EXHIBIT 10.1

NORTHRIM BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Originally Effective as of July 1, 1994

Amended Effective as of January 6, 2000,

January 8, 2004, January 1, 2005, and January 1, 2015

NORTHRIM BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The purpose of this Supplemental Executive Retirement Plan (the “Plan”) is to award individuals for their continued commitment to Northrim Bank (“Bank” or the “Company”), and to provide a supplemental retirement benefit, since retirement benefits under Northrim Bank Retirement Plan have been limited in recent years by Congress under the Internal Revenue Code. It is intended that this Plan will assist in retaining and attracting individuals of exceptional ability by providing them with the benefits provided hereunder.

This Plan will be effective as of July 1, 1994.

ARTICLE 1

DEFINITIONS

1.1 Account or Accounts means the record-keeping accounts maintained hereunder on the books and records of the Company to record Participant’s benefits, as well as the increase in value attributable to interest earned thereon, all as described hereafter.

1.2 Beneficiary shall mean the individual(s) designated by the Participant on a form provided by the Committee. If no individual is designated, the Beneficiary shall be: (i) the spouse, if the participant is married on the date of death; or if unmarried, the Participant’s estate.

1.3 Code shall mean the Internal Revenue Code of 1986, as amended from time to time, or any succession thereto.

1.4 Committee shall mean the Compensation Committee of the Company’s Board of Directors, which shall administer the Plan in accordance with Section 6.7 hereof.

1.5 Company shall mean Northrim Bank or any successor corporate entity. The Company may delegate authority necessary to administer the Plan to any person or committee.

1.6 Early Retirement Date shall mean the first day of any month between a Participant’s 55th and 65th birthdays, provided the Participant has then completed at least 5 years of vesting service under the terms of the Company’s Savings Incentive Plan.

1.7 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended, and any regulations issued pursuant thereto.

1.8 Normal Retirement Date shall mean the Participant’s 65th birthday. No Participant shall be forced to mandatorily retire merely because such Participant attains his or her Normal Retirement Date.

1.9 Participant shall initially mean those individuals listed on Exhibit “A” to this Plan. Other individuals may be added from time to time with the consent of the Board of Directors of Northrim Bank.

1.10 Plan shall mean this Supplemental Executive Retirement Plan.

1.11 Retirement Plan shall mean the Northrim Bank Defined Benefit Retirement Plan and Trust Agreement as may be amended from time to time.

1.12 Trust shall mean the Rabbi Trust Agreement entered into between the Company and the Trustee, as amended from time to time, if adopted by the Board of Directors of the Company.

1.13 Trust Fund shall mean the cash and other investments held and administered by the Trustee in accordance with the provisions of the Trust and the Plan.

1.14 Trustee shall mean the Committee or any duly appointed additional or successor corporate or independent trustee appointed and acting in accordance with Section 6.6 and Article 6 hereof and the Trust Agreement.

ARTICLE 2

ELIGIBILITY AND PARTICIPATION

Initially, the individuals listed on Exhibit A shall be the only eligible Participants under this Plan. The Company may, in its sole discretion, select other eligible Participants from among a select group of the Company’s management or highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA.

All such additional Participants, when added, shall be listed on Exhibit A to this Plan.

ARTICLE 3

PRE-2005 SUPPLEMENTAL RETIREMENT BENEFIT

3.1 Pre-2005 Grandfathered Account. Employer contributions shall be credited to a Participant’s respective Accounts in accordance with this Section. Pre-2005 contributions shall be credited to a Pre-2005 Grandfathered Account, and Post-2004 contributions shall be credited to a Post-2004 Account.

3.2 Amount. Upon a Participant’s attainment of his or her Normal Retirement Date or Early Retirement Date, a supplemental retirement benefit shall be payable under the terms of this Plan. The amount of such payment shall be based on a contribution being credited annually pursuant to the terms of this Plan. Such contributions shall be credited on January 1 to an Account maintained on behalf of the Participant. The Account shall be further credited with interest compounded annually. Interest will be credited for the year, or any portion thereof, as of January 1 based on the Bank’s average yield on the Bank’s total assets, less a three year rolling average of net loan charge-offs expressed as a percentage of average loans outstanding for the respective periods. The amount payable to the Participant will be the sum of the contribution(s) plus accrued interest credited to such Participant’s Account.

The amount of a Participant’s annual contribution and such Participant’s eligibility date for such contribution shall be attached hereto as Exhibit B . Such exhibits shall be individualized for each Participant and shall be numbered in consecutive order beginning with B‑1 .

