Exhibit
10.6
RAM REINSURANCE COMPANY LTD.
AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT PLAN
ARTICLE I
INTRODUCTION
This Plan has been
established to provide deferred Compensation and retirement
benefits to key Employees of the Company.
ARTICLE II
DEFINITIONS
As used in the Plan the
following terms shall be defined by the meanings set forth
below.
“ ACCOUNT
” means an individual bookkeeping account established for
each Participant to record the contributions made thereto under the
Plan and the investment gains and losses thereof.
“ BENEFICIARY
” means the person(s) designated by the Participant in
writing on the form provided to the Committee to receive any
survivor benefit payable under the Plan. In the absence of an
effective designation, or if no named beneficiary shall survive the
Participant, the beneficiary shall be the Participant’s
Spouse, if surviving, or if there is no surviving Spouse, the
Participant’s issue, per stirpes, or if there are no
surviving issue, the Participant’s estate.
“ BOARD ”
means the Board of Directors of the Company.
“ COMMITTEE
” means the Compensation Committee of the Board.
“ COMPANY
” means RAM Reinsurance Company Ltd..
“ COMPENSATION
” means the sum of the Company paid (i) base salary earned
(exclusive of any amounts identified as cost of living allowances)
by the Participant during the calendar year, (ii) any guaranteed
cash bonuses accrued by Participants during the calendar year and,
(iii) any non-guaranteed cash bonuses paid to Participants during
the calendar year.
“ DISABILITY
” means (i) total disability as defined in the long-term
disability benefit plan of the Company, as in effect from time to
time or (ii) if there is no such plan at the applicable time,
physical and or mental incapacity as determined solely by the
Committee. Notwithstanding the foregoing, no circumstances or
condition shall constitute a Disability to the extent that, if it
were, a 20% tax would be imposed under Section 409A of the Code;
provided that, in such a case, the event or condition shall
continue to constitute a Disability to the maximum extent possible
(e.g., if applicable, in respect of vesting without an acceleration
of distribution) without causing the imposition of such 20%
tax.
“ EFFECTIVE DATE
” means July 1, 2000, or the date of commencement of
employment with the Company by the Participant if that commencement
date is subsequent to July 1, 2000.
“ EMPLOYEE
” means an employee of the Company.
“ EMPLOYER
” means the Company and any corporation or other entity (or
any division or unit thereof) (collectively or individually, as the
context may indicate) which is designated, by appropriate action of
the Board, as a participating Employer under the Plan and which
adopts the Plan by appropriate
action of its board of
directors or other governing body, as applicable. As to any
Participant, at any time of reference, “Employer” means
his employer.
“ PARTICIPANT
” means an Employee designated by the Committee as a
Participant in the Plan. An individual will be deemed to be a
Participant for as long as he has an Account.
“ PLAN ”
means this RAM Reinsurance Company Ltd. Supplemental Retirement
Plan.
“ PLAN YEAR
” means the fiscal year of the Company.
“ RETIREMENT
” means retirement from employment as an Employee at or after
the age of 65 or, with the consent of the Committee prior to age 65
but at or after age 55.
“ SPOUSE ”
means the person to whom the Participant was legally married on the
date of the Participant’s death.
“ UNFORESEEABLE
EMERGENCY ” means a severe financial hardship to the
Participant resulting from an illness or accident of the
Participant, the Participant’s Spouse, Beneficiary or a
dependant (as defined in Section 152(a) of the Code) of the
Participant, loss of the Participant’s property due to a
casualty, or a similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of
the Participant.
ARTICLE III
PARTICIPATION
3.1 Eligibility . Every
U.S. citizen Employee who works more than 35 hours per week and
earns Compensation greater than the limitation in effect for such
Plan Year pursuant to Section 401(a)(17) of the Internal Revenue
Code of 1986, as amended, may participate in the Plan for such Plan
year.
ARTICLE IV
FUNDING
4.1 Status of
Participants. The rights of a Participant or
Beneficiary to benefits under this Plan shall be solely those of an
unsecured creditor of the Participant’s Employer.
4.2 Employee
Contributions . Subject to the approval of
the Committee and the requirements of applicable law (including,
without limitation, the requirements of Section 409A of the Code),
a Participant may elect to defer some or all of his Compensation,
provided that such election is made no later than the close
of the Participant’s taxable year proceeding the year in
which the Compensation is earned. Deferrals shall be made by means
of payroll deduction and the amounts so deducted shall be credited
to the Participant’s Account(s)
