| Section 4.4 Necessity for Registration | 8 | |
| Section 4.5 Fixing Record Date | 8 | |
| Section 4.6 Record Date for Adjourned Meeting | 8 | |
| Section 4.7 Lost Certificates | 8 | |
| ARTICLE 5 | 9 | |
| ARTICLE 6 | 9 | |
| ARTICLE 7 | 9 | |
|
BYLAWS
OF |
| UMPQUA HOLDINGS CORPORATION |
| ARTICLE 1 |
| SHAREHOLDERS’ MEETINGS |
S ECTION 1.1 A NNUAL M EETING
The annual meeting of the shareholders will be held at such time, date and place as may be determined by the Board of Directors. At such meeting, the shareholders entitled to vote will elect a Board of Directors and transact such other business as may come before the meeting. Business shall be deemed as properly coming before the annual meeting of shareholders if and only if (i) such business is set forth the in the corporation’s notice to shareholders, (ii) the board of directors of the corporation, after the mailing of the notice of the annual meeting to shareholders, determines that it is appropriate that such business be brought before the annual meeting of shareholders, or (iii) such business is proposed by a person who is entitled to vote at that meeting and who has complied with the notice procedures set forth in this Section 1.1, and the Secretary of the corporation determines, in the Secretary’s reasonable discretion, that such business is appropriate for consideration by the shareholders of the corporation under the Oregon Business Corporation Act or under the rules of the Securities Exchange Commission as promulgated from time to time pursuant to the Securities Exchange Act of 1934, as amended.
Unless otherwise permitted by the Board of Directors, business, including nominations of directors, may be properly brought before an annual meeting by a shareholder only upon the shareholder’s timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business ninety (90) calendar days before the calendar date of the Corporation’s proxy statement released to shareholders in connection with the previous year’s annual meeting. A shareholder’s notice shall set forth (i) a brief description of each matter desired to be brought before the annual meeting and the reason for conducting such business at the meeting, (ii) the name and address of the shareholder proposing such business, (iii) the class and number of shares of stock of the corporation which are beneficially owned by the proposing shareholder, (iv) any material interest of the shareholder in the business, and (v) as for each person whom the shareholder proposes to nominate for election or reelection as a director (1) the name, age, business address, and residence address of such person, (2) the principal occupation or employment of such person, (3) the class and number or shares stock of the corporation which are beneficially owned by such person, (4) the proposed nominee’s written consent, and (5) any other information relating to such person that is required to be disclosed or is otherwise required by any applicable law.
S ECTION 1.2 S PECIAL M EETINGS
Special meetings of shareholders will be held at any time on call of the Chief Executive Officer or the Board of Directors, or on demand in writing by shareholders of record holding shares with at least 10 percent of the votes entitled to be cast on any matter proposed to be considered at the special meeting.
Page 1 of 9 – Bylaws of Umpqua Holdings Corporation as of April 16, 2008
S ECTION 1.3 N OTICE
Written notice stating the place, date and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary, to each shareholder of record entitled to vote at such meeting. If mailed, the notice will be deemed to be delivered when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the current shareholder records of the Corporation, with postage prepaid.
S ECTION 1.4 W AIVER OF N OTICE
A shareholder may, at any time, waive any notice required by these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act. Except as otherwise provided by this Section 1.4, the waiver must be in writing, must be signed by the shareholder and must be delivered to the Corporation for inclusion in the minutes and filing in the corporate records. A shareholder’s attendance at a meeting waives any objection to (a) lack of notice or defective notice, unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting and (b) consideration of any matter at the meeting that is not within the purpose or purposes described in the notice of a special meeting, unless the shareholder objects to considering the matter when it is first presented.
S ECTION 1.5 V OTING
Except as otherwise provided in the Articles of Incorporation, each shareholder will be entitled to one vote, in person or by proxy, on each matter voted on at a shareholder’s meeting for each share of stock outstanding in such shareholder’s name on the records of the Corporation which is entitled to vote on such matter. Unless held as trustee or in another fiduciary capacity, shares may not be voted if held by another corporation in which the Corporation holds a majority of the shares entitled to vote for directors of such other corporation.
S ECTION 1.6 Q UORUM ; V OTE R EQUIRED
A majority of the shares entitled to vote on a matter, represented in person or by proxies, will constitute a quorum with respect to that matter at any meeting of the shareholders. If a quorum is present, action on a matter, other than the election of directors, is approved if the votes cast in favor of the action exceed the votes cast in opposition, unless the vote of a greater number is required by the Oregon Business Corporation Act or the Articles of Incorporation. Election of directors is governed by Section 2.1 of these Bylaws. Unless otherwise provided in the Articles of Incorporation, a majority of votes represented at a meeting of shareholders, whether or not a quorum, may adjourn the meeting to a different time, date, or place. No further notice of the adjourned meeting is required if the new time, date, and place is announced at the meeting prior to adjournment and the date is set 120 days or less from the date of the original meeting.
S ECTION 1.7 A CTION W ITHOUT M EETING
Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if a written consent or consents, describing the action taken is signed by all of the shareholders entitled to vote on the action and is delivered to the Corporation for inclusion in the minutes and filing with the corporate records. The action is effective when the last shareholder signs the consent, unless the consent specifies an earlier or later effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Unless a record date for determining the shareholders entitled to take action without a meeting is otherwise established, the record date for that purpose is the date
Page 2 of 9 – Bylaws of Umpqua Holdings Corporation as of April 16, 2008
the first shareholder signs the consent. If the Oregon Business Corporation Act requires that notice of a proposed action be given to non-voting shareholders and that the action is to be taken by unanimous consent of the shareholders, at least 10 days written notice of the proposed action will be given to non-voting shareholders before the action is taken.
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ARTICLE 2
BOARD OF DIRECTORS |
S ECTION 2.1 N UMBER AND E LECTION OF D IRECTORS
The Board of Directors will consist of not less than six (6) members and not more than nineteen (19) members. The number of directors will be established within this range from time to time by the Board of Directors. A decrease in the number of directors will not have the effect of shortening the term of any incumbent director. At each annual meeting, the shareholders will elect directors by a plurality of the votes cast by the shares entitled to vote in the election. Each director will be elected to hold office until the next annual meeting of shareholders and until the election and qualification of a successor, subject to prior death, resignation or removal.
S ECTION 2.2 V ACANCIES
Unless otherwise provided in the Articles of Incorporation, any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by the Board of Directors or if the remaining directors do not constitute a quorum, by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy will serve for the unexpired term of the director’s predecessor in office, subject to prior death, resignation or removal.
S ECTION 2.3 A NNUAL M EETING
An annual meeting of the Board of Directors will be held without notice immediately after the adjournment of the annual meeting of the shareholders or at another time designated by the Board of Directors upon notice in the same manner as provided in Section 2.5. The annual meeting will be held at the principal office of the Corporation or at such other place as the Board of Directors may designate.