3.3 Form of Payment. The supplemental benefit from this Plan, as determined in Section 3.2, shall be paid-in monthly installments as follows:

(a) A calculation shall be made to convert the account balance payable under Section 3.2 to equal installment payments payable over a period not to exceed fifteen (15) years, in accordance with Participant’s election, or if no election is made, the period shall be fifteen (15) years. The conversion shall be based upon the time period selected and the applicable interest rate in effect as of the date of benefit commencement. For purposes of this paragraph, the applicable interest rate will be fifty (50) basis points over the applicable U.S. Treasury Note Rate. The applicable U.S. Treasury Note Rate will be the preceding twelve (12) month average, preceding the commencement of payments, and will be

the nearest quoted rate for a maturity representing two-thirds of the installment pay-out period. For example, if the installment period is fifteen (15) years, the applicable U.S. Treasury Note Rate will be the rate for a note whose term is two-thirds of the fifteen (15) year installment period, i.e., a 10‑Year U.S. Treasury Note. The applicable interest rate will, therefore, be fifty (50) basis points over the prior average annual rate for a 10‑Year U.S. Treasury Note.

(b) Notwithstanding the above, the Participant may elect to receive a lump sum payment of the supplemental benefit under this Plan, as determined in Section 3.2. Such election must be irrevocable and made at least 60 days before the date benefits would commence under Section 3.2 or 3.4.

3.4 Benefit Commencement. A Participant’s Pre-2005 Supplemental Retirement Benefit shall commence as soon as reasonably practicable following 91 days after the Participant’s termination of employment with the Company, provided the Participant has attained Normal Retirement Date or Early Retirement Date.

ARTICLE 4

POST-2004 SUPPLEMENTAL RETIREMENT BENEFIT

4.1 Post-2004 Account. A Participant’s Post-2004 Account shall be 100% vested and non-forfeitable at all times and shall become payable to the Participant upon the expiration of the deferral period elected by the Participant’s annual election form. An initial election form for his or her Post-2004 Account may provide that the deferral period will end on a specified date or the date he terminates employment.

Any deferral election for his or her Post-2004 Account to a specified future distribution date must be for at least two Plan Years, so that the earliest specified future distribution date that a Participant may elect will be January 1 following two Plan Years of deferral (counting the Participant’s initial Plan Year of eligibility if he or she first becomes a Participant on a date after January 1 of a Plan Year).

Notwithstanding the foregoing, a Participant or former Participant may later elect at least 12 months prior to the date on which the Participant deferral period for his or her Post-2004 Account would otherwise have ended to change the specified future distribution date on which payments will commence, provided that election changes the specified future distribution date to a date that is at least five (5) years later than the Participant’s deferral period for his or her Post-2004 Account would otherwise have ended.

All Participants must elect no later than December 31, 2008 to receive their Post-2004 Account at the end of the Participant’s deferral period in a lump sum or in annual installments not to exceed ten (10) years. New Participants after December 31, 2008 must elect at the time they become a Participant to receive their Post-2004 Account at the end of the Participant’s deferral period in a lump sum or in annual installments not to exceed ten (10) years. A Participant may later elect at least twelve (12) months prior to the date on which the Participant’s deferral period for his or her Post-2004 Account would otherwise have ended to change the form of payment the Participant previously elected to a lump sum payment or a specified number of annual installments not to exceed ten (10) years, provided that election also changes the distribution date of the Participant’s Post-2004 Account to a date that is at least five (5) years later than the Participant’s deferral period for is or her Post-2004 Account would otherwise have ended.

4.2 Six Month Payment Delay for Key Employees. If a Participant is a Key Employee as of the date of his or her Separation from Service (or as of such other date as may be prescribed under Code

Section 409A), then in no event shall such Participant’s first payment date be less than six (6) months after the date of such Participant’s Separation from Service. A “Key Employee” means a “specified employee” as defined pursuant to Code Section 409A and corresponding regulations (that is, an employee described in Code Section 416(i), as may be modified by Code Section 409A). A “Separation from Service” means a termination of services as an employee, independent contractor or consultant that is a “Separation from Service,” as defined pursuant to Code Section 409A and corresponding regulations.

4.3 Code Section 409A. This Article 4 is intended to comply and shall be interpreted and construed in a manner consistent with the provisions of Code Section 409A, including any rule or regulation promulgated thereunder. The provisions of this Article 4 shall not be deemed applicable to the Pre-2005 Supplemental Retirement Benefits described in Article 3 however, or to constitute a material modification with respect to such “grandfathered” Accounts. In the event that any provision of this Article or Plan would cause an amount deferred hereunder to be subject to tax under the Code prior to the time such amount is paid to a Participant, such provision shall, without the necessity of further action by the Committee, be deemed null and void.

ARTICLE 5

SURVIVOR AND DISABILITY BENEFITS

5.1 Pre-2005 Grandfathered Account Death Benefit. If the Participant dies prior to the commencement of such benefits, payments shall commence to the Beneficiary as soon as practicable after the Participant’s death in installments over fifteen (15) years determined as provided in Section 3.3(a), unless the Committee elects to accelerate payments without penalty to the Beneficiary. If the Participant dies after commencement of benefits, benefits shall continue over the remaining schedule to the Beneficiary, unless the Committee elects to accelerate such payments without penalty to the Beneficiary.

