EXHIBIT
10.11
EMPLOYERS MUTUAL CASUALTY
COMPANY
SUPPLEMENTAL RETIREMENT
PLAN
Restated Effective January 1, 2005
(Originally effective October 1,
2004)
TABLE OF
CONTENTS
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ARTICLE
I.
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ESTABLISHMENT
OF PLAN
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50
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ARTICLE
II.
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DEFINITIONS
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50
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ARTICLE
III.
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ELIGIBILITY
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52
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ARTICLE
IV.
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PLAN
BENEFITS
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52
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ARTICLE
V.
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MANNER AND
TIMING OF PAYMENT OF BENEFITS
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52
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ARTICLE
VI.
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HARDSHIP
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54
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ARTICLE
VII.
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VESTING
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54
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ARTICLE
VIII.
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ADMINISTRATION BY COMMITTEE
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54
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ARTICLE
IX.
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CONTRACTUAL
LIABILITY; TRUST
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56
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ARTICLE
X.
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ALLOCATION OF
RESPONSIBILITIES
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56
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ARTICLE
XI.
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BENEFITS NOT
ASSIGNABLE; FACILITY OF PAYMENTS
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57
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ARTICLE
XII.
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BENEFICIARY
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57
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ARTICLE
XIII.
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AMENDMENT AND
TERMINATION OF PLAN
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58
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ARTICLE
XIV.
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COMMUNICATION
TO PARTICIPANTS
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58
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ARTICLE
XV.
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CLAIMS
PROCEDURE
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58
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ARTICLE
XVI.
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MISCELLANEOUS
PROVISIONS
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59
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EMPLOYERS
MUTUAL CASUALTY COMPANY
SUPPLEMENTAL
RETIREMENT PLAN
ARTICLE I.
ESTABLISHMENT OF PLAN
Effective
October 1, 2004, Employers Mutual Casualty Company
(“Company”) established the Employers Mutual Casualty
Company Supplemental Retirement Plan (“Plan”). Based on
final regulations issued pursuant to Section 409A of the Internal
Revenue Code of 1986, as amended (“Code”), the Plan is
being restated effective as of January 1, 2005.
The
Plan is an unfunded, nonqualified retirement plan maintained
primarily for the purpose of providing additional deferred
compensation for a select group of management and highly
compensated employees, as described in sections 201(2), 301(a)(3)
and 401(a)(1) of the Employee Retirement Income Security Act of
1974 (“ERISA”). The Plan is not intended to be a
tax-qualified retirement plan under the Code. The Plan will enable
select employees to receive retirement benefits without regard to
the limit on compensation imposed on the Qualified Retirement Plan
by section 401(a)(17) of the Code and to recognize certain other
compensation in the determination of retirement benefits
hereunder.
ARTICLE
II. DEFINITIONS
2.1 “Accrued
Benefit” shall mean, with respect to each Participant, the
retirement benefit provided under Article IV.
2.2 “Active
Participant” shall mean, with respect to any day or date, a
Participant who is in Service on such day or date; provided, that a
Participant who is in Service shall cease to be an Active
Participant immediately upon a determination by the Committee that
the Participant has ceased to be an Employee.
2.3 “Committee”
shall mean the Employers Mutual Casualty Company Employee Benefits
Committee, or such other committee as the Board of Directors of the
Company appoints as provided for in Section 8.
2.4 “Company”
shall mean Employers Mutual Casualty Company and any participating
Company which adopts this Plan.
2.5 “Compensation”
shall mean compensation for the applicable Plan Year as defined in
the Employers Mutual Casualty Retirement Plan (“Qualified
Retirement Plan”), a defined benefit plan qualified under
Section 401(a) of the Code. “Total Compensation” shall
mean Compensation as defined above for the applicable Plan Year,
adjusted as follows:
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(a)
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increased by
compensation that would have otherwise been included in the
definition of Compensation under the Qualified Retirement Plan but
for the limitation of Section 401(a)(17) of the
Code;
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(b)
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increased by
compensation deferred under the EMCC Option It! Deferred Bonus
Compensation Plan or any similar preceding deferred bonus
plan;
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(c)
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increased by
compensation deferred under the EMCC Board and Executive
Nonqualified Excess Plan (“BENEP”), or the EMC Excess
Deferral Plan, also known as the 2001 Deferred Compensation Plan of
EMC; and
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(d)
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decreased by
Employer Matching Credits (as defined in the BENEP) credited to the
Participant's Deferred Compensation Account (as defined in the
BENEP).
