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EXHIBIT 10.11
U.S. BANCORP PIPER JAFFRAY INC.
SECOND CENTURY GROWTH
DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 30, 1998)
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U.S. BANCORP PIPER JAFFRAY INC.
SECOND CENTURY GROWTH
DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 30, 1998)
TABLE OF CONTENTS
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SECTION 1
INTRODUCTION.........................................................
1
1.1.
ESTABLISHMENT..........................................................
1
1.2.
PURPOSE................................................................
1
1.3.
DEFINITIONS............................................................
1
1.3.1.
Account..........................................................
1
1.3.2.
Beneficiary......................................................
1
1.3.3.
Code.............................................................
1
1.3.4.
Company..........................................................
1
1.3.5.
Director of
Equity Capital Markets............................... 1
1.3.6.
ECM Investment
Committee......................................... 1
1.3.7.
ECM Operating
Committee.......................................... 1
1.3.8.
Employer.........................................................
1
1.3.9.
ERISA............................................................
2
1.3.10.
Liquidity
Event..................................................
2
1.3.11. Management
Committee............................................. 2
1.3.12.
Measuring
Investment.............................................
2
1.3.13.
Old
Account......................................................
2
1.3.14.
Participant......................................................
2
1.3.15
Plan.............................................................
2
1.3.16.
Plan
Statement...................................................
2
1.3.17.
Plan
Year........................................................
2
1.4. RULES OF
INTERPRETATION................................................
2
SECTION 2
PARTICIPATION........................................................
3
2.1. ELIGIBILITY AND
SELECTION..............................................
3
2.2.
NOTIFICATION...........................................................
3
2.3.
ENROLLMENT.............................................................
3
SECTION 3
ACCOUNTS.............................................................
3
3.1.
ACCOUNTS...............................................................
3
3.2. CREDITS TO
ACCOUNTS....................................................
3
3.2.1.
Bonus
Credit.....................................................
4
3.2.2.
Interest
Credit..................................................
4
3.2.3.
Investment
Credit................................................ 4
3.3. MEASURING
INVESTMENTS..................................................
4
3.4. CHARGES TO
ACCOUNTS....................................................
4
3.4.1.
Investment
Charge................................................ 4
3.4.2.
Benefit Payment
Charge........................................... 4
3.4.3.
Debt Set-Off
Charge.............................................. 4
SECTION 4
BENEFITS.............................................................
5
4.1. BENEFITS PAYABLE TO A
PARTICIPANT...................................... 5
4.2. THREE-YEAR WAITING
PERIOD.............................................. 5
4.3. FORFEITURE OF BENEFITS UPON
COMPETITION................................ 5
4.3.1.
Exception for Old
Accounts........................................ 6
4.3.2.
Exception for Certain
Terminations................................ 6
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4.3.3.
Exception for Change
of Control................................... 6
4.4. FORFEITURE OF BENEFITS UPON GROSS
MISCONDUCT........................... 8
4.5. NO REALLOCATION OF FORFEITED
AMOUNTS................................... 8
4.6. BENEFITS PAYABLE TO A
BENEFICIARY...................................... 8
4.6.1.
Death Before Full
Payment......................................... 8
4.6.2.
Beneficiary
Designation........................................... 9
4.6.3.
Failure of
Designation............................................
9
4.6.4.
Definitions.......................................................
9
4.6.5.
Special
Rules.....................................................
9
SECTION 5
ADMINISTRATION.......................................................
10
5.1.
ADMINISTRATION.........................................................
10
5.2. ECM INVESTMENT
COMMITTEE...............................................
10
5.2.1.
Appointment.......................................................
10
5.2.2.
Organization......................................................
10
5.2.3.
Authority.........................................................
10
5.2.4.
Exercise of
Authority............................................. 10
5.2.5.
Limitation on
Individual's Authority.............................. 10
5.3. ECM OPERATING
COMMITTEE................................................
11
5.3.1.
Appointment.......................................................
11
5.3.2.
Organization......................................................
11
5.3.3.
Authority.........................................................
11
5.3.4.
Exercise of
Authority............................................. 11
5.3.5.
Limitation on
Individual's Authority.............................. 11
5.4. BINDING
EFFECT.........................................................
11
SECTION 6 AMENDMENT AND
TERMINATION............................................
11
6.1.
AMENDMENT..............................................................
11
6.2.
TERMINATION............................................................
11
6.3. DELEGATION BY AFFILIATED
EMPLOYERS..................................... 12
SECTION 7 GENERAL
PROVISIONS...................................................
12
7.1. CONTRACTUAL RIGHT TO
BENEFITS.......................................... 12
7.2. BENEFITS NOT
TRANSFERABLE..............................................