5.2 Post-2004 Account Death or Disability Benefit. If a Participant dies prior to the commencement of payments from his or her Post-2004 Account, the Participant’s Beneficiary shall receive the Participant’s Post-2004 Account in the most recent form of payment properly elected by the Participant prior to his or her death in accordance with the terms of this Plan, with payments commencing as soon as reasonably practicable after the Participant’s death. If the Participant made no form of payment election, the Participant’s Post-2004 Account will be paid to the Beneficiary in ten (10) annual installments, beginning as soon as reasonably practicable after the Participant’s death.

If a Participant experiences a Disability prior to the commencement of payments from his or her Post-2004 Account, the Participant shall receive the Participant’s Post-2004 Account in the most recent form of payment properly elected by the Participant prior to his or her Disability in accordance with the terms of this Plan, with payments commencing as soon as reasonably practicable after the Participant’s Disability. If the Participant made no form of payment election, the Participant’s Post-2004 Account will be paid to the Participant in ten (10) annual installments, beginning as soon as reasonably practicable after the Participant’s Disability. “Disability” means that a Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering the Company’s employees.

If a Participant dies after payments to the Participant have already commenced and the Participant had elected or was receiving installment payments, the Participant’s Beneficiary shall receive the remaining annual installment payments that would otherwise have been paid to the Participant.

This Section 5.2 also applies to former Participants who still have a Post-2004 Account balance at the time of their death.

ARTICLE 6

GENERAL PROVISIONS

6.1 Right to Amend or Terminate. The Company may, by written resolution of its Board of Directors, in its sole discretion, terminate, suspend or amend this Plan at any time, in whole or in part. However, no termination, amendment or suspension of the Plan will affect a Participant’s or Beneficiary’s rights to benefits accrued to the date of amendment, and no amendment shall accelerate benefits to the Participants to the detriment of the Company’s creditors.

Notwithstanding the foregoing, any termination of the Plan by the Board of Directors shall be subject to the provisions of Code Section 409A and applicable regulations regarding restrictions on the Board of Directors’ right to terminate the Plan and to distribute Post-2004 Accounts.

6.2 No Right of Employment. Nothing contained herein will confer upon any Participant the right to be retained in the service of the Company, nor will it interfere with the right of the Company to discharge or otherwise deal with any Participant without regard to the existence of the Plan.

6.3 Plan Funding. Supplemental retirement benefits may be paid either from a Trust Fund established by the Company or from the general or segregated assets of the Company. All Trust Fund assets, as well as non-Trust Fund assets, shall at all times remain subject to the claims of the general creditors of the Company.

6.4 Unsecured Benefit. The unpaid balance of any account maintained pursuant to this Plan or Trust is an unsecured, general obligation of the Company. No Participant has ownership rights with respect to any asset of the Company or any Trust Fund by reason of his participation in this Plan or any Trust that may be established hereunder.

6.5 Reporting. The Company is not required to render any report or accounting to any Participant until benefits under this Plan are actually paid.

6.6 Trust Agreement. If the Company elects to establish a Trust Fund for the payment of supplemental retirement benefits, the Trustee shall receive and hold all contributions to the Trust Fund made by the Company pursuant to the Plan and shall hold, invest, reinvest, and distribute such fund in accordance with the terms and provisions of this Plan and the Trust Agreement. The Company or the Committee may engage the services of qualified, independent investment managers for the purpose of providing some or all of the investment management for this Plan. The Company or the Committee may modify the Trust Agreement from time to time to accomplish the purposes of this Plan and may, with approval, remove any Trustee and select any successor Trustee. No amendment to the Plan, however, will bind the Trustee without its consent.

6.7 Administration. The Company designates the Compensation Committee to administer, construe and interpret this Plan. The Committee shall perform administrative duties as required herein,

and shall serve for such terms as the Company may designate or until a successor has been appointed or until removed by the Company. No Committee member shall vote on a matter that is related solely to his entitlement to benefits hereunder.

The construction and interpretation by the Committee of any provision of this Plan shall be final, conclusive and binding upon all parties, including the Company and its employees. The Committee has the sole discretion to decide all issues under this Plan and any Trust that may be established hereunder. Any decision of the Committee that is not an abuse of discretion or arbitrary and capricious, shall be upheld by a court of law. The Committee may adopt rules and regulations to assist it in the administration of the Plan. No member of the Committee shall be liable for any act performed or determination made, unless attributable to willful misconduct or lack of good faith. The Company shall hold the Committee and its members harmless and indemnify them from liability unless such liability stems from willful misconduct or lack of good faith. All expenses of administration of the Plan shall be borne by the Company and no part thereof shall be payable by a Participant in this Plan.