S ECTION 2.4 R EGULAR M EETINGS
The Board of Directors may provide by resolution for regular meetings. Unless otherwise required by such resolution, regular meetings may be held without notice of the date, time, place or purpose of the meeting.
S ECTION 2.5 S PECIAL M EETINGS
Special meetings of the Board of Directors may be called by the President, the Chief Executive Officer or any member of the Board of Directors. Notice of each special meeting will be given to each director, either by oral or in written notification actually received not less than 24 hours prior to the meeting or by written notice mailed by deposit in the United States mail, first class postage prepaid, addressed to the director at the director’s address appearing on the records of the Corporation not less than 72 hours prior to the meeting. Special meetings of the directors may also be held at any time when all members of the Board of Directors are present and consent to a special meeting. Special meetings of the directors will be held at the principal office of the Corporation or at any other place designated by a majority of the Board of Directors.
Page 3 of 9 – Bylaws of Umpqua Holdings Corporation as of April 16, 2008
S ECTION 2.6 V IDEOCONFERENCE /T ELEPHONIC M EETINGS
The Board of Directors may permit directors to participate in a meeting by any means of communication by which all of the persons participating in the meeting can hear each other at the same time. Participation in such a meeting will constitute presence in person at the meeting.
S ECTION 2.7 W AIVER OF N OTICE
A director may, at any time, waive any notice required by these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act. Except as otherwise provided in this Section 2.7, the waiver must be in writing, must be signed by the director, must specify the meeting for which notice is waived, and must be delivered to the Corporation for inclusion in the minutes and filing in the corporate records. A director’s attendance at a meeting waives any required notice, unless the director at the beginning of the meeting or promptly upon the director’s arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.
S ECTION 2.8 Q UORUM
A majority of the number of directors that has been established by the Board of Directors pursuant to Section 2.1 of these Bylaws will constitute a quorum for the transaction of business.
S ECTION 2.9 V OTING
The act of the majority of the directors present at a meeting at which a quorum is present will for all purposes constitute the act of the Board of Directors, unless otherwise provided by the Articles of Incorporation or these Bylaws.
S ECTION 2.10 A CTION W ITHOUT M EETING
Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if a written consent, or consents, describing the action taken is signed by each director and included in the minutes and filed with the corporate records. The action is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date. A consent signed under this section has the effect of an act of the Board of Directors at a meeting and may be described as such in any document.
S ECTION 2.11 P OWERS OF D IRECTORS
The Board of Directors will have the sole responsibility for the management of the business of the Corporation. In the management and control of the property, business and affairs of the Corporation, the Board of Directors is vested with all of the powers possessed by the Corporation itself, so far as this delegation of power is not inconsistent with the Oregon Business Corporation Act, the Articles of Incorporation, or these Bylaws. The Board of Directors will have the power to determine what amount constitutes net earnings of the Corporation, what amount will be reserved for working capital and for any other purpose, and what amount, if any, will be declared as dividends. Such determinations by the Board of Directors will be final and conclusive except as otherwise expressly provided by the Oregon Business Corporation Act or the Articles of Incorporation. The Board of Directors may designate one or more elected officers of the Corporation who will have the power to sign all deeds, leases, contracts, mortgages, deeds of
Page 4 of 9 – Bylaws of Umpqua Holdings Corporation as of April 16, 2008
trust and other instruments and documents executed by and binding upon the Corporation. In the absence of a designation of any other elected officer or officers, the Chief Executive Officer is so designated.
S ECTION 2.12 C OMMITTEES
The Board of Directors may designate from among its members an Executive Committee and any number of other committees. The Board of Directors shall designate from among its members an Audit and Compliance Committee, a Compensation Committee and a Nominating Committee, each consisting of at least three directors, all of the members being directors who are not employees or executive officers of the corporation. Each additional committee must consist of two or more directors and will have such powers and will perform such duties as may be delegated and assigned to the committee by the Board of Directors. A committee may not (a) authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the Board of Directors; (b) approve or propose to shareholders action that must be approved by shareholders under the Oregon Business Corporation Act; (c) fill vacancies on the Board of Directors or on any of its committees, except that the Board of Directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification and in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint a director to act in place of the absent or disqualified member; (d) adopt, amend or repeal these bylaws; or (e) take any other action which the Oregon Business Corporation Act prohibits a committee of a board of directors to take. The provisions of Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, and 2.10 of the Bylaws will also apply to all committees of the Board of Directors. Each committee will keep written records of its activities and proceedings. All actions by committees will be reported to the Board of Directors at its next regular meeting following the action and the Board of Directors may ratify, revise or alter such action, provided that no rights or acts of third parties will be affected by any such revision or alteration.
S ECTION 2.13 B OARD C HAIR
The Board of Directors may elect one of its members to be chairperson of the Board of Directors (the “Board Chair”). The Board Chair will advise and consult with the Board of Directors and the officers of the Corporation as to the determination of policies of the Corporation, will preside at all meetings of the Board of Directors and of the shareholders, and will perform such other functions and responsibilities as the Board of Directors may designate from time to time.
S ECTION 2.14 V ICE C HAIR OF THE B OARD
The Board may elect one of its members to be Vice Chair of the Board and to serve at the pleasure of the Board. The Vice Chair shall perform such duties as the Board may prescribe from time to time or as may be required by law and shall perform the duties of the Board Chair in case of the Board Chair’s absence, disqualification or inability.
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ARTICLE 3
OFFICERS |
S ECTION 3.1 E LECTED O FFICERS
The elected officers of this Corporation will consist of at least a President, a Secretary, a Chief Executive Officer and a Chief Financial Officer, and may include a Treasurer, each of whom will be elected by the Board of Directors at the annual meeting of the Board of Directors or at any regular meeting of the Board of Directors or at any special meeting called for that purpose. The Board of Directors may, from time
Page 5 of 9 – Bylaws of Umpqua Holdings Corporation as of April 16, 2008
to time, designate the persons serving as the Corporation’s principal executive officer, principal financial officer and principal accounting officer, as defined in Regulation S-K. One person may simultaneously serve in any two or more elective offices, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, these Bylaws or the Corporation’s Articles of Incorporation to be executed, acknowledged or verified by two or more officers. Any vacancies occurring in any office of this Corporation may be filled by election or appointment by the Board of Directors at any regular meeting or any special meeting called for that purpose. The Board shall also elect those other officers who are identified by the Board as performing major policy making functions for the Corporation for the purpose of Item 401(b) of Regulation S-K and Section 16a-1(f) of the Exchange Act of 1934. Each elected officer will hold his or her office until the next annual meeting of the Board of Directors and until the election and qualification of a successor in such office, subject to prior death, resignation or removal.