12
7.3. WITHHOLDING
TAXES......................................................
12
7.4. EFFECT ON EMPLOYMENT RIGHTS AND
OTHER BENEFIT PROGRAMS................. 12
7.5. BINDING EFFECT OF
AGREEMENT............................................ 12
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U.S. BANCORP PIPER JAFFRAY INC.
SECOND CENTURY GROWTH
DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 30, 1998)
SECTION 1
INTRODUCTION
1.1. ESTABLISHMENT. The Company originally
adopted this Plan on September 26,
1996, and the Employers hereby amend and
restate the Plan in this document
effective September 30, 1998.
1.2. PURPOSE. The purpose of the Plan is to
help motivate and retain the
employees who are key contributors to the
success of the Equity Capital Markets
business of the Employers by providing such
employees with deferred bonus
payments measured by the performance of
certain investments related to the focus
of that business.
1.3. DEFINITIONS. When the following terms
are used herein with initial capital
letters, they shall have the following
meanings:
1.3.1. ACCOUNT -- the separate recordkeeping account (unfunded
and
unsecured) maintained for each Participant
in connection with his/her
participation in the Plan for a specific
Plan Year.
1.3.2. BENEFICIARY -- a person designated by a Participant (or
automatically by operation of this Plan
Statement) to receive a benefit equal to
part or all of the balance of the
Participant's Accounts in the event of the
Participant's death prior to full payment
thereof.
1.3.3. CODE -- the Internal Revenue Code of 1986, as the same may
be
amended from time to time.
1.3.4. COMPANY -- U.S. Bancorp Piper Jaffray Inc. (formerly known
as
Piper Jaffray Inc.), a Delaware
corporation.
1.3.5. DIRECTOR OF EQUITY CAPITAL MARKETS -- the director of the
Equity
Capital Markets business of the Company, as
such director may be designated from
time to time.
1.3.6. ECM INVESTMENT COMMITTEE -- the committee established
under
Section 5.2 of the Plan Statement to make
various investment decisions under the
Plan, as such committee may be constituted
from time to time.
1.3.7. ECM OPERATING COMMITTEE -- the committee established
under
Section 5.3 of the Plan Statement to make
various administrative decisions under
the Plan, as such committee may be
constituted from time to time.
1.3.8. EMPLOYER -- the Company or Piper Jaffray Ventures Inc.,
whichever employs the Participant at the
end of the Plan Year for which he/she
is granted a deferred bonus award under the
rules of Section 2 of the Plan
Statement.
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1.3.9. ERISA -- the Employee Retirement Income Security Act of
1974, as
the same may be amended from time to
time.
1.3.10.
LIQUIDITY EVENT -- any occurrence with respect to a Measuring
Investment that would provide its investors
with liquidity, such as a cash
distribution, an initial public offering, a
merger or other transaction in which
investors receive cash or securities.
1.3.11. MANAGEMENT COMMITTEE -- the "Management Committee" of
the
Company, as such committee may be
constituted from time to time.
1.3.12. MEASURING INVESTMENT -- an investment related to the focus
of
the Equity Capital Markets business of the
Employers that is designated by the
ECM Investment Committee as a device for
measuring the value of all
Participants' Accounts maintained for a
specific Plan Year.
1.3.13. OLD ACCOUNT -- an Account established under the Plan
with
respect to a fiscal year of the Company
ending before October 1, 1997.
1.3.14. PARTICIPANT -- an employee of an Employer who becomes a
Participant in the Plan for a specific Plan
Year under the rules of Section 2 of
the Plan Statement.
1.3.15 PLAN --
the unfunded deferred compensation plan established and
maintained by the Employers for the benefit
of the employees who are key
contributors to the success of their Equity
Capital Markets business. (As used
herein, "Plan" refers to the legal entity
maintained by the Employers and not to
the document pursuant to which the Plan is
maintained. That document is referred
to herein as the "Plan Statement.") The
name of the Plan is "U.S. Bancorp Piper
Jaffray Inc. Second Century Growth Deferred
Compensation Plan."
1.3.16. PLAN STATEMENT -- this amended and restated document
entitled
"U.S. Bancorp Piper Jaffray Inc. Second
Century Growth Deferred Compensation
Plan (As Amended and Restated Effective
September 30, 1998)," as the same may be
amended from time to time. This Plan
Statement is effective September 30, 1998,
for all Accounts maintained under the Plan,
including Accounts established
before that date.
1.3.17. PLAN YEAR -- the calendar year. However, the following
special
rules apply:
(a) The period
that begins October 1, 1997, and ends December 31,
1998, shall be a single Plan Year.
(b) For all
Old Accounts the Plan Year shall be the twelve
consecutive month period that begins each October 1 and ends
the following September 30.