6.8 No Assignment. Except as provided below, no rights hereunder are assignable in whole or in part, either by voluntary or involuntary act or by operation of law. Rights hereunder are not subject to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance. Such rights are not subject to the debts, contracts, liabilities, engagements or torts of the Participant or his Beneficiary. Notwithstanding the above, the Participant’s and Beneficiary’s rights hereunder may be assigned to a trust created under the Participant’s Last Will and Testament or similar dispositive instrument.

6.9 Binding Effect. This Agreement is binding upon the parties hereto, and their respective heirs, executors, administrators, successors and assigns. This Agreement shall bind the Company, and any successor thereto whether as a result of merger, sale of stock, sale of substantially all the assets, or otherwise.

6.10 Governing Law. This Agreement shall be governed by the laws of the State of Alaska except as may be preempted or superseded by federal law. Venue shall be the United States District Court, State of Alaska, at Anchorage.

ARTICLE 7

DUTIES UPON INSOLVENCY

7.1 Duty to Inform. The Board of Directors and/or the Chief Executive Officer of the Company shall have the duty to inform the Trustee (if a Trust is established) of the Company’s bankruptcy or insolvency, as defined in Section 7.3 below.

7.2 Actions Required. When informed of the Company’s insolvency or bankruptcy by the Board of Directors and/or the Chief Executive Officer, the Trustee shall suspend payments to any Participant or Trust Beneficiary and shall hold assets for the benefit of the Company’s general creditors. Furthermore, if the Trustee receives other written allegations from any other source (with proper written documentation supporting the same) of the Company’s insolvency, the Trustee shall suspend all such payments and hold the Trust assets for the benefit of the Company’s general creditors, and must determine within 30 days whether the Company is in fact insolvent. If the Trustee determines that the Company is not insolvent, the Trustee will resume payments, including any benefits previously suspended. In all cases where the Trustee has actual knowledge of, or has a determination of the Company’s insolvency, the Trustee shall deliver trust assets to satisfy claims of the Company’s general creditors as directed by a court of competent jurisdiction.

7.3 Insolvency. Insolvency shall mean the complete inability of the Company to meet its obligations to the Company’s creditors in due course.

This Amended Supplemental Executive Retirement Plan has been duly executed by the Company’s authorized representative this 27 ^th day of August, 2015 to be effective as of January 1, 2015.

Adopted by the Board of Directors of Northrim Bank on November 3, 1994.

I certify that an amendment to the Plan was approved and adopted by the Board of Directors of Northrim Bank on January 6, 2000.

I certify that an amendment to the Plan was approved and adopted by the Board of Directors of Northrim Bank on January 8, 2004.

I certify that an amendment to the Plan was approved and adopted by the Board of Directors of Northrim Bank on May 1, 2008.

I certify that an amendment to the Plan was approved and adopted by the Board of Directors of Northrim Bank on August 27, 2015.

EXHIBIT 10.2

NORTHRIM BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT

DEFERRED COMPENSATION PLAN

Originally Effective as of

February 1, 2002

Amended Effective as of

January 1, 2005, and January 1, 2015

TABLE OF CONTENTS

NORTHRIM BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT

DEFERRED COMPENSATION PLAN

Originally Effective as of

February 1, 2002

Amended Effective as of

January 1, 2005, and January 1, 2015

RECITALS :

A. This Northrim Bank Supplemental Executive Retirement Deferred Compensation Plan (the Plan) is adopted by Northrim Bank (the Employer) for a limited number of its executive employees.

B. It is the desire of the Employer to provide to certain executive employees (the Employees) a supplemental executive retirement fund so that upon certain conditions, there will be funds available to them on their respective retirement.

C. This Plan is adopted by the Employer for such Employees to provide termination of employment and related retirement benefits taxable pursuant to I.R.C. § 451.

D. It is anticipated that once this Plan is approved, contributions will be made to the Account(s) for the benefit of Participants.

E. The Plan is intended to be an unfunded defined contribution non‑qualified deferred compensation plan maintained by the Employer for the sole benefit of executive employees for the purpose of providing for retirement or deferred compensation benefits. All Participants are considered by the Employer to be in the upper level of “management.”

F. The Plan is intended to be a top‑hat plan, a/k/a “supplemental executive retirement plan”, i.e., an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees, under Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (ERISA). All provisions of this Plan shall be interpreted consistent with that intent.

G. It is the intent of the Employer and the Participants, that until distributed, a Participant’s Accounts shall at all times remain unfunded and unvested, and subject to the general creditors of the Employer.

Accordingly, the following Plan is adopted.