S ECTION 3.2 C HIEF E XECUTIVE O FFICER
The Board of Directors may designate one of the elected officers of the Corporation or the Board Chair to serve as the Chief Executive Officer of the Corporation. The Chief Executive Officer will be responsible for implementing the policies and goals of the Corporation as stated by the Board of Directors and will have general supervisory responsibility and authority over the property, business and affairs of the Corporation. Unless otherwise provided by the Board of Directors, the Chief Executive Officer will have the authority to hire and fire employees and agents of the Corporation and to take such other actions as the Chief Executive Officer deems to be necessary or appropriate to implement the policies, goals and directions of the Board of Directors. In the absence of a specific designation by the Board of Directors of a separate President, the Chief Executive Officer shall have all the responsibilities and authority of the President under the Oregon Business Corporation Act.
S ECTION 3.3 P RESIDENT
In the absence of a specific designation by the Board of Directors of a separate Chief Executive Officer, the President will have all the responsibilities and authority of the Chief Executive Officer as set forth in Section 3.2 and may be referred to as the Corporation’s Chief Executive Officer. The President may sign any documents and instruments of the Corporation which require the signature of the President under the Oregon Business Corporation Act, the Articles of Incorporation or these Bylaws. The President will also have such responsibilities and authority as may be delegated to the President by the Chief Executive Officer or prescribed by the Board of Directors. At the request of the Board Chair or in the absence of the Board Chair and the Vice Chair, the President will preside at meetings of the Board of Directors and at meetings of the shareholders. Upon the death, resignation or removal of the President, the Board of Directors may appoint an Executive Vice President or another person to serve as an “acting” or “interim” President to serve as such until the position is filled by action of the Board of Directors. Unless otherwise provided by the Board of Directors, an “acting” or “interim” President will have all responsibilities and authority of the President.
S ECTION 3.4 S ECRETARY
The Secretary will keep the minutes and records of all the meetings of the shareholders and directors and of all other official business of the Corporation and the Secretary may authenticate corporate records. The Secretary will give notice of meetings to the shareholders and directors and will perform such other duties as may be prescribed by the Chief Executive Officer or the Board of Directors.
S ECTION 3.5 C HIEF F INANCIAL O FFICER
Page 6 of 9 – Bylaws of Umpqua Holdings Corporation as of April 16, 2008
The Chief Financial Officer, shall have care and custody of all moneys, funds and securities of the Corporation, including the investment of those assets. The Chief Financial Officer will keep accurate records of the Corporation’s financial transactions and will make periodic reports to the Board of Directors on the Corporation’s financial condition and perform such other duties as may be assigned from time to time by the Chief Executive Officer or the Board of Directors.
S ECTION 3.6 T REASURER
The Treasurer shall supervise the Company’s accounting system, including the preparation of financial reports and tax returns required by law to be made to any and all public authorities and shall perform such other duties as may be assigned from time to time by the Chief Executive Officer or the Board of Directors.
S ECTION 3.7 R EMOVAL
The directors, at any regular meeting or any special meeting called for that purpose, may remove any elected officer from office with or without cause; provided, however, that no removal will impair the contract rights, if any, of the officer removed or of this Corporation or of any other person or entity.
S ECTION 3.8 A PPOINTED O FFICERS
The Chief Executive Officer may appoint additional officers, who may be given a title containing the words “vice president” or “officer.” The Chief Executive Officer shall report to the Board the appointment or departure of all persons given the title of Executive Vice President. The Chief Executive Officer may also delegate this power to appoint officers to another elected officer. Appointed officers are not "executive officers" for the purposes of Item 401(b) of Regulation S-K and Section 169(f) of the Exchange Act of 1934 and shall not be subject to election by the Board of Directors under Section 3.1 hereof. Appointed officers shall have the duties prescribed by the Chief Executive Officer, or the elected officer to whom the Chief Executive Officer has delegated the authority to appoint such officers. Appointed officers shall report to the Chief Executive Officer or to another officer designated by the Chief Executive Officer. The Chief Executive Officer or the elected officer appointing them may remove any appointed officer from office with or without cause; provided, however, that no removal will impair the contract rights, if any, of the appointed officer removed or of this Corporation or of any other person or entity.
| ARTICLE 4 |
| STOCK AND OTHER SECURITIES |
S ECTION 4.1 C ERTIFICATED AND U NCERTIFICATED S HARES
All stock and other securities of this Corporation may be issued with or without certificates. All certificated shares shall be signed by the President or an Executive Vice President and the Secretary or an Assistant Secretary of the Corporation and may be sealed with the Corporation’s seal, or a facsimile thereof. All uncertificated shares shall be evidenced by a book entry system administered by the Corporation’s transfer agent pursuant to procedures, terms and conditions as the Corporation and the transfer agent shall adopt from time to time. The board of directors shall designate the class or classes of the Corporation’s securities that may be represented by uncertificated shares.”
S ECTION 4.2 T RANSFER A GENT AND R EGISTRAR
The Board of Directors may from time to time appoint one or more Transfer Agents and one or
Page 7 of 9 – Bylaws of Umpqua Holdings Corporation as of April 16, 2008
more Registrars for the stock and other securities of the Corporation. The signatures of the President or a Vice President and the Secretary or an Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed by a Transfer Agent, or registered by a Registrar.
S ECTION 4.3 T RANSFER
Title to a certificate and to the interest in this Corporation represented by that certificate can be transferred only (a) by delivery of the certificate endorsed by the person designated by the certificate to be the owner of the interest represented thereby either in blank or to a specified person or (b) by delivery of the certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign or transfer the same, signed by the person designated by the certificate to be the owner of the interest represented thereby either in blank or to a specified person.
S ECTION 4.4 N ECESSITY FOR R EGISTRATION
Prior to presentment for registration upon the transfer books of the Corporation of a transfer of stock or other securities of this Corporation, the Corporation or its agent for purposes of registering transfers of its securities may treat the registered owner of the security as the person exclusively entitled to vote the securities; to receive any notices to shareholders; to receive payment of any interest on a security, or of any ordinary, extraordinary, partial liquidating, final liquidating, or other dividend, or of any other distribution, whether paid in cash or in securities or in any other form; and otherwise to exercise or enjoy any or all of the rights and powers of an owner.
S ECTION 4.5 F IXING R ECORD D ATE
The Board of Directors may fix in advance a date as record date for the purpose of determining the registered owners of stock or other securities (a) entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof; (b) entitled to receive payment of any interest on a security, or of any ordinary, extraordinary, partial liquidating, final liquidating, or other dividend, or of any other distribution, whether paid in cash or in securities or in any other form; or (c) entitled to otherwise exercise or enjoy any or all of the rights and powers of an owner, or in order to make a determination of registered owners for any other proper purpose. The record date will be not more than 70 days and, in the case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action which requires such determination of registered owners is to be taken.
