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EXHIBIT 10.5 ASSURANT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (As Amended and Restated Effective as of January 1, 2008)

Addendum or Modifications

EXHIBIT 10.5 ASSURANT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (As Amended and Restated Effective as of January 1, 2008) | Document Parties: ASSURANT INC | Assurant, Inc | Fortis Insurance NV | Fortis, Inc You are currently viewing:
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ASSURANT INC | Assurant, Inc | Fortis Insurance NV | Fortis, Inc

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Title: EXHIBIT 10.5 ASSURANT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (As Amended and Restated Effective as of January 1, 2008)
Governing Law: New York     Date: 3/3/2008
Industry: Insurance (Accident and Health)     Sector: Financial

EXHIBIT 10.5 ASSURANT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (As Amended and Restated Effective as of January 1, 2008), Parties: assurant inc , assurant  inc , fortis insurance nv , fortis  inc
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EXHIBIT 10.5

ASSURANT

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated Effective as of January 1, 2008)

ARTICLE ONE – INTRODUCTION

Effective January 1, 1990, the Board of Directors of Fortis, Inc. (“Fortis”) established the Fortis, Inc. Supplemental Executive Retirement Plan as a nonqualified, unfunded supplemental retirement plan for certain executives of Fortis and its subsidiaries. The Plan has been amended from time to time. The Plan was most recently amended and restated effective as of January 1, 2000 (the “Prior Plan”). Effective as of February 4, 2004, the Company was renamed Assurant, Inc. (“Assurant” or the “Company”) and the Prior Plan was renamed as the Assurant Supplemental Executive Retirement Plan. Effective as of January 1, 2008, the Prior Plan is amended and restated as set forth in this document to comply with Section 409A and for certain other purposes. Amounts earned and vested as of December 31, 2004 under the Prior Plan shall remain subject to the terms and conditions of the Prior Plan. Amounts earned or vested under this Plan or the Prior Plan after December 31, 2004 shall be subject to the terms and conditions of this Plan.

ARTICLE TWO – DEFINITIONS

Actuarial Equivalent . Except for determining the amount of benefits payable hereunder in a single lump sum, Actuarial Equivalent shall mean an actuarial conversion using the 1983 Group Annuity Mortality table, and a seven percent (7%) interest per annum assumption. To determine the amount of benefits payable hereunder in a single lump sum on or after January 1, 2008, this Plan shall use the mortality table prescribed under Code Section 417(e) as of the distribution date and the annual rate of interest prescribed under Code Section 417(e) for the September preceding the first day of the Plan Year in which such distribution occurs.

Adverse Change of Circumstance . If a Change in Control occurs with respect to Assurant under subparagraphs (ii), (iii), or (iv) of Section 9.01, then a Participant shall be deemed to have had an Adverse Change of Circumstance if (i) he was employed by Assurant or any Division immediately prior to a Change in Control; and (ii) after such Change in Control of Assurant as described in Section 9.01, (x) the Participant’s employment with Assurant and all of its subsidiaries is terminated by Assurant without Cause; or (y) the Participant terminates employment voluntarily with Assurant and all of its subsidiaries for Good Reason.

If a Division has a Change in Control as defined in subparagraph (i) of Section 9.01, then a Participant employed by such Division immediately prior to the Change in Control has an Adverse Change in Circumstances if either (i) the Person who acquired the Division does not make an offer of employment to such Participant that includes a position,

 


compensation and employment location that are consistent with the requirements of clauses (i), (ii) and (iii) set out at the beginning of definition of Good Reason in this Plan; or (ii) such Participant is offered employment by such Person on terms described in clause (i) of this paragraph, but within two (2) years following such Change in Control (x) the Participant's employment with such Person and all of its affiliates is terminated by such Person without Cause; or (y) the Participant terminates employment voluntarily with such Person and all of its affiliates for Good Reason.

Any termination for Cause, or by the Participant for Good Reason, must be communicated by Notice of Termination to the other party, and must be given in accordance with Section 10.09 of this Agreement. For purposes of this Plan, a “ Notice of Termination ” means a written notice that:

 

  (i) indicates the specific termination provision in this Plan relied upon; and

 

  (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant's employment under the provision so indicated; and

 

  (iii) if the date of termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice).

If the Participant or the Company fails to set forth in a Notice of Termination any additional fact or circumstance that contributes to a showing of Good Reason or Cause, but otherwise delivers a Notice of Termination in accordance with this Plan, such party will not be precluded from asserting the additional fact or circumstance in enforcing such party’s rights hereunder.

Annual Target Earnings shall mean a Participant’s most recent base salary plus target short-term incentive bonus approved by the Compensation Committee.

Assurant shall mean Assurant, Inc. and its corporate successors.

Assurant Executive Pension Plan shall mean the defined benefit portion of the Assurant Executive Pension and 401(k) Plan, a nonqualified, unfunded, deferred compensation plan, as it may be amended from time to time, or its successor.

Assurant Pension Plan shall mean the Assurant Pension Plan, as it may be amended from time to time, or its successor plan.