1. DEFINITIONS.

 

ACCOUNTS shall mean then current balances (as adjusted pursuant to the terms of this Plan) of the funds that are set aside by the Employer for the Participant pursuant to the Plan, and shall include contribution credits and deemed income, gains, and losses (to the extent realized as determined by the Employer, in its discretion) and credited thereto. The Employer will use key man variable life insurance policies on each Participant to determine the Participant’s Account. The death benefit and cash value of the policies remain the property of the Employer until distributed under the provisions of this Plan. Accounts shall be determined as of the date of reference.

(a)

BENEFICIARY means any person or person designated in accordance with the provisions of Section 6 of the Plan.

(b)

CODE or IRC shall mean the Internal Revenue Code of 1986 and the regulations there under, as amended from time to time.

(c)

EFFECTIVE DATE of this amended and restated plan is January 1, 2015. The Plan’s original Effective Date was February 1, 2002 and was previously amended and restated as of January 1, 2005.

(d)

EMPLOYER means Northrim Bank, an Alaska corporation, and its successors and assigns or any other corporation or business organization that assumes the Employer’s obligations hereunder.

(e)

NORMAL RETIREMENT AGE shall mean the age referenced in Section 3 below.

(f)

PARTICIPANT means any Employee so designated in accordance with the provisions of Section II who is or may become (or whose Beneficiaries may become) eligible to receive a benefit under the Plan.

(g)

PLAN means this Northrim Bank Supplemental Executive Retirement Deferred Compensation Plan, as amended from time to time.

UNFORSEEABLE EMERGENCY means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant (as defined in IRC § 152(a)), the loss of the Participant’s property due to casualty, or other similar extraordinary and unforseeable circumstances, arising as a result of events beyond a Participant’s control. Whether circumstances constitute such an unforseeable emergency depends on the facts of each case as determined by the Compensation Committee in its discretion. Payment may not be made if the unforseeable emergency may be relieved:

The definition provided in this Section 1, Unforseeable Emergency, also applies to former Participants who incur an unforeseeable emergency and who still have an Account balance. If a Participant obtains a payment, upon an unforeseeable emergency, the Participant’s deferral election under this Plan shall terminate.

2. ELIGIBILITY AND PARTICIPATION.

(a) REQUIREMENTS

The following conditions must be met before an Employee may participate in the Plan:

(i) An Employee must be at all times a member of a select group of executive management or highly compensated employees of the Employer.

(ii) Participation in the Plan is contingent on the Employer determining that it wants to extend benefits under the Plan to the Employee; such determination shall be at all times in the sole and absolute discretion of the Employer and the Employer will provide written notice to Employees who are determined to be eligible to participate in the Plan.

(iii) The Employee must elect to participate in the Plan as a Participant by returning a completed election form to the Employer.

(b) REEMPLOYMENT

If a Participant whose employment with the Employer is terminated is subsequently reemployed, he or she may become a Participant in the Plan only in accordance the provisions of Section 2(a), above.

3. CONTRIBUTIONS AND BENEFITS.

(a) CONTRIBUTIONS

Each year, the Employer shall contribute to each Participant’s Account the amounts set forth below:

(b) INTENT

The funds contributed to the Participant’s Accounts are for the purpose of providing the Participant a source of funds for future retirement. The funds are being set aside not as part of the Participant’s current or past compensation, but rather as an excess supplemental executive employee retirement benefit to be paid to the Participant at some time in the future as further provided within this Plan.

(c) DEFINED CONTRIBUTION

The contribution of the funds to the Participant’s Accounts are intended to be a defined contribution and not provide a defined benefit.

(d) SUBJECT TO CLAIMS

Until distributed, a Participant’s Accounts shall at all times remain subject to the general creditors of the Employer.

4. ALLOCATION OF FUNDS.

(a) PRE-2005 GRANDFATHERED ACCOUNT

Employer contributions shall be credited to a Participant’s Account(s) as follows: Pre-2005 contributions shall be credited to a Pre-2005 Grandfathered Account for the Participant, and Post-2004 contributions shall be credited to a Post-2004 Account for the Participant. The total of the Participant’s respective Accounts will be adjusted from time to time to reflect (i) distributions; (ii) the performance of the investments; (iii) credited or debited with the increase or decrease in the realized net asset value or credited interest, as applicable, from the designated investments, if any.

(b) SEPARATE PARTICIPANT ACCOUNTS

The Employer shall establish and maintain separate Accounts for each Participant.

(c) DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS

Subject to such limitations as may from time to time be required by the Plan, the Employer or applicable law, the Participant may direct the Employer in writing as to how the funds held in the Participant’s Accounts are to be invested from time to time. When such written directions are given, the Employer may invest the funds accordingly, but is not so required.