S ECTION 4.6 R ECORD D ATE FOR A DJOURNED M EETING
A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date. A new record date must be fixed if a meeting of the shareholders’ is adjourned to a date more than 120 days after the date fixed for the original meeting.
S ECTION 4.7 L OST C ERTIFICATES
In case of the loss or destruction of a certificate of stock or other security of this Corporation, a duplicate certificate may be issued in its place upon such conditions as the Board of Directors may prescribe.
Page 8 of 9 – Bylaws of Umpqua Holdings Corporation as of April 16, 2008
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ARTICLE 5
CORPORATE SEAL |
If the Corporation has a corporate seal, its size and style is shown by the impression below:
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ARTICLE 6
AMENDMENTS |
Unless otherwise provided in the Articles of Incorporation, the Bylaws of the Corporation may be amended or repealed by the directors, subject to amendment or repeal by action of the shareholders, at any regular meeting or at any special meeting called for that purpose, provided notice of the proposed change is given in the notice of the meeting or notice thereof is waived in writing.
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ARTICLE 7
SEVERABILITY |
If any provision of these Bylaws is found, in any action, suit or proceeding, to be invalid or ineffective, the validity and the effect of the remaining provisions will not be affected.
These bylaws were adopted by the Board of Directors of Umpqua Holdings Corporation on April 21, 2004, amended on April 18, 2007 and amended on April 16, 2008.
/s/
Steven L. Philpott
Steven L. Philpott, Corporate Secretary
Page 9 of 9 – Bylaws of Umpqua Holdings Corporation as of April 16, 2008
| Exhibit 99.1 |
UMPQUA HOLDINGS CORPORATION
T
HIRD
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ESTATED
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UPPLEMENTAL
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XECUTIVE
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ETIREMENT
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OR
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AYMOND
P. D
AVIS
THIS AGREEMENT is made and entered into effective as of April 16, 2008 by and between Umpqua Holdings Corporation (“Umpqua”) and Raymond P. Davis (hereinafter referred to as “Participant”) and supersedes in its entirety the Second Restated Supplemental Executive Retirement Plan as restated effective January 1, 2007.
| R E C I T A L S |
A. Participant is serving as the President and Chief Executive Officer of Umpqua. The parties’ desire that Participant will continue to render valuable service to Umpqua in the future. This plan is intended to provide a financial inducement to Participant for continued service, as well as a form of compensation for doing so.
B. Umpqua and Participant entered into an Employment Agreement dated effective as of July 1, 2003 (“Employment Agreement”), pursuant to which Umpqua is obligated to provide Participant with a supplemental executive retirement benefit on the terms and conditions set forth in this Agreement.
C. The parties entered into a Supplemental Retirement Plan Agreement, originally dated effective July 1, 2003, which was restated on July 8, 2005 and again restated effective January 1, 2007. The parties intend for this Agreement to supersede that agreement and any amendments or restatements thereto, in their entirety.
D. In consideration of this Agreement, Umpqua and Participant concurrently have entered into a Split-Dollar Insurance Agreement (Endorsement Method).
| ACCORDINGLY, the parties agree as follows: |
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ARTICLE 1
ADMINISTRATION |
Section 1.1 Purpose of the Plan. The purpose of the Plan is to provide retirement benefits for Raymond P. Davis.
Section 1.2 Administration of the Plan. The Compensation Committee shall appoint from time-to-time a person or persons to administer and interpret the terms of the Plan and adopt rules and regulations to implement the Plan (“Administrator”).
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Section 1.3 Top Hat Plan and Excess Benefits. The Plan is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of management or highly compensated participants (within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of ERISA), and is intended to be exempt from Parts 2, 3, and 4 of ERISA. The Plan also separately accounts for benefits that are provided in excess of the limitations on contributions and benefits imposed by section 415 of the Internal Revenue Code of 1986, as described in section 3(36) of ERISA, and such separate part of the Plan is intended to be an “excess benefit plan” exempt from ERISA pursuant to section 4(b)(5).
ARTICLE 2
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Section 2.1 Definitions. For purposes of the Supplemental Executive Retirement Plan and this Article 2, the following definitions shall apply:
“ Account ” means the separate bookkeeping account established for Participant on the books of Umpqua for the purpose of recording the amounts of supplemental retirement benefits accrued for Participant pursuant to the provisions of this Plan as if the Plan were accounted for in accordance with APB 12.
“ Annual Retirement Benefit ” means the benefit amount to be paid annually until Participant’s death (subject to the provisions of Section 2.9 of this Plan), as set forth in Schedule A hereto under the column titled “Normal Retirement,” minus the amount of the Offsetting Benefit which Participant is predicted to receive during the initial fiscal year benefits are paid, which Offsetting Benefit will be fixed for purposes of this Agreement. The net payment in subsequent years will be the benefit amount reflected in the schedule minus the fixed Offsetting Benefit.
“ Cause ” has the same meaning as first ascribed to it in the Employment Agreement.
“ Change in Control ” has the same meaning as first ascribed to it in the Employment Agreement.
“ Compensation Committee ” means the Compensation Committee of the Board of Directors of Umpqua or its equivalent appointed by the Board.
“ Disability” or “Disabled ” means the Participant (i) 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 twelve (12) months, or (ii) 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 twelve (12) months, receiving income replacement benefits
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for a period of not less than three (3) months under an accident and health plan covering employees of the Umpqua or a subsidiary of Umpqua.
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
“ Normal Commencement Date ” means the later of (i) the first day of the month which is six months after the Termination Date or (ii) the first day of the month following Retirement Age.
“ Offsetting Benefits ” means Social Security retirement benefits plus any Retirement Plan or pension benefits funded by Umpqua or its affiliates for the benefit of Participant, including interest or earnings thereon, but specifically excluding amounts contributed by Participant into a 401(k) or similar plan together with interest or earnings thereon and any gain or other value derived under any stock options or other stock based compensation plans. For purposes of determining the amount to be paid Participant pursuant to Section 2.2, the amount of Offsetting Benefits will be calculated at the time the Annual Retirement Benefit first becomes payable and will thereafter remain fixed.
“ Plan ” means the Supplemental Executive Retirement Plan set forth in this Agreement, as it may be amended from time to time.
“ Retirement Age ” means the Participant’s sixty-second birthday, June 3, 2011.
“ Retirement Plan ” means any defined benefit or defined contribution plan qualified under Section 401(a) of the Internal Revenue Code of 1986, sponsored by Umpqua.
“ Termination Date ” means the date on which Participant ceases to be an employee of Umpqua for any reason, including death, retirement, disability, and voluntary or involuntary termination.
