Exhibit 10.15
FUND AMERICAN
DEFERRED COMPENSATION
PLAN
ARTICLE I
Purpose
SECTION 1.01.
Purpose
. The
purpose of this Plan is to provide Directors and Key Employees with
the ability to defer the receipt of Compensation. The Plan is
also intended to establish a method of attracting and retaining
persons whose abilities, experience and judgment can contribute to
the long-term strategic objectives of the Company.
SECTION 1.02.
Unfunded
Plan . The Company intends
that the Plan be an unfunded non-qualified deferred compensation
plan maintained primarily for the purpose of providing deferred
benefits for Directors and a select group of management or highly
compensated service providers of the Company and its
subsidiaries.
ARTICLE II
Definitions
The following terms when used in
this Plan have the designated meanings unless a different meaning
is clearly required by the context.
SECTION 2.01.
“
Account ” means the records maintained on the books of
the Company to reflect deferrals of Compensation by a Participant
pursuant to Section 3.03.
SECTION 2.02.
“
Administrator ” means the person or committee
designated by the Committee as responsible for the day-to-day
administration of the Plan; provided that the
Committee shall be considered the Administrator with respect to
Participants who are Directors.
SECTION 2.03.
“
Beneficiary ” means the person or persons designated
pursuant to Article 5 to receive a benefit pursuant to
Section 4.04(a) in the event of a Participant’s death
before his benefit under this Plan has been paid.
SECTION 2.04.
“ Board ” means the Board of Directors of the
Company.
SECTION 2.05.
“ Change
in Control ” means a “Change in Control” as
defined in the White Mountains Long-Term Incentive
Plan.
SECTION 2.06.
“
Committee ” means the Fund American Human Resources
Committee of the Board; provided that any
determination involving a Participant who is a member of the
Committee shall be made by the Board.
SECTION 2.07.
“
Company ” means Fund American Companies, Inc. and any
successor thereto.
SECTION 2.08.
“
Compensation ” means, for any Plan Year, (i) the base
salary to be paid to an eligible employee for such Plan Year, the
annual bonus, if any, to be paid to an eligible employee in such
Plan Year, the long-term incentive compensation, if any, to be paid
to an eligible employee in such Plan Year or any other compensation
to be paid to an eligible employee during that Plan Year that is
designated as “Compensation” hereunder by the
Administrator, (ii) any fee or other compensation to be paid to an
eligible consultant by the Company or its subsidiaries for such
Plan Year that it is designated as “Compensation”
hereunder by the Administrator, or (iii) any retainer or other fee
to be paid to a Director in such Plan Year for his service on the
Board or for any committee thereof.
SECTION 2.09.
“
Director ” means any member of the Board who is not an
employee of the Company or any of its subsidiaries.
SECTION 2.10.
“ Fiscal
Year ” means the calendar year.
SECTION 2.11.
“
Fund ” means any investment fund selected by the
Administrator to be offered under the Plan.
SECTION 2.12.
“ Key
Employee ” means any executive employee, other
overtime-exempt employee or consultant of the Company or its
participating subsidiaries who the Administrator, in its sole
discretion, decides is important to the ongoing business objectives
of the Company.
SECTION 2.13.
“ Market
Price ” on any day means (i) if Shares are listed on the
New York Stock Exchange, the average of the high and low sales
price, or, in case no such sale takes place on such day, the
average of the last quoted closing bid and asked prices, regular
way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if Shares
are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal
national securities exchange on which Shares are listed or admitted
to trading or, if Shares are not listed or admitted to trading on
any national securities exchange, the last quoted sale price or, if
not so quoted, the average of the high bid and the low asked prices
in the over-the-counter market, as reported by NASDAQ or such other
system then in use, or, if on any such date Shares are not quoted
by any such organization, the average of the closing bid and asked
prices as furnished by one or more professional market makers
making a market in Shares and (ii) if Shares are not publicly held
or so listed or publicly traded, the fully diluted book value per
Share as determined by the Administrator in accordance with United
States generally accepted accounting principles.
SECTION 2.14.
“
Participant ” means a Director or Key Employee who has
deferred Compensation pursuant to this Plan and who has an Account
to which amounts stand credited.
SECTION 2.15.
“
Payment Date ” means a date designated pursuant to
Section 3.04 for payment of some portion or all of a
Participant’s Account.
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SECTION 2.16.
“
Plan ” means this “Fund American Deferred
Compensation Plan” as set forth herein and as amended from
time to time.
SECTION 2.17.
“ Plan
Year ” means the calendar year.
SECTION 2.18.
“
Share(s) ” means a common share(s) of the White
Mountains Insurance Group, Ltd., par value $1.00.
SECTION 2.19.
“
Termination of Service ” means, as applicable,
cessation for any reason of a (i) Director’s service as a
member of the Board or (ii) Key Employee’s (A) service as an
employee of the Company and its subsidiaries or (B) status as a
consultant to the Company and its subsidiaries as determined by the
Committee in its sole discretion.
SECTION 2.20.
“
Valuation Date ” means the last business day of each
calendar quarter and any other day that the Administrator makes a
valuation of an Account.
ARTICLE III
Eligibility
and Deferrals
SECTION 3.01.
