Exhibit 10.18
ONEBEACON
DEFERRED COMPENSATION PLAN
ARTICLE I
Purpose
SECTION 1.01.
Purpose
. The
purpose of this Plan is to provide 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 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.
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 OneBeacon Benefits Committee;
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 OneBeacon Insurance Company 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 or (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.
SECTION 2.09.
“ Fiscal
Year ” means the calendar year.
SECTION 2.10.
“
Fund ” means any investment fund selected by the
Administrator to be offered under the Plan.
SECTION 2.11.
“ 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 2.12.
“ 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 2.13.
“
Participant ” means a Key Employee who has deferred
Compensation pursuant to this Plan and who has an Account to which
amounts stand credited.
SECTION 2.14.
“
Payment Period ” means the month and year designated
pursuant to Section 3.04 for payment of some portion or all of
a Participant’s Account.
SECTION 2.15.
“
Plan ” means this “OneBeacon Deferred
Compensation Plan” as set forth herein and as amended from
time to time.
SECTION 2.16.
“ Plan
Year ” means the calendar year.
SECTION 2.17.
“
Share(s) ” means a common share(s) of White Mountains
Insurance Group, Ltd., par value $1.00.
SECTION 2.18.
“
Termination of Service ” means, as applicable,
cessation for any reason of a Key Employee’s (i) service as
an employee of the Company and its
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subsidiaries or (ii) status
as a consultant to the Company and its subsidiaries as determined
by the Committee in its sole discretion.
SECTION 2.19.
“
Valuation Date ” means the date that the Administrator
makes a valuation of an Account. Unless otherwise provided by
the Administrator, each deemed investment alternative within each
Account shall be valued as of each day on which a value for such
deemed investment alternative reasonably is available to the
Administrator.
ARTICLE III
Eligibility
and Deferrals
SECTION 3.01.
Eligibility
. 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 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 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 Key Employee who is first hired by the
Company or a participating subsidiary during a Plan Year may elect
within 30 days after becoming a Key Employee to defer any
unpaid portion of his Compensation in respect of such Plan Year and
(ii) Key Employees may elect to defer any unpaid Compensation
for the Plan Year in which this Plan is first adopted by the
Board.
SECTION 3.04.
Payment
Period. (a)
Designation . Each deferral direction given pursuant
to Section 3.03 shall include designation of the Payment
Period for the value of the amount deferred, subject to the
limitation set forth in Section 3.04(c).
(b)
Adjustment.
The
Committee may permit a Participant to irrevocably elect, no later
than one year before the first day of the Payment Period initially
designated pursuant to Section 3.04(a), to adjust such Payment
Period, subject to the limitation set forth in
Section 3.04(c).
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(c)
Limitation.
A
Participant may select a Payment Period (or adjusted Payment
Period) that begins 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 Period is selected, to receive the
amount which will become payable as of such Payment Period 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 Period and an election
of installment payments shall be irrevocable; provided ,
however , that payment may be made at a different time 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 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.
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(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 other amount as may be designated by the
Committee. Any amount credited to a Participant’s
Account in excess of the applicable limit hereunder shall be
promptly distributed to the Participant in (as determined by the
Committee) cash or Shares
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