“ Unforeseeable Emergency ” means a severe financial hardship resulting from an illness or accident of Participant, Participant’s spouse or a dependent (as defined in Section 152(a) of the Internal Revenue Code), loss of Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of Participant.
Section 2.2 Normal Retirement Benefits. In the event Participant’s employment is terminated on or after Participant has attained Retirement Age, commencing on the Normal Commencement Date, subject to Section 2.7, Participant shall be entitled to receive the Annual Retirement Benefit, in the amount set forth on Schedule A for “Normal Retirement,” in equal monthly payments. Subject to Section 2.9 of this Plan, monthly payments of the Annual Retirement Benefit shall continue until Participant’s death.
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Section 2.3 Benefits Upon Disability of Participant Prior to Retirement Age. In the event Participant becomes Disabled, Participant shall be entitled to receive monthly payments in an amount actuarially determined based upon his then life expectancy from the then amount of the Account. The actual amount of benefit cannot be currently determined because the amount of the Account at future dates is a current estimate only. Further, the actuarial calculation at the time of any such termination will also depend upon the discount rate and the Participant’s life expectancy at the time. However, based upon current estimates, the annual amount of such payment (which includes an estimated amount of Offsetting Benefits as well) is set forth on Schedule A for “Disability.” Payments will commence on the first day of the month following Participant becoming Disabled. Subject to Section 2.9, the monthly payments shall continue until Participant’s death.
Section 2.4. Account Accruals. Umpqua agrees to continue to accrue for the Account on a basis consistent with past practices through the date of Participant’s termination of employment.
Section 2.5. Termination of Employment Prior to Retirement Age. If Participant's employment is terminated by Umpqua or by Participant prior to Participant reaching Retirement Age for any reason except for his Death or his Disability, commencing on the Normal Commencement Date, subject to Section 2.7, Participant shall be entitled to receive monthly payments in the amount actuarially determined based upon his then life expectancy from the then amount of the Account. The actual amount of benefit cannot be currently determined because the amount of the Account at future dates is a current estimate only. Further, the actuarial calculation at the time of any such termination will also depend upon the discount rate and the Participant’s life expectancy at the time. However, based upon current estimates, the annual amount of such payment (which includes an estimated amount of Offsetting Benefits as well) is set forth in Schedule A for "Early Termination". Subject to Section 2.9 of this Plan, monthly payments shall continue until Participant's death.
Section 2.6. Change in Control. If within two years of a Change in Control Participant’s employment is terminated without Cause or Participant terminates his employment for any reason prior to Participant’s 62 nd birth date, commencing on the Normal Commencement Date, subject to Section 2.7, Participant shall be entitled to receive monthly payments in an amount actuarially determined based upon his then life expectancy from a sum equal to the average of the then amount of the Account and the predicted amount of Account as of June 30, 2011. The actual amount of benefit cannot be currently determined because the amount of the Account at future dates is a current estimate only. Further, the actuarial calculation at the time of any such termination will also depend upon the discount rate and the Participant’s life expectancy at the time. However, based upon current estimates, the annual amount of such payment (which includes an estimated amount of Offsetting Benefits as well) is set forth on Schedule A for “Change in Control.” Subject to Section 2.9 of this Plan, monthly payments of the Annual Retirement Benefit shall continue until Participant’s death.
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If the benefit payments under this Agreement, either alone or together with other payments to which the Participant is entitled to receive from the Company, would constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such benefit payments shall be reduced to the largest amount that will result in no portion of benefit payments under this Agreement being subject to the excise tax imposed by Section 4999 of the Code. The determination of which benefits to reduce shall be made by the Participant, provided the Company’s accountants confirm that such reduction satisfies the requirements of this Section.
Section 2.7. Delay of Payment if Specified Employee. If at the time Participant’s employment terminates, Participant is a “specified employee” as defined in Section 409A of the Code, the payment of benefits shall not commence until the later of (a) the commencement date otherwise set forth in the applicable section of this Agreement or (b) a date which is six months after the date of Applicant’s termination of employment with the Umpqua. Furthermore, if payment of benefits is affected by this six (6) month delay in payment imposed by Section 409A of the Code and benefits under the applicable section were to be paid in installments, the aggregate amount of the first seven (7) months of installments shall be paid at the beginning of the seventh month following the date of termination of employment. Monthly installment payments shall continue thereafter as specified.
Section 2.8. Death Benefit. In the event Participant dies prior to age 62, neither he nor his beneficiary will be entitled to any benefits hereunder; provided however, should he die after age 62 but while still employed by Umpqua, it will be assumed that he elected to retire as the day prior to his death with his designated beneficiary entitled to receive the annual retirement benefit provided by Section 2.2, subject to Section 2.9.
Section 2.9. Minimum and Maximum Term of Life Payments. If Participant is receiving payments under this Plan until his death, Umpqua and Participant agree that such payments will cease in any event no later than 36 months after Participant’s predicted life expectancy determined by Umpqua’s consulting actuaries at the time of Participant’s termination of employment, but, notwithstanding Participant’s earlier death, such payments will continue to a date 36 months prior to such predicted life expectancy, with such payments made to Participant’s beneficiary as designated in writing to the Administrator, or if no beneficiary is so designated, to Participant’s estate. Participant’s life expectancy shall be determined based upon the then most recently published life expectancy table by the Internal Revenue Services or other generally accepted reference source.
Section 2.10. Early Payment for Unforeseeable Emergency . Participant shall not be entitled to withdraw any portion of the balance in the Account except that, in event of hardship caused by an Unforeseeable Emergency, the Administrator may, but is under no obligation to, distribute all or a portion of the Account. The amount distributed may not exceed the amount necessary to satisfy the financial hardship plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by
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liquidation of Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). In the event of any early payment, later benefits will be appropriately adjusted to reflect the early payment as determined by Umpqua’s consulting actuaries.
Section 2.11. Withholding . Any payment or other distribution of benefits under this Plan may be reduced by any amount required to be withheld by Umpqua under any applicable law, rule, regulation, order or other requirement, now or hereafter in effect, of any governmental authority.
Section 2.12. Effect on Retirement Plans . Any amounts payable under this Plan shall be disregarded for the purpose of determining any accrued benefits of Participant under any Retirement Plan, except as required by law.
Section 2.13. Account . The Account established under this Plan is an unfunded plan of deferred compensation. Benefits and interest earned hereunder are represented solely by bookkeeping entries on records maintained by the Administrator. No funds are held in trust or otherwise segregated for the sole purpose of paying Plan benefits. All Plan benefits are payable solely from the general assets of Umpqua. The Umpqua may from time to time reserve assets in a general account or grantor trust owned by Umpqua for the purpose of paying liabilities that are accrued under this Plan. The Participant (and his successors) shall have no legal or equitable rights, interest or claims in any specific collateral, property or assets of Umpqua, but shall be general unsecured creditors of Umpqua until benefits are paid hereunder.