(d) POST-2004 ACCOUNTS

Post-2004 Accounts are intended to comply, and provisions concerning the administration of such Accounts shall be construed in a manner consistent with the provisions of Code Section 409A, including any rule or regulation promulgated thereunder. The provisions governing the administration of Post-2004 Accounts shall not be deemed applicable to Pre-2005 Grandfathered Accounts or to constitute a material modification with respect to these “grandfathered” accounts. In the event that any provision of this Plan would cause an amount hereunder to be subject to tax under the Code prior to the time such amount is paid to a Participant, such provision shall, without the necessity of further action by the Committee, be deemed null and void.

5. DISTRIBUTION OF BENEFITS.

(a) DISTRIBUTION OF ACCOUNTS

(i) PRE-2005 GRANDFATHERED ACCOUNTS

The Participant’s Pre-2005 Grandfathered Account shall not be distributed until the occurrence of such condition specifically provided below, and each of which shall be construed as a condition precedent to any distribution being required under the terms of this Plan.

(ii) POST-2004 ACCOUNT

A Participant’s Post-2004 Account shall be 100% vested and non-forfeitable at all times and shall become payable to the Participant on a specified date or the date he terminates Employment.

New Participants after December 31, 2008, must elect at the time they become a Participant to receive their Post-2004 Account at a future specified date in a lump sum or annual installments not to exceed ten (10) years. If the Participant elects a lump sum the Participant may receive the insurance policy held by the Employer for the Participant’s Accounts, net of a distribution of cash value sufficient to pay the taxes on the receipt of the policy.

A Participant may later elect at least twelve (12) months prior to the date on which the Participant’s distribution for his Post-2004 Account would otherwise commence to change the specified future distribution date on which payments were scheduled to begin, provided that the new specified future distribution date is a date that is at least five (5) years later than the Participant’s original commencement date for distribution of his Post-2004 Account.

If a Participant is a Key Employee as of the date on which he or she ceases to be employed by the Employer (or as of such other date as may be prescribed under Code Section 409A), then in no event shall such Participant’s first payment date (with respect to a payment made in connection the Participant’s Separation from Service) be less than six (6) months after the date of such Participant’s cessation of employment. A “Key Employee” means a “specified employee” as defined pursuant to Code Section 409A and corresponding regulations (that is, an employee described in Code Section 416(i), as may be modified by Code Section 409A). A “Separation from Service” means a termination of services as an employee, independent contractor or consultant that is a “separation from service,” as defined pursuant to Code Section 409A and corresponding regulations.

(b) RETIREMENT

The balance of a Participant’s Pre-2005 Grandfathered Account shall be distributed to the Participant upon the occurrence of both of the following: (i) the Participant’s written notice of retirement or termination of employment; and (ii) the Participant attaining the Normal Age of Retirement. The distribution of a Participant’s Post-2004 Accounts will be made in accordance with the election made by the Participant under Section 5(a)(ii) above, except as provided in Sections 5(c) through (f) below.

At the election of the Participant, in lieu of receiving the remaining balance of the Participant’s Accounts, the Participant may receive the insurance policy held by the Employer for the Participant’s Accounts, net of a distribution of cash value sufficient to pay the taxes on the receipt of the policy. Such distribution shall occur unless otherwise agreed to in writing by the Employer and the Participant.

(c) DISABILITY OF THE PARTICIPANT

If a Participant becomes disabled, the Employer will distribute the Participant’s Pre-2005 Grandfathered Account unless otherwise agreed to in writing by the Employer and the Participant. In addition, notwithstanding any other election regarding a distribution date by the Participant with respect to his or her Post-2004 Account, if a Participant experiences a Disability prior to the commencement of payments from the Participant’s Post-2004 Account, the Participant shall receive the Participant’s Post-2004 Account in the most recent form of payment properly elected by the Participant prior to his or her Disability in accordance with the terms of this Plan, with payments commencing as soon as reasonably practicable after the Participant’s Disability.

“Disability” means the Participant (1) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (2) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s Employer.

(d) DISTRIBUTIONS ON DEATH

Upon the death of the Participant, a death benefit shall be paid by the Employer to the Participant’s Beneficiary(ies). The death benefit shall be equal to the greater of the face amount of the insurance policy shown below or the cash value of the Participant’s Account.

(e) DISTRIBUTIONS FOR UNFORESEEABLE EMERGENCY.

(i) In the event of an Unforeseeable Emergency of the Participant, the Participant may apply in writing to the Compensation Committee of the Employer’s board of directors (the “Compensation Committee”) for the distribution of all or any part of the Participant’s Accounts. The Participant shall set forth the hardship that constitutes the Unforeseeable Emergency.

(ii) The Compensation Committee shall consider the circumstances of the request and the best interests of the Participant and his family and shall have the right, in its sole discretion, if applicable, to allow such distribution, or, if applicable, to direct a distribution of part of the amount requested, or to refuse to allow any distribution.