Eligibility
. Each
Director and each Key Employee designated by the Administrator as
eligible to participate in the Plan shall be eligible to be a
Participant hereunder. The Administrator has the sole and
complete discretion to determine which Key Employees are eligible
to participate on a Plan Year by Plan Year basis. No Key
Employee shall have a right to be designated as a Participant and
the designation of a Key Employee as a Participant in one Plan Year
shall not obligate the Administrator to continue such Key Employee
as a Participant in subsequent Plan Years.
SECTION 3.02.
Accounts.
The
Administrator shall establish an Account for each Director or Key
Employee who elects to defer Compensation pursuant to
Section 3.03. Amounts deferred pursuant to Section 3.03,
and the value thereof determined pursuant to Section 3.05,
shall be credited to such Account.
SECTION 3.03.
Deferral of
Compensation. A Director or Key
Employee may elect to reduce the Compensation otherwise payable to
him during a Plan Year and to have such amount credited to his
Account. A deferral direction pursuant to this
Section 3.03 shall be made in writing at such time and in such
manner as the Administrator shall prescribe but must in any event
be made before the first day of the Plan Year in which such
Compensation would otherwise be paid. A deferral election
shall apply only with respect to the Plan Year for which it is made
and shall not continue in effect for any subsequent Plan
Year. A deferral election, once executed and filed with the
Administrator, cannot be revoked after the date specified by the
Administrator. Notwithstanding the foregoing, (i) any
Director who is first elected to the Board during a Plan Year or
any Key Employee who is first hired by the Company or a
participating subsidiary during a Plan Year may elect within 30
days after becoming Director or a Key Employee, as applicable, to
defer any unpaid portion of his Compensation in respect of such
Plan Year and (ii) Directors and Key Employees may elect to defer
any unpaid Compensation for the Plan Year in which this Plan is
first adopted by the Board.
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SECTION 3.04.
Payment
Date. (a)
Designation of Date . Each deferral direction given
pursuant to Section 3.03 shall include designation of the
Payment Date for the value of the amount deferred. Such
Payment Date shall be the first day of any calendar quarter,
subject to the limitation set forth in
Section 3.04(c).
(b)
Adjustment of Date. The Committee may permit a
Participant to irrevocably elect, no later than one year before the
Payment Date initially designated pursuant to Section 3.04(a),
to adjust such Payment Date to the first day of any calendar
quarter, subject to the limitation set forth in
Section 3.04(c).
(c)
Limitation. A Participant may select a Payment Date
(or adjusted Payment Date) that is no sooner than the first
anniversary of the date of such election.
(d)
Methods of Payments. A Participant may elect, at the
time a Payment Date is selected, to receive the amount which will
become payable as of such Payment Date in no more than 10 annual
installments. Except as may be elected pursuant to this
Section 3.04(d), all amounts becoming payable under this Plan
shall be paid in a single payment.
(e)
Irrevocability. Except as provided in
Section 3.04(b) or as set forth in Article IV, a
designation of a Payment Date and an election of installment
payments shall be irrevocable; provided , however ,
that payment may be made on a different date as provided in
Section 4.04.
SECTION 3.05.
Value of
Participants’ Accounts. Compensation
deferrals shall be allocated to each Participant’s Account on
the first business day following the date such Compensation is
withheld from the Participant’s Compensation and shall be
deemed invested pursuant to this Section 3.05, as soon as
practicable thereafter.
(a)
Crediting of Income, Gains and Losses. As of each
Valuation Date, income, gain and loss equivalents (determined as if
the Account is invested in the manner set forth below) attributable
to the period following the next preceding Valuation Date shall be
credited to and/or deducted from the Account.
(b)
Investment of Account Balance. The Participant may
select, from various Funds made available hereunder, the Funds in
which all or part of his Account shall be deemed to be
invested.
(i)
The Participant shall make an investment designation on a form
provided by the Administrator, which shall remain effective until
another valid designation has been made by the Participant as
herein provided. The Participant may amend his investment
designation by giving written direction to the Administrator in
accordance with procedures established by the Administrator.
A timely change to a Participant’s investment designation
shall become effective on the date determined under the applicable
procedures established by the Administrator.
(ii)
Any changes to the Funds to be made available to the Participant,
and any limitation on the maximum or minimum percentages of the
Participant’s Account that
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may be invested
in any particular medium, shall be communicated from time to time
to the Participant by the Administrator.
(c)
Default Provision. Except as provided below, the
Participant’s Account shall be deemed to be invested in
accordance with his investment designations, provided such
designations conform to the provisions of this Section.
Notwithstanding the above, the Committee, in its sole discretion,
may disregard the Participant’s election and determine that
all Compensation deferrals shall be deemed to be invested in a Fund
determined by the Committee. In the event that any Fund under
which any portion of the Participant’s Account is deemed to
be invested ceases to exist, such portion of the Account thereafter
shall be deemed held in the Fund selected by the Participant or, in
the absence of any instructions from the Participant, by the
Committee, subject to subsequent deemed investment
elections.
(d)
Statements. The Company shall provide an annual
statement to the Participant showing such information as is
appropriate, including the aggregate amount credited to the
Account, as of a reasonably current date.
SECTION 3.06.
Limit on
Account Balance. Notwithstanding
anything to the contrary contained herein, the maximum aggregate
amount that may be credited to a Participant’s Account
(including, without limitation, Compensation deferrals and
investment gains thereon) as of any Valuation Date shall be
$50,000,000 or such
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