Washington
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001-3365
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26-0610707
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State or other jurisdiction of
Incorporation
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Commission
File Number
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(I.R.S. Employer
Identification No.)
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201 Wells Avenue South, Renton, Washington
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98057
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4 (c))
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FIRST FINANCIAL NORTHWEST, INC.
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DATE: September 12, 2016
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By: /s/Richard P. Jacobson
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Richard P. Jacobson
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Chief Financial Officer
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1. Benefits. | |
A. Normal Retirement: Effective September 9, 2016, the Participant shall be entitled to the normal retirement benefit provided for in this Section 1, Paragraph A if: (i) he is employed by the Bank upon attaining age 65, or (ii) prior to his attaining age 65, he experiences an “Involuntary Termination” following a “Change in Control” (the “Vesting Requirement”). For purposes of the preceding sentence, “Involuntary Termination” and “Change in Control” shall have the same meaning as in the Participant’s employment agreement dated December 2, 2013. If the Vesting Requirement is satisfied, then upon the first day of a month during the 90-day period beginning with the date of the Participant’s “separation from service” (as that phrase is defined in Section 409A of the Internal Revenue Code and the regulations and guidance of general applicability issued thereunder (“Section 409A”)), taking into account the rules and presumptions provided for in the Section 409A regulations, from the Bank and all other related entities (as determined under Section 409A), the Bank shall pay to the Participant an annual pension of Twenty Eight Thousand ($28,000) Dollars for 15 years, payable in monthly installments (180 months in total). If the 90-day period referred to in the preceding sentence spans two calendar years, then payments must commence during the second calendar year. Upon commencement of benefit payments, regardless of age, said benefit shall remain level except pursuant to Section 5, Paragraphs B and E. herein. Said payments shall be reduced by any state or federal taxes required to be withheld by the Bank. Notwithstanding the foregoing, if at the time of the Participant’s separation from service he is a “specified employee” (within the meaning of Section 409A), then payments under this Paragraph shall not commence until the 185th day following the date of Participant’s separation from service (the “Six Month Rule”). All payments which are delayed on account of the foregoing sentence shall be paid (without interest) with the
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first payment that is not subject thereto. In the event that said Participant shall die following the commencement of benefits hereunder, but prior to receiving 180 monthly payments, the Bank will pay to the Participant’s beneficiary, designated on the attached Exhibit “A”, Beneficiary Designation Form, the balance of said payments until a total of 180 payments have been made by the Bank. The beneficiary designated by the Participant on the attached Beneficiary Designation Form shall be the Participant’s legal spouse, if married, unless such spouse shall consent in writing, to the designation of another beneficiary. If, at the time of the Participant’s death, there is no surviving spouse, or if the designation of beneficiary shall be ineffective for any reason, the beneficiary shall conclusively be deemed to be the Participant’s lineal descendants, per stirpes or, if none, those persons who would be entitled to share in the Participant’s estate if the Participant died intestate. Any beneficiary designation in favor of the Participant’s spouse shall be void upon the Participant’s divorce or legal separation from that spouse. Subject to the foregoing, the Participant may, at any time, change the beneficiary hereunder by filing a new Beneficiary Designation Form with the Secretary of the Bank. No payments shall be made under this Paragraph 1.A unless the Participant first executes a release substantially in the form attached as Exhibit A hereto within 60 days following the date of the Participant’s separation from service as defined herein. | |
B. Pre-Retirement Death: In the event the Participant dies while employed by the Bank, but prior to the commencement of benefits under Section 1, Paragraph A (except on account of the Six Month Rule as defined therein), the Participant’s beneficiary as designated on the Beneficiary Designation Form (pursuant to the rules on beneficiary designations set forth in Paragraph 1.A.), shall receive a lump sum death benefit of $200,000. Such amount shall be payable no later than 60 days following the date of the Participant’s death. Upon payment of this amount, no further sums shall be due the Participant or his beneficiary. | |
2. Forfeiture of Benefits. Notwithstanding any other provision of this plan to the contrary, supplemental retirement benefits shall be forfeited or suspended if the Participant is discharged for cause by reason of fraud, dishonesty, embezzlement or any other breach of trust.