(iii) Upon a finding of Unforeseeable Emergency, the Employer shall make the appropriate distribution to the Participant from the Participant’s Accounts. In no event shall the aggregate amount of the distribution exceed either the full value of the Participant’s Accounts or the amount determined by the Employer to be necessary to alleviate the Participant’s Unforeseeable Emergency (which Unforeseeable Emergency may be considered to include any taxes due because of the distribution occurring because of this Section), and that it is not reasonable available from other resources of the Participant.

(iv) A distribution on account of an Unforeseeable Emergency shall be made only with the written consent of the Compensation Committee.

(f) CHANGE IN CONTROL

If there is a change in control of the Employer, then the entire remaining balance of that Participant’s Accounts shall be distributed to the Participant; provided, however, that distribution of the Participant’s Pre-2005 Grandfathered Account in connection with a change in control of the Employer will not be made if so agreed to in writing by the Employer and the Participant. For purposes of this Section, a “Change in Control” shall occur when: any one person, or more than one person acting as a group, acquires ownership of stock of the Employer, that together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation. However, if that person or group already owns more than 50% of the total fair market value or total voting power of the stock of the Employer, the acquisition of additional stock by the same person or group is not considered a Change in Control. Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Employer.

“Change in Control” also means the date that any unrelated person or group acquires more than the 50% of the assets of the Employer that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Employer immediately prior to such acquisition. Gross fair market value means the value of the assets of the Employer, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Whether a person or group is unrelated to the Employer is determined in accordance with Code Section 409A and applicable IRS guidance.

The Employer shall determine whether a Change in Control has occurred.

(g) METHOD OF PAYMENT

Unless otherwise agreed to in writing by the Employer and the Participant, all distributions from the Participant’s Accounts shall be made in cash or by a transfer of funds from the Employer to or for the benefit of the Participant, as so directed by the Participant. Any payment due hereunder that is not paid out of the Participant’s Accounts shall be by the Employer from its general assets.

(h) TERMINATION

After all funds held in the Participant Accounts have been distributed pursuant to the above, the interest of the Participant in the Plan shall terminate.

(i) TAXES ON DISTRIBUTIONS

The Participant shall be solely responsible for the payment of all applicable federal and state income related taxes on amounts distributed to him. At the election of the Participant, such income taxes, as well as applicable employment taxes, may be withheld by the Employer at the time of distribution.

6. BENEFICIARIES; EMPLOYEE DATA

The Participant may designate any person or persons (who may be named contingently or successively) to receive such benefits as may be payable under the Plan upon or after the Participant’s death, and such designation may be changed from time to time by the Participant filing a new designation. Each designation will revoke all prior designations by the Participant, and shall be in a form prescribed by the Employer, and will be effective only when filed in writing with the Employer during the Participant’s lifetime. The written designation may take a form similar to attached Exhibit “A.”

(a) In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Participant, the Employer shall pay any such benefit payment to the Participant’s spouse, if then living, but, if none, then to the Participant’s estate.

(b) In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively on information supplied by the Participant’s personal representative or administrator. If a question arises as to the existence or identity of anyone entitled to receive a benefit payment, or if a dispute arises with respect to any such payment, then, notwithstanding the foregoing, the Employer, in its sole discretion, may distribute such payment to the Participant’s estate or may take such other action as the Employer deems to be appropriate.

7. ADMINISTRATION.

(a) ADMINISTRATIVE AUTHORITY

Except as otherwise specifically provided herein, the Compensation Committee shall have the sole responsibility for and the sole control of the operation and administration of this Plan and shall have the power and authority to take all action and to make all decisions and interpretations that may be necessary or appropriate in order to administer and operate the Plan, including, without limiting the generality of the foregoing, the power, duty, and responsibility to:

(i) Resolve and determine all disputes or questions arising under the Plan, including the power to determine the rights of the Participant and Beneficiaries, and their respective benefits, and to remedy any ambiguities, inconsistencies, or omissions in the Plan.

(ii) Adopt such rules of procedure and regulations as in its opinion may be necessary for the proper and efficient administration of the Plan and as are consistent with the Plan.

(iii) The Employer may authorize one or more persons to execute any certificate or document on behalf of the Employer, in which event any person notified by the Employer of such authorization shall be entitled to accept and conclusively rely upon any such certificate or document executed by such person as representing action by the Employer until such third person shall have been notified of the revocation of such authority.

(b) PAYMENT OF FEES, EXPENSES AND TAXES.

(i) All income taxes generated from a distribution to the Participant (or Beneficiaries), and any employment taxes subject to applicable withholding requirements, shall be paid either out of the Participant’s Accounts or directly by the Participant. All income taxes generated as a result of accumulated but not distributed income, if any, shall be paid by the Employer out of its own funds.

(ii) All other expenses incurred in the administration and operation of the Plan shall be paid by the Employer out of its own funds.