Section 2.14. Offset. Any amounts due to Participant hereunder may be applied by Umpqua to offset any amounts past due Umpqua from Participant, provided that such offset may only occur at such time and to the extent that benefit payments are due and payable.
Section 2.15. Claims Procedure.
2.15.1 Interpretation . Any person desiring a benefit under, interpretation or construction of, ruling under or information regarding this Plan shall submit a written request therefore to the Administrator. The Administrator shall respond in writing to any such request as soon as practicable. Any interpretation or construction of, and any ruling under, this Plan by the Administrator shall be final and binding on all parties.
2.15.2 Denial of Claim . If a claim for benefits is denied in whole or in part, the Administrator shall notify the claimant of such denial and of his or her right to a conference with an individual designated in the notice for the purpose of explaining the denial. If the claimant does not want such a conference, or is dissatisfied with its outcome, he or she shall be furnished in writing, in a manner calculated to be understood by the claimant, specific reasons for such denial, specific references to the Plan provisions on which the denial is based, a description of any additional material necessary for him or her to perfect his or her claim, an explanation of why such material is necessary, and an explanation of this Plan’s appeals procedure as described in Section 2.15.3.
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2.15.3 Appeal Procedure . Any person, or his or her duly authorized representative, whose claim for benefits under this Plan has been denied in whole or in part, may appeal from such denial to the Administrator by submitting to the Administrator a written request for review within seventy-five (75) days after receiving notice of denial. The Administrator shall give the claimant an opportunity to review pertinent documents relating to the denial in preparing his or her request for review. The request must set forth all the grounds upon which it is based, supporting facts and documents, and any other matters which the claimant deems pertinent, and the relief sought. The Administrator may require the claimant to submit such additional facts, documents or other material as it deems necessary or advisable in making its review. The Administrator shall act upon a request for review within 60 days after receipt thereof unless special circumstances require further time, but in no event later than 120 days after such receipt. If the Administrator confirms the denial in whole or in part, the Administrator shall give written notice to the claimant setting forth, in a manner calculated to be understood by the claimant, the specific reasons for denial and specific reference to the Plan provisions on which the decision was based. The determination of the Administrator upon such review shall be final and conclusive, but subject to any right of appeal under applicable law.
ARTICLE 3 MISCELLANEOUS.
Section 3.1 Amendment or Termination . This Plan may be amended or terminated only by the written agreement authorized by the Compensation Committee and signed by Administrator and Participant. Notwithstanding the foregoing, this Agreement may not amended to accelerate the timing of distributions of the benefits unless such acceleration specifically permitted under Section 409A of the Code. Any amendment to delay the payments or change the form of payment, is subject to the following limitations:
(a) the amendment may not take effect until at least twelve (12) months after the date on which the amendment is made;
(b) other than in the event of death, the first payment with respect to such amendment must be deferred for a period of at least five (5) years from the date such payment otherwise would have been made; and
(c) an amendment related to a payment to be made at a specified time may not be made less than twelve (12) months prior to the date of the first scheduled payment.
Section 3.2 Plan Administrator . With respect to ERISA, the Administrator shall be the plan administrator and named fiduciary as to this Plan and the corporate secretary of Umpqua shall be the agent for purposes of receiving legal process.
Section 3.3 No Right to Employment . This Plan shall not confer upon Participant the right to be retained in the employ of Umpqua, interfere with the right of Umpqua to discharge or otherwise deal with Participant without regard to the existence of this Plan or otherwise be
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interpreted or construed as creating or modifying any employment or other contract between Umpqua and Participant.
Section 3.4 Conclusiveness of Authorized Action . All determinations made under this Agreement by Umpqua’s independent consulting actuaries shall be binding upon Umpqua and Davis in the absence of manifest error. Any other actions taken with respect to this Plan by the Administrator shall be conclusive upon Participant, his beneficiaries and any other persons entitled to benefits under this Plan, subject to the claims procedure set forth in Section 2.15 and the arbitration provisions set forth in Section 3.11.
Section 3.5 Alienation . Except as provided in Section 3.6 below, no right, interest or benefit under this Plan shall be subject to any anticipation, alienation, sale, transfer, assignment, pledge, security interest, encumbrance, charge, execution, attachment, garnishment or legal process, and any attempt to do so shall be void.
Section 3.6 Qualified Domestic Relations Order Distribution . All rights and benefits, including elections, provided to a Participant in this Plan shall be subject to the rights afforded to any “alternate payee” under a “qualified domestic relations order.” Furthermore, a distribution to an “alternate payee” shall be permitted if such distribution is authorized by a “qualified domestic relations order,” even if the affected Participant has not separated from service and has not reached “earliest retirement age” under the Plan. For the purposes of this Section, “alternate payee,” “qualified domestic relations order” and “earliest retirement age” shall have the meaning set forth under Code Section 414(p).
Section 3.7 Information . Participant and his beneficiaries under this Plan shall provide such authorizations, elections, designations and other information, as Umpqua shall deem necessary for the proper administration of this Plan. All such authorizations, elections, designations and other information shall be in form approved by Umpqua. The Umpqua shall not be obligated to determine the accuracy or authenticity of any information provided by Participant or any beneficiary under this Plan and any payment or other distribution of benefits based thereon shall be binding on such person, or on anyone claiming by, through or under such person, and shall completely discharge any liability under this Plan to the extent of any payment made.
Section 3.8 Headings . Headings of sections and paragraphs of this Plan are inserted for convenience of reference only and shall not constitute a part of this Plan.
Section 3.9 Governing State . This Plan shall be interpreted, construed and enforced in accordance with the laws of the State of Oregon, except insofar as state law has been preempted by ERISA.
Section 3.10 Entire Agreement . This document constitutes the entire agreement between the parties with respect to the Plan provided pursuant to Section 5.5 of the Employment Agreement dated July 1, 2003
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Section 3.11 Arbitration . Any dispute hereunder shall be resolved under binding arbitration pursuant to the provision in Section 15 of the Employment Agreement. Attorney fees will be awarded as provided by Section 17.9 of the Employment Agreement.
Section 3.12 Notices. All notices, requests, demands, and other communications provided for by this Agreement will be in writing and shall be deemed sufficient upon receipt, when delivered personally or by a nationally-recognized delivery service (such as Federal Express), or three (3) business days after being deposited in the U.S. mail as certified mail, return receipt requested, with postage prepaid, if such notice is addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice.
| To Umpqua, | Umpqua Holdings Corporation | ||
| Administrator, or | Suite 1200 | ||
| Compensation Committee | One SW Columbia Street | ||
| Portland, Oregon 97258 | |||
| Attn: Chairman of the Board of Directors | |||
| and copy to: | Kenneth Roberts | ||
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Foster Pepper LLP
Suite 1800 601 SW 2 nd Avenue Portland, Oregon 97204 |
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| To Participant: | Raymond P. Davis | ||
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609 NW 11
th
Avenue
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| and copy to: | Terrence R. Pancoast | ||
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Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600 Portland, Oregon 97204 |
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| [ Signature Page to Follow ] |
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first written above.