Beneficiary shall mean any person who is entitled to receive benefits from this Plan upon the death of a Participant as designated by the Participant on his Beneficiary designation form on file with the Committee. The Committee may require certification in any form it deems appropriate of the Participant’s marital status prior to accepting or honoring any Beneficiary designation. If a Participant fails to name a Beneficiary, or if all of the

 

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primary and alternate Beneficiaries named by the Participant predecease the Participant, then the Beneficiary shall be the Participant’s Spouse, and if the Participant does not have a Spouse, then the Beneficiary shall be the Participant’s estate.

Benefit Service shall have that meaning as set forth in Section 4.02.

Board shall mean the Board of Directors of Assurant.

Business Combination means any reorganization, merger, share exchange or consolidation of a Person, or the sale or other disposition, directly or indirectly, of 50% or more of the net assets of a Person.

Cause shall mean termination of a Participant’s employment due to

(i) the willful and continued failure of the Participant to perform substantially the Participant’s duties with the Employer (other than any such failure resulting from incapacity due to physical or mental illness), which failure continues for a period of at least thirty (30) days after a written demand for substantial performance is delivered to the Participant by the Board or the Chief Executive Officer of Assurant that specifically identifies the manner in which the Board or Chief Executive Officer believes that the Participant has not substantially performed the Participant's duties, or

(ii) the willful engaging by the Participant in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Employer.

For purposes of this definition of “Cause,” no act or failure to act on the part of the Participant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant's action or omission was in the best interests of the Employer.

Code shall mean the Internal Revenue Code of 1986, as amended from time to time.

Committee shall mean the Benefit Plans Committee as it may be constituted from time to time.

Compensation Committee shall mean the Compensation Committee of the Board.

Comprehensive Benefit shall mean any amount payable to or on behalf of a Participant or his Spouse or Beneficiary under this Plan.

Disability shall mean that the Participant becomes entitled to recover benefits under any group long-term disability plan or policy maintained by Assurant or its subsidiaries.

Division means the business unit of the Company within which the Participant works from time to time.

 

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Effective Date shall mean January 1, 1990. The effective date of this amendment and restatement is January 1, 2008.

Employer shall mean Assurant or any subsidiary of Assurant that employs any Participant in this Plan.

Executive shall mean an executive officer of an Employer.

Executive Committee shall mean the committee consisting of the Company’s Chief Executive Officer, Chief Financial Officer and Executive Vice President of Human Resources.

Fortis (B)  means Fortis (B), a Belgian corporation, or any successor thereof.

Fortis (NL) means Fortis (NL), N.V., a Netherlands corporation, or any successor thereof.

Good Reason means any of the following circumstances:

 

  (i) Diminution of Position . A material diminution in the Participant’s position, authority, duties or responsibilities, not including a change in job title or reporting responsibilities.

 

  (ii) Reduction of Compensation. Any material reduction in the aggregate value of the Participant’s annual base salary, short-term cash bonus target amount, long-term incentive plan target amount, and Company-provided benefits, all as in effect immediately prior to the Change in Control, or any failure by the Company to pay any such amounts to the Participant as earned by the Participant. An inadvertent failure by the Company to make any payment of compensation to the Participant that does not occur in bad faith and that is remedied by the Company promptly after the Company receives notice thereof from the Participant, is excluded from the definition of “Good Reason.”

 

  (iii) Employment Location. The Company’s requiring the Participant to be based at any location that is more than fifty (50) miles from the location at that the Participant is based immediately prior to the Change in Control.

Notwithstanding the foregoing, “Good Reason” shall not exist until after (1) the Participant has given the Company written notice of the applicable event not later than 30 days after the occurrence of such event, specifying in reasonable detail the circumstances of the event and stating the Participant’s intent to terminate his or her employment if not remedied, and (2) the Company has not remedied such event within 30 days after receipt of such notice; provided, however, that if the specified event reasonably cannot be remedied within such 30-day period, the Company commences reasonable steps within such 30-day period to remedy such event and diligently continues such steps thereafter until a remedy is effected, and the remedy is effected within 60 days after the Company’s receipt of the Participant’s notice, then such event shall not constitute “Good Reason.”

 

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Also notwithstanding the foregoing, “Good Reason” shall not exist if the Participant is offered employment with the Company or an affiliate thereof in a position other than with the Division, or if the Participant is offered employment with the Person that acquires the Division or any of such Person’s affiliates, and in either case such offer of employment includes a position, compensation and employment location that are consistent with the requirements of clauses (i), (ii) and (iii) set out at the beginning of this definition of Good Reason.

Participant shall mean an Executive of Assurant or any of its subsidiaries who is designated as a Participant under Article Three.

Person means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended).

Plan shall mean the Assurant Supplemental Executive Retirement Plan as set forth in its entirety in this document and any amendments thereto.

Plan Year shall mean the calendar year.

Section 409A means Code Section 409A and the Treasury regulations or any other authoritative guidance issued thereunder.

Separation from Service Date shall mean the date on which the Participant has a separation from service within the meaning of Section 409A other than termination of employment for Cause.