(c) CLAIMS PROCEDURE

Any person claiming a benefit under the Plan (a Claimant) shall present the claim, in writing, to the Employer, and the Employer shall respond in writing. If the claim is denied, the written notice of denial shall state, in a manner calculated to be understood by the claimant:

(i) The specific reason or reasons for the denial, with specific references to the Plan provisions on which the denial is based; and,

(ii) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or information is necessary.

8. AMENDMENT.

(a) RIGHT TO AMEND

The Employer, by written instrument executed by the Employer, shall have the right to amend the Plan at any time and with respect to any provisions hereof, and all parties hereto or claiming any interest hereunder shall be bound by such amendment; provided however, that no such amendment shall deprive a Participant or a Beneficiary of a right provided under the terms of this Plan or the Participant’s Accounts.

(b) AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN

Notwithstanding the above, the Plan may be amended by the Employer at any time, retroactively if required, if found necessary, in the opinion of the Employer, in order to ensure that the Plan is characterized as a top‑hat plan of deferred compensation maintained for a single member of management or highly compensated employee as described under ERISA Sections 201(2), 301 (a)(3), and 401 (a)(1) and to conform the Plan to the provisions and requirements of any applicable law (including ERISA and the Code). No such amendment shall be considered prejudicial to any interest of a Participant or a Beneficiary hereunder.

Notwithstanding the foregoing, any termination of the Plan by the Committee shall be subject to the provisions of Code Section 409A and applicable regulations regarding restrictions on the Board’s right to terminate the Plan and to distribute Post-2004 Accounts.

9. MISCELLANEOUS.

(a) LIMITATIONS ON LIABILITY OF EMPLOYER

Neither the establishment of the Plan or any modification thereof, nor the creation of any Accounts under the Plan, nor the payment of any benefits under the Plan shall be construed as giving to any Participant or any other person any legal or equitable right against the Employer or any officer thereof, except as provided by law or by any specific Plan provision. The Employer does not in any way guarantee any Participant’s Accounts from loss, depreciation or decline in value, whether caused by poor investment performance of a deemed investment or the inability to realize upon an investment due to an insolvency affecting an investment vehicle or any other reason. In no event shall the Employer, any employee, officer, or director of the Employer, be liable to any person on Accounts of any claim arising by reason of the Plan or of any instrument or instruments implementing its provisions, or for the failure of the Participant, Beneficiary, or other person to be entitled to any particular tax consequences with respect to the Plan, or any credit or distribution hereunder.

(b) CONSTRUCTION

If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein. For all purposes of the Plan, where the context admits, the singular shall include the plural, and the plural shall include the singular. Headings of Articles and Sections herein are inserted only for convenience of reference and are not to be considered in the construction of the Plan. The laws of the State of Alaska shall govern control and determine all questions of law arising with respect to the Plan and the interpretation and validity of its respective provisions, except where those laws are preempted by the laws of the United States. Participation under the Plan will not give any Participant the right to be retained in the service of the Employer nor any right or claim to any benefit under the Plan unless such right or claim has specifically accrued hereunder.

(i) The Plan is intended to be and at all times shall be interpreted and administered so as to qualify as an unfunded non‑qualified deferred compensation plan, and no provision of the Plan shall be interpreted so as to give a Participant (or a Beneficiary) any right in any assets held pursuant to this Plan which right is greater than the rights of a general unsecured creditor of the Employer.

(c) SPENDTHRIFT PROVISION

No amount payable to the Participant or a Beneficiary under the Plan will, except as otherwise specifically provided by law, shall be subject in any manner to anticipation, alienation, attachment, garnishment, sale, transfer, assignment (either at law or in equity), levy, execution, pledge, encumbrance, charge or any other legal or equitable process, and any attempt to do so will be void; nor will any benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled thereto. Further, the withholding of taxes from Plan benefit payments; the recovery under the Plan of overpayments of benefits previously made to a Participant or Beneficiary, if applicable, the transfer of benefit rights from the Plan to another plan, or the direct deposit of benefit payments to an Accounts in a banking institution (if not actually part of an arrangement constituting an assignment or alienation) shall not be construed as an assignment or alienation.

(i) In the event that any Participant’s or Beneficiary’s benefits hereunder are garnished or attached by order of any court, the Employer may bring an action or a declaratory judgment in a court of competent jurisdiction to determine the proper recipient of the benefits to be paid under the Plan. During the pendency of said action, any benefits that become payable shall be held as credits to the Participant’s or Beneficiary’s Accounts or, if the Employer prefers, paid into the court as they become payable, to be distributed by the court to the recipient as the court deems proper at the close of said action.

This Amended Supplemental Executive Retirement Deferred Compensation Plan has been duly executed by the Employer’s authorized representative this 27 ^th day of August, 2015, to be effective as of January 1, 2015.