Umpqua Holdings Corporation
By:
/s/ William Lansing
William Lansing
Compensation Committee Chairman
Executed: March 24, 2008
/s/ Raymond P. Davis
Raymond P. Davis, Participant
Executed: April 16, 2008
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| SCHEDULE A |
| ANNUAL RETIREMENT BENEFIT |
The following schedule sets forth the amount of the Annual Retirement Benefit (prior to adjustment for Offsetting Benefits) to be paid under Sections 2.2 of the Third Restated Supplemental Executive Retirement Plan for Raymond P. Davis, based on when the Termination Date occurs. The schedule also gives an estimate of payments in the event of Disability, Early Termination or a termination in a Change in Control, prior to age 62.
| Month of | Normal | Early Termination | Change in | Estimated | ||||||
| Termination | Retirement | Disability | - Prior to age 62 | Control | Account | |||||
| (or Disability) | (Section 2.2) | (Section 2.3) | (Section 2.5) | (Section 2.6) | Balance | |||||
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| Dec-2007 | N/A | $ 259,371 | $ 341,615 | $ 429,686 | $ 3,378,906 | |||||
| Jan-2008 | N/A | $ 265,410 | $ 347,759 | $ 432,705 | $ 3,457,584 | |||||
| Feb-2008 | N/A | $ 271,450 | $ 353,829 | $ 435,725 | $ 3,536,262 | |||||
| Mar-2008 | N/A | $ 277,489 | $ 359,827 | $ 438,745 | $ 3,614,940 | |||||
| Apr-2008 | N/A | $ 283,529 | $ 365,754 | $ 441,764 | $ 3,693,619 | |||||
| May-2008 | N/A | $ 289,568 | $ 371,609 | $ 444,784 | $ 3,772,297 | |||||
| Jun-2008 | N/A | $ 299,629 | $ 377,394 | $ 449,814 | $ 3,850,975 | |||||
| Jul-2008 | N/A | $ 306,460 | $ 383,998 | $ 453,230 | $ 3,938,772 | |||||
| Aug-2008 | N/A | $ 313,291 | $ 390,524 | $ 456,645 | $ 4,026,570 | |||||
| Sep-2008 | N/A | $ 320,122 | $ 396,972 | $ 460,061 | $ 4,114,367 | |||||
| Oct-2008 | N/A | $ 326,953 | $ 403,342 | $ 463,477 | $ 4,202,164 | |||||
| Nov-2008 | N/A | $ 333,784 | $ 409,636 | $ 466,892 | $ 4,289,962 | |||||
| Dec-2008 | N/A | $ 340,616 | $ 415,853 | $ 470,308 | $ 4,377,759 | |||||
| Jan-2009 | N/A | $ 347,447 | $ 421,995 | $ 473,723 | $ 4,465,557 | |||||
| Feb-2009 | N/A | $ 354,278 | $ 428,063 | $ 477,139 | $ 4,553,354 | |||||
| Mar-2009 | N/A | $ 361,109 | $ 434,056 | $ 480,555 | $ 4,641,151 | |||||
| Apr-2009 | N/A | $ 367,940 | $ 439,975 | $ 483,970 | $ 4,728,949 | |||||
| May-2009 | N/A | $ 374,771 | $ 445,822 | $ 487,386 | $ 4,816,746 | |||||
| Jun-2009 | N/A | $ 387,179 | $ 451,596 | $ 493,589 | $ 4,904,543 | |||||
| Jul-2009 | N/A | $ 394,896 | $ 458,212 | $ 497,448 | $ 5,002,308 | |||||
| Aug-2009 | N/A | $ 402,614 | $ 464,746 | $ 501,307 | $ 5,100,072 | |||||
| Sep-2009 | N/A | $ 410,332 | $ 471,201 | $ 505,166 | $ 5,197,836 | |||||
| Oct-2009 | N/A | $ 418,050 | $ 477,576 | $ 509,025 | $ 5,295,600 | |||||
| Nov-2009 | N/A | $ 425,767 | $ 483,873 | $ 512,884 | $ 5,393,365 | |||||
| Dec-2009 | N/A | $ 433,485 | $ 490,091 | $ 516,743 | $ 5,491,129 | |||||
| Jan-2010 | N/A | $ 441,203 | $ 496,232 | $ 520,602 | $ 5,588,893 | |||||
| Feb-2010 | N/A | $ 448,921 | $ 502,296 | $ 524,460 | $ 5,686,657 | |||||
| Mar-2010 | N/A | $ 456,639 | $ 508,285 | $ 528,319 | $ 5,784,422 | |||||
| Apr-2010 | N/A | $ 464,356 | $ 514,197 | $ 532,178 | $ 5,882,186 | |||||
| May-2010 | N/A | $ 472,074 | $ 520,035 | $ 536,037 | $ 5,979,950 | |||||
| Jun-2010 | N/A | $ 486,618 | $ 525,798 | $ 543,309 | $ 6,077,714 | |||||
| Jul-2010 | N/A | $ 495,317 | $ 532,425 | $ 547,659 | $ 6,186,364 | |||||
| Aug-2010 | N/A | $ 504,017 | $ 538,968 | $ 552,008 | $ 6,295,014 | |||||
| Sep-2010 | N/A | $ 512,716 | $ 545,430 | $ 556,358 | $ 6,403,664 | |||||
| Oct-2010 | N/A | $ 521,415 | $ 551,810 | $ 560,707 | $ 6,512,314 | |||||
| Nov-2010 | N/A | $ 530,114 | $ 558,110 | $ 565,057 | $ 6,620,964 | |||||
| Dec-2010 | N/A | $ 538,813 | $ 564,329 | $ 569,407 | $ 6,729,614 | |||||
| Jan-2011 | N/A | $ 547,512 | $ 570,469 | $ 573,756 | $ 6,838,264 | |||||
| Feb-2011 | N/A | $ 556,212 | $ 576,530 | $ 578,106 | $ 6,946,914 | |||||
| Mar-2011 | N/A | $ 564,911 | $ 582,513 | $ 583,013 | $ 7,055,564 | |||||
| Apr-2011 | N/A | $ 573,610 | $ 588,419 | $ 588,919 | $ 7,164,214 | |||||
| May-2011 | N/A | $ 582,309 | $ 594,247 | $ 594,747 | $ 7,272,865 | |||||
| Jun-2011 | $ 600,000 | $ 600,000 | $ 600,000 | $ 600,000 | $ 7,381,515 | |||||
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| Exhibit 99.2 |
SPLIT-DOLLAR INSURANCE AGREEMENT (Endorsement Method)
This is an Agreement between Umpqua Holdings Corporation, an Oregon corporation and Umpqua Bank, an Oregon state chartered bank, (collectively the "Employer"), and Raymond P. Davis, (the "Executive") dated effective April 16, 2008.
| RECITALS |
A. The Executive is a valued Executive of Employer and Employer wants to retain him in its employ.
B. The Employer, as an inducement to continue this employment, wants to assist Executive with his personal life insurance program.