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2.6 “Disability”
shall have the meaning as set forth in the definition of
‘Disabled’ as contained in Section 409A of the Code,
and guidance and regulations issued thereunder. The determination
of the existence or nonexistence of Disability shall be made by the
Committee in a nondiscriminatory manner.
2.7 The
original “Effective Date” shall be October 1, 2004. The
restated “Effective Date” is January 1,
2005.
2.8 “Employee”
shall mean an individual in the Service of the Company if the
relationship between the individual and the Company is the legal
relationship of employee and employer and if the individual is a
highly compensated or management employee of the Employer. An
individual shall cease to be an Employee upon the first to occur of
the following: (i) the Employee's separation from Service; or (ii)
a determination by the Committee that the Employee no longer meets
the eligibility requirements for participation in the
Plan.
2.9 “Participant”
shall mean, with respect to any Plan Year, an Employee who meets
the eligibility requirements of Article III and who has an Accrued
Benefit under the Plan. A Participant who separates from Service
with the Company and who later returns to Service will not be
eligible under the Plan except upon satisfaction of such terms and
conditions as the Committee shall establish upon the Participant's
return to Service, whether or not the Participant shall have an
Accrued Benefit remaining under the Plan on the date of his return
to Service.
2.10 “Participating
Company” shall mean any trade or business (whether or not
incorporated) which adopts this Plan with the consent of the
Company.
2.11 “Plan”
shall mean the Employers Mutual Casualty Company Supplemental
Retirement Plan, as herein set out or as duly
amended.
2.12 “Plan
Administrator” shall mean the Committee (or Company if no
Committee exists) unless the Board of Directors of the Company
appoints a person or different committee to serve as Plan
Administrator.
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2.13
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“Plan
Year” shall mean the twelve month period ending on December
31.
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2.14 “Qualified
Retirement Plan” shall mean the Employers Mutual Casualty
Company Retirement Plan, as amended from time to time, a pension
plan adopted by the Company which is qualified under Section 401(a)
of the Code, or any successor defined benefit plan that replaces
such plan.
2.15 “Qualifying
Distribution Event” shall mean the Participant's Retirement
or the termination of Participant's Service with the Company for
any reason, including as a result death or
Disability.
2.16 “Retire”
or “Retirement” shall mean Retirement within the
meaning of the Qualified Retirement Plan and commencement of
payment of benefits under such plan.
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2.17
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“Service” shall mean employment by
the Company as an Employee.
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2.18 “Spouse”
or “Surviving Spouse” shall mean, except as otherwise
provided in the Plan, the legally married spouse or surviving
spouse of a Participant.
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2.19
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“Trust” shall mean the trust fund
established pursuant to Section 9.2.
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2.20 “Trustee”
shall mean the trustee, if any, named in the agreement establishing
the Trust and such successor or additional trustee as may be named
pursuant to the terms of the agreement establishing the
Trust.
ARTICLE
III. ELIGIBILITY
3.1 An
Employee shall become a Participant in the Plan if he or she in any
Plan Year has Total Compensation that exceeds Compensation and
Compensation for such Plan Year is used in calculating a
Participant's accrued benefit under the Qualified Retirement
Plan.
3.2 The
following Employees who have individually entered into an Excess
Retirement Benefit Agreement with the Company shall automatically
become Participants as of the original Effective Date: Bruce G.
Kelley, Roger L. Ford, Raymond L. Geary, Jr., William A. Murray,
Ronald W. Jean, Raymond W. Davis and David O. Narigon. Such
individual agreements shall terminate as of the original Effective
Date and all liabilities of the Company with respect to such
individual agreements shall be governed by this Plan; provided,
however, that the Accrued Benefit of each such Participant under
this Plan as of the Effective Date shall at least be equal to the
Benefit the Participant would have received under his or her
individual agreement if he or she had terminated employment as of
the Effective Date.
ARTICLE
IV. PLAN BENEFITS
4.1 Upon
a Participant's separation from Service for any reason, whether by
Retirement, Disability, death or other termination of employment,
or as defined in applicable guidance under Section 409A of the
Code, the Participant (or his or her Beneficiary) shall be entitled
to an Accrued Benefit under this Plan equal to the difference
between (A) the benefit the Participant (or his or her Beneficiary)
would have been entitled to receive under the Qualified Retirement
Plan, using the definition of Total Compensation for all applicable
Plan Years in calculating such benefit, and (B) the actual benefit
the Participant (or his or her Beneficiary) is entitled to receive
under the Qualified Retirement Plan, using the definition of
Compensation for all applicable Plan Years.