Social Security Benefit shall mean the annual primary insurance amount that will become payable to the Participant at (A) the earliest date the Participant could begin to receive old age benefits (whether or not reduced) under the Social Security Act, if the Participant receives benefits under this Plan prior to such date; or (B) the date the Participant actually received benefits under this Plan, if the Participant received benefits under this Plan after the earliest date he could begin to receive Social Security old age benefits (whether or not reduced), based on the Social Security Act in effect at the Separation from Service Date, assuming

(i) no future adjustments in benefits or the contribution and benefit base; and

(ii) the Participant’s compensation at the Separation from Service Date remains in effect thereafter.

Spouse shall mean the person who was married to the Participant (in a civil or religious ceremony recognized under the laws of the state where the marriage was contracted) on the date of the Participant’s death.

 

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Vesting Service shall mean a Participant’s Benefit Service; provided, however, that in no event shall a Participant be credited with Vesting Service for employment before he begins to participate in this Plan.

Defined terms in general . A defined term, such as “Disability,” will normally govern the definitions of derivatives therefrom, such as “Disabled,” even though such derivatives are not specifically defined and even if they are or are not initially capitalized. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, unless the context clearly indicates to the contrary. Singular and plural nouns and pronouns shall be interchangeable as the factual context may allow or require. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to the entire Plan and not to any particular provisions or Section. References to “Participants,” “former Participants,” “Beneficiaries” and “Spouses” shall include also those who may make claims through or on behalf of such persons.

ARTICLE THREE – PARTICIPATION

To participate in this Plan, an Executive of Assurant or any of its subsidiaries must be nominated for participation herein by the Executive Committee. However, at the next meeting of the Compensation Committee following the nomination of an Executive’s participation in this Plan, such nomination shall be approved by the Compensation Committee before the date on which the Executive is eligible to begin participation in the Plan.

ARTICLE FOUR – COMPREHENSIVE BENEFIT

4.01 Comprehensive Benefit . Subject to the conditions stated in this Plan, when a Participant terminates employment with Assurant and all of its subsidiaries other than for Cause, the Participant shall be entitled to receive a benefit, referred to as the “Comprehensive Benefit,” expressed as a single life annuity. The Comprehensive Benefit shall be equal to (i) his Target Benefit minus the sum of; (ii) his Qualified Plan Benefit; (iii) his Nonqualified Plan Benefit; (iv) his Social Security Benefit; and (v) Other Benefit, if any, where:

(i) Target Benefit is fifty percent (50%) of the Participant’s Annual Target Earnings as of his Separation from Service Date, multiplied by a fraction (not to exceed one), the numerator of which is the number of months of Benefit Service as of his Separation from Service Date, and the denominator of which is two hundred forty (240). In other words, after twenty (20) years of Benefit Service, a Participant will earn a full fifty percent (50%) benefit under this Plan. If the Comprehensive Benefit is paid prior to age 60, then the Target Benefit will be reduced on an Actuarially Equivalent basis to reflect early commencement from age 60 to the date the Comprehensive Benefit was paid; provided, however, that effective for Participants who first became eligible to participate in the Plan on or after January 1, 2007, if the Comprehensive

 

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Benefit is paid prior to age 62, then the Target Benefit will be reduced on an Actuarially Equivalent basis to reflect early commencement from age 62 to the date the Comprehensive Benefit is actually paid.

(ii) Qualified Plan Benefit is the amount of annual retirement income that is payable to or for the benefit of the Participant under the Assurant Pension Plan as of his Separation from Service Date.

(iii) Nonqualifed Plan Benefit is the lump sum payable to or for the benefit of the Participant under the Assurant Executive Pension Plan as of his Separation from Service Date.

(iv) Social Security Benefit is defined in Article Two of this Plan.

(v) Other Benefit is the amount of any other benefit that is payable to or for the benefit of the Participant as of his Separation from Service Date as specified in the Compensation Committee resolutions approving his participation in the Plan.

A Participant’s Comprehensive Benefit shall not change after the Participant’s Separation from Service Date except as provided in Section 4.04(b) (Social Security Offset).

4.02 Calculation of Benefit Service . A Participant’s Benefit Service begins on the date he begins active, full-time employment with Assurant or any of its subsidiaries, and ends on his Separation from Service Date. For the first and last calendars months of the Participant’s employment, active employment by the Participant with Assurant or any of its subsidiaries for any part of a calendar month is deemed to be a full month of Benefit Service. If a Participant was formerly employed by a company that is acquired by Assurant or any of its subsidiaries, then Benefit Service prior to the date of such acquisition shall be determined by the Compensation Committee in its sole discretion, and shall be recorded in the Compensation Committee resolutions approving the Participant’s participation in the Plan.

4.03 Commencement and Form of Comprehensive Benefit . The Participant’s Comprehensive Benefit shall be paid in a single lump sum as soon as administratively feasible, but no later than 90 days, after the Participant’s Separation from Service Date. With respect to a specified employee (within the meaning of Section 409A), payment may not occur before


 
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