THEREFORE, Employer and Executive agree as follows:
1. Life Insurance . This Agreement relates to life insurance Policy Number 16621254 (the "Policy") issued by Northwestern Mutual Life Insurance Company (the Insurer), on the life of Executive, which now provides a death benefit in excess of $10 million.
2. Rights of the Parties
(a) Employer shall be the sole and exclusive owner of the Policy. This includes all the rights of "owner" under the Policy, subject to paragraph 2(b), below.
(b) Executive shall have the right to designate the beneficiary of a portion of the Policy's death benefit in the amount of $5 million (“Executive’s Benefit”). Employer retains the right to receive all death benefits in excess of Executive’s Benefit.
Executive's rights and economic benefits, either in this Agreement or documented on the Insurer's records, are limited exclusively to Executive’s Benefit as stipulated in this paragraph 2(b).
3. Policy in Force . Employer shall keep and maintain the Policy in force and effect throughout the term of this Agreement and pay all premiums as and when due. Employer may, from time to time, replace the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and in that event, Employer and Executive shall execute an Addendum to this Agreement or a new Agreement, if necessary.
4. Policy Dividends . Policy dividends shall be applied to purchase paid-up additional insurance protection.
5. 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
1
transaction for tax purposes in which, at all times, the only economic benefit to Executive shall be the value of the current life insurance protection attributable to naming the beneficiary under the Policy. Executive 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.
6. Termination of Agreement . This Agreement shall terminate automatically upon termination of Executive's employment with Employer for any reason whatsoever other than the Executive's death, or upon his reaching age 62, whichever first occurs.
7. Insurance Company. Not Liable . The Insurer shall be bound only by the provisions of and endorsements of the Policy, and any payments made or action taken by it in accordance therewith shall fully discharge it from all claims, suits and demands of all persons whatsoever. It shall in no way be bound by or be deemed to have notice of the provisions of this Agreement.
8. Assignment Rights . The Executive shall have the right to assign any part or all of the Executive's interest in the Policy and this Agreement to any person, entity or trust by execution of a written assignment delivered to the Employer and to the Insurer.
9. Amending The Agreement . The Employer and Executive can mutually agree to amend this Agreement and such amendment shall be in writing and signed by the Employer and Executive.
10. Binding Effect . This Agreement shall bind Employer and its successors and assigns, Executive and his heirs, executors, administrators and assigns, and any Policy beneficiary.
11. ERISA Requirements . The following provisions are part of this Agreement and are intended to meet the requirements of the Executive Retirement Income Security Act of 1974 (ERISA):
(a) The Named Fiduciary and Claims Manager: The Principal Accounting Officer of Umpqua Holdings Corporation.
(b) The funding policy under this Plan is that all premiums on the Policy be remitted to the Insurer when due.
(c) Direct payment by the Insurer is the basis of payment of benefits under this Plan, with those benefits in turn being based on the payment of premiums as provided in the Plan.
(d) Claims procedure:
(1) If for any reason a claim for benefits under this Plan is denied by the Employer, the Claims Manager shall deliver to the Claimant a written explanation setting forth the specific reasons for the adverse benefit determination; specific references to the Plan section on which the adverse benefit determination is based; a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such
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material or information is necessary; and a description of the Plan's review procedure including a statement of the Claimant's rights to bring a civil action under Section 502 of ERISA following an adverse determination on review, all written in a manner calculated to be understood by the Claimant. For this purpose:
(A) The Claimant's claim shall be deemed filed when presented orally or in writing to the Claims Manager.
(B) The Claims Manager's explanation shall be in writing delivered to the Claimant within 90 days of the date the claim is filed unless the Claims Manager determines that special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90 day period. In no event shall such extension exceed a period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Claims Manager expects to render the benefit determination. If the period of time is extended because the Claimant has failed to provide necessary information to decide the claim, the period for making the benefit determination shall be tolled from the date on which the notification of the extension is sent to the Claimant, until the date on which the Claimant provides the information. Failure to provide notice of decision in the time specified is the same as denial of the claim and the Claimant is entitled to require a review of the denial under the review procedures.
(2) The Claimant (or his or her duly authorized representative) shall have 60 days following the receipt of the denial of the claim to file with the Claims Manager a written request for review of the denial. For such review, Claimant shall have the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits. Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits. The review of the claim shall take into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
(3) In the case of a request for review of an adverse benefit determination, the Claims Manager is designated as the appropriately Named Fiduciary for a full and fair review. On review, the Claims Manager shall notify the Claimant not later than 60 days after the Employer's receipt of the request for review, unless the Claims Manager determines that special circumstances require an extension of time for processing the claim, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60 day period. In no event shall any such extension exceed a period of 60 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the determination on review. If the period of time is extended because the Claimant has failed to provide necessary information to decide the claim, the period for making the benefit determination shall be tolled from the date on which the notification of the extension is sent to the Claimant, until the date on
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which the Claimant provides the information. The decision on review shall be in writing and in the case of an adverse benefit determination shall include: (i) the specific reason or reasons for the decision; (ii) references to the specific Plan provisions on which the benefit 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 of the Claimant's right to bring an action under Section 502(a) of ERISA, all written in a manner calculated to be understood by the Claimant. If the decision on review is not furnished within such time, the claim shall be deemed denied on review.
For a death benefit claim :
A claim for a death benefit must follow the procedures established by the Insurer which may include time deadlines. If Executive’s beneficiary makes a written request to the Claims Manager, the Claims Manager will help Executive’s beneficiary obtain forms and instructions required by Insurer to make a claim. Employer will notify the beneficiary if the claim is denied and will explain the procedures it has for reviewing any claims that it denies. Executive’s beneficiary will be responsible for timely submitting all documents necessary to claim the death benefit.
[ Signature Page to Follow ]
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IN WITNESS WHEREOF the Parties have signed this Agreement, effective as of the date written above.
| EMPLOYER: | EXECUTIVE: |
| Umpqua Holdings Corporation | /s/ Raymond P. Davis |
| Raymond P. Davis | |
|
By:
/s/ William A. Lansing
Umpqua Bank
By:
/s/ Neal T. McLaughlin
|
|
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