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3. Ownership of Insurance. All rights and incidents of ownership in any life insurance policy that the Bank may purchase insuring the life of the Participant shall belong exclusively to the Bank, and neither the Participant or any beneficiary or other person claiming under or through him or her shall have any rights, title or interest in or to any such insurance policy. Neither the Participant nor any beneficiary under this Agreement shall have any power to transfer, assign, hypothecate or otherwise encumber, in advance any of the benefits payable hereunder, nor shall any benefits be subject to
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seizure for the benefit of any debts or judgments, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. | |
4. Administration. The Bank shall have full power and authority to interpret, construe and administer this Plan, to adopt appropriate procedures and to make all decisions necessary or proper to carry out the terms of the Plan. The Bank's interpretation and construction hereof, and actions hereunder, including any determination of benefit amount or designation of the person to receive supplemental payments, shall be binding and conclusive on all persons for all purposes. Neither the Bank, nor its officers, employees, or directors, nor any member thereof shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan. | |
5. Other Provisions. | |
A. Retirement Plan: Nothing in this Agreement shall diminish or impair the Participant's eligibility, participation or benefit entitlement under the qualified retirement plan for the employees of the Bank, or any other benefit, insurance or compensation plan or agreement of the Bank now or hereinafter in effect. | |
B. Reductions of Benefits: Notwithstanding any other provision of this Agreement, if payments received or to be received under this Agreement, together with any other amounts and the value of benefits received or to be received by the Participant under another agreement, would cause any amount to be nondeductible for federal income tax purposes pursuant to or by reason of Code Section 280G, then payments under this Agreement shall be reduced (not less than zero) to the extent necessary so as to maximize amounts and the value of benefits to be received by the Participant without causing any amount to become nondeductible pursuant to or by reason of Code Section 280G. To the extent permitted by Code Section 280G and Section 409A, the Participant may determine the allocation of such reduction among payments he is entitled to receive under this Agreement and payments or the value of benefits he is entitled to receive under other agreements. | |
C. No Effect on Employment: This Plan shall not be deemed to give the Participant any right to be retained in the employment of the Bank, or to interfere with the right of the Bank to terminate the Participant at any time and to treat him without regard to the effect which such treatment might have upon him as a Participant in this Pla. | |
D. Legally Binding: The rights, privileges, benefits and obligations under this Plan are intended to be legal obligations of the Bank and binding upon the Bank, its successors and assigns. |
E. Modification: The Bank by action of the Board of Directors, reserves the exclusive right to amend, modify or terminate this Plan. Any such termination, modification or amendment shall not terminate or diminish any present or future rights or benefits. The Bank shall give thirty (30) days’ notice, in writing, to the Participant prior to the effective date of any such amendment, modification or termination of this Plan. The Plan may be amended or terminated only if the amendment or termination occurs in accordance with the requirements of Section 409A. |
PARTICIPANT | FIRST FINANCIAL NORTHWEST BANK | |
/s/ Joseph W. Kiley III | By: Joann E. Lee, Secretary | |
Joseph W. Kiley III | Joann E. Lee, Secretary |
1.1
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Release.
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wrongful termination or constructive discharge, including claims based on violation of public policy; breach of agreements, representations, policies or practices related to Employee’s relationship with any Released Party; or based on any legal obligation owed by any Released Party;
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violation of federal, state, or local laws, ordinances, or executive orders prohibiting discrimination, harassment or retaliation, or requiring accommodation, on the basis of race, ancestry, creed, color, religion, national origin, pregnancy, childbirth or related medical conditions, families with children, sex, genetic information, marital status, sexual orientation, gender expression or gender identity, political ideology, age, honorably discharged veteran or military status, sensory, physical, or mental impairment or other legally protected characteristic or activity;
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wages (including overtime pay) or compensation of any kind (including attorney’s fees or costs) to the fullest extent permitted by law;
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tortious interference with contract or expectancy; fraud or negligent misrepresentation; breach of privacy, defamation or libel; intentional or negligent infliction of emotional distress; unfair labor practices; breach of fiduciary duty; or any other tort;
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violation of the Washington Law Against Discrimination; the Washington Prohibited Employment Practices Law; the Washington Minimum Wage Act; Washington’s Little Norris-LaGuardia Act; the Washington Family Leave Act; the Washington Family Care Act; the Washington Military Family Leave Act; the Washington law permitting leave for victims of domestic violence, sexual assault or stalking; the Washington Fair Credit
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Reporting Act; the retaliation provisions of the Washington Workers’ Compensation Act; the Washington Industrial Safety and Health Act (WISHA), including any and all amendments to the above, to the fullest extent permitted by law;
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violation of the Consolidated Omnibus Budget and Reconciliation Act of 1985 (COBRA); the Fair Labor Standards Act (FLSA); the Labor Management Relations Act (LMRA); the Employee Polygraph Protection Act; the Racketeer Influenced and Corrupt Organizations Act (RICO); the Electronic Communications Privacy Act; the Uniform Services Employment and Re-Employment Rights Act (USERRA); the Sarbanes-Oxley Act; the Civil Rights Act of 1964; Title VII; Sections 1981 through 1988 of Title 42 of the United States Code; the Civil Rights Act of 1991; the Equal Pay Act of 1963; the Lilly Ledbetter Fair Pay Act; the Genetic Information Nondiscrimination Act of 2008 (GINA); the Americans with Disabilities Act of 1990 (ADA); the federal Family and Medical Leave Act of 1993 (FMLA); the Worker Adjustment and Retraining Notification Act (WARN); the Occupational Safety and Health Act (OSHA); the Sarbanes-Oxley Act of 2002; the Employee Retirement Income Security Act of 1974 (ERISA); the National Labor Relations Act (NLRA); the Immigration Reform and Control Act (IRCA); including any and all amendments to the above, to the fullest extent permitted by law;
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the Age Discrimination in Employment Act of 1967 (ADEA); the Older Workers Benefit Protection Act (OWBPA); and
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violations of all similar federal, state and local laws, to the fullest extent permitted by law.
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___________________________________________________________________________ | ___________________________________________________________________________ | |
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___________________________________________________________________________ | ___________________________________________________________________________ | |
By Its: _____________________________________________________________________ | Date | |
Its: _____________________________________________________________________ |