4.2 Applicable
Plan Years shall include all Plan Years beginning with the
Participant's first Plan Year of eligibility in the Qualified
Retirement Plan(even if prior to 2004). The Accrued Benefit as of
the relevant date shall be expressed in the same manner as the
normal form of benefit under the Qualified Retirement Plan if the
Participant's benefit is based upon the defined benefit formula
prior to the introduction of cash balance feature in the Qualified
Retirement Plan (i.e., life annuity) or expressed as a lump sum
amount if the Participant's benefit under the Qualified Retirement
is expressed as a cash balance account lump sum amount (prior to
conversion to an annuity form).
ARTICLE V.
MANNER AND TIMING OF PAYMENT OF BENEFITS
5.1 The
benefit payable to a Participant shall be payable to him/her (or
his or her beneficiary) as a lump sum benefit if the present value
of the Accrued Benefit under Section 4.1 (as of the date of
separation from Service) is less than $50,000, using the actuarial
assumptions set forth in the definition of Actuarial Equivalent in
the Qualified Retirement Plan.
5.2 The
benefit payable to a Participant shall be payable to him/her (or
his or her beneficiary) in equal annual installments if the present
value of the Accrued Benefit under Section 4.1 (as of the date of
separation from Service) is equal to or greater than $50,000, using
the actuarial assumptions set forth in the definition of Actuarial
Equivalent in the Qualified Retirement Plan. The period of time
during which equal annual payments will be made shall be based on
the following schedule:
|
Present
Value of Accrued Benefit
|
Years of
Annual Payments
|
|
|
|
|
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At
least
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But less
than
|
|
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$
50,000
|
$100,000
|
2
|
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$100,000
|
$150,000
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3
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$150,000
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$200,000
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4
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$200,000
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$250,000
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5
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$250,000
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$300,000
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6
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$300,000
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$350,000
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7
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$350,000
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$400,000
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8
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$400,000
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$450,000
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9
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$450,000 and
above
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10
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5.3 Any
lump sum payment shall be made on or shortly after January 2 in the
year following the year of termination of employment (with interest
from date of termination to date of payment at the interest rate in
the definition of Actuarial Equivalent in the Qualified Retirement
Plan). If periodic payments is the method of payment, the first
annual payment shall be made on or shortly after January 2 in the
year following termination of employment and each subsequent annual
payment shall be made on or shortly after January 2 in each
subsequent year. The actuarial equivalency of the periodic payments
compared to the present value of the Accrued Benefit shall be
calculated as of the date of the first scheduled annual
payment.
5.4 The
amounts set forth in Sections 5.1 and 5.2 shall be increased
(decreased) as of the first day of each Plan Year by the percentage
increase (decrease) in the Consumer Price Index – All Urban
Consumers (Current Series) during the prior Plan Year (January 1,
2005 being the base benchmark such that the first adjustment will
be made as of January 1, 2006 for terminations in the 2006 Plan
Year).
5.5 Notwithstanding
the timing of payments as set forth above, any payment due a
Participant may not be distributed to a Specified Employee, based
on separation from Service, earlier than 6 months following
separation from Service (or if earlier, upon the Specified
Employee’s death). If a payment is to be delayed as a result
of this provision, the delayed payment shall be made as soon as
administratively feasible on or following the first day of the
month immediately following the date that is 6 months following
date of separation from Service. The delayed payment shall include
interest from the date the payment was originally scheduled to have
been made to the date of actual payment, the annual interest rate
being the interest rate in the actuarial assumptions used to
calculate the Actuarial Equivalent present value of the total lump
sum benefit under Section 5.1 above. “Specified
Employee” means a Participant described in Section 416(i) of
the Code, disregarding paragraph (5) thereof. However, a
Participant is not a Specified Employee unless any stock of the
Company (or of a member of the same group of controlled entities as
Employer) is publicly traded on an established securities market or
otherwise.
ARTICLE
VI. HARDSHIP
An
accelerated distribution may be made on account of financial
hardship to a Participant who is in pay status, subject to the
following provisions:
6.1 A
Participant may, at any time prior to commencement of the first
annual payment (but after separation from Service) or prior to the
completion of distribution of all periodic payments make
application to the Committee to receive a distribution in a lump
sum of all or a portion of the remaining annual installments
because of an Unforeseeable Emergency that results in severe
financial hardship to the Participant. A distribution because of an
Unforeseeable Emergency shall not exceed the amount required to
meet the immediate financial need created by the Unforeseeable
Emergency (taking into account the taxes to be paid on the
distribution) and which is not otherwise reasonably available from
other resources of the Participant. An Unforeseeable Emergency
shall mean a financial need arising on account of a sudden or
unexpected illness or accident o