1.4. RULES OF INTERPRETATION. The Plan is
intended to be an unfunded plan
maintained primarily for the purpose of
providing deferred compensation for a
select group of management or highly
compensated employees, within the meaning
of ERISA section 301(a)(3). The
administration of the Plan and the
interpretation of the Plan Statement shall
be consistent with that intent.
Whenever appropriate, words used herein in
the singular may be read in the
plural, or words used herein in the plural
may be read in the singular; the
masculine may include the feminine; and the
words "hereof," "herein" or
"hereunder" or other similar compounds of
the word "here" shall mean and refer
to the entire Plan Statement and not to any
particular paragraph or section of
this Plan Statement unless the context
clearly indicates to the
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contrary. The titles given to the various
sections of this Plan Statement are
inserted for convenience of reference only
and are not part of this Plan
Statement, and they shall not be considered
in determining the purpose, meaning
or intent of any provision hereof. Any
reference in this Plan Statement to a
statute shall be considered also to mean
and refer to the applicable regulations
for that statute; and any reference in this
Plan Statement to a statute or
regulation shall be considered also to mean
and refer to any subsequent
amendment or replacement of that statute or
regulation. This Plan Statement has
been executed and delivered in the State of
Minnesota and has been drawn in
conformity to the laws of that State and
shall, except to the extent that
federal law is controlling, be construed
and enforced in accordance with the
laws of the State of Minnesota (without
regard to its conflict of law
principles).
SECTION 2
PARTICIPATION
2.1. ELIGIBILITY AND SELECTION. At the end
of each Plan Year, the Participants
for that year shall be selected and their
deferred bonus awards shall be
determined as follows:
(a) The
Director of Equity Capital Markets shall be eligible to
participate in the Plan for that year and the President of the
Company, in his/her sole discretion, shall determine the
deferred bonus award for the Director of Equity Capital
Markets.
(b) The ECM
Operating Committee, in its sole discretion, shall
select the Equity Capital Markets employees eligible to
participate in the Plan for that year and shall determine the
deferred bonus award for each such employee. To be eligible
for
selection, an Equity Capital Markets employee must be (i)
a key contributor to the success of the Equity Capital Markets
business of the Employers, (ii) a highly compensated employee
within the meaning of Code section 414(q), and (iii) a
management or highly compensated employee within the meaning
of ERISA section 301(a)(3).
2.2. NOTIFICATION. The Employer shall
provide each individual so selected with
(i) written notification of his/her
selection and deferred bonus award, (ii) the
required enrollment forms, and (iii) either
a copy of the Plan Statement or
written notification that such a copy is
available upon request.
2.3. ENROLLMENT. Participation in the Plan
is voluntary for each individual so
selected, but the Employer shall not
provide a cash bonus or other remuneration
in lieu of such participation. To become a
Participant, the individual must
enroll by signing and returning a
participation agreement as prescribed by the
Employer.
SECTION 3
ACCOUNTS
3.1. ACCOUNTS. The Employer shall establish
and maintain a separate Account for
each of its Participants for each Plan Year
that he/she enrolls as a
Participant. The Account shall be for
recordkeeping purposes only and shall not
represent a trust fund or other segregation
of assets for the benefit of the
Participant.
3.2. CREDITS TO ACCOUNTS. The Account so
established and maintained for each
Participant shall be credited from time to
time as provided in this Section 3.2.
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3.2.1. BONUS CREDIT. As of the last day of the Plan Year for which
the
Participant enrolls, the Account shall be
credited with the amount of his/her
deferred bonus award for that year, as
determined under Section 2.1 of the Plan
Statement.
3.2.2. INTEREST CREDIT. Commencing as of the first day of the Plan
Year
immediately following the Plan Year for
which the Participant enrolls, any
portion of the Account balance that is not
allocated to Measuring Investments
under Section 3.3 below shall be credited
with interest at the rate applicable
from time to time to investors in the First
American Prime Obligations Fund.
3.2.3. INVESTMENT CREDIT. Commencing as of the first day of the
Plan
Year immediately following the Plan Year
for which the Participant enrolls, any
portion of the Account balance that is
allocated to Measuring Investments under
Section 3.3 below shall be credited with
its share of the income and gains of
such Measuring Investments under such
procedures as the ECM Investment
Committee, in its sole discretion, shall
determine from time to time.
3.3. MEASURING INVESTMENTS. The ECM
Investment Committee, in its sole
discretion, shall designate certain
investments related to the focus of the
Equity Capital Markets business of the
Employers to be the Measuring Investments
for determining the value of all
Participants' Accounts maintained for a
specific Plan Year. For this purpose, it
shall be deemed that the Account
balances of all the Participants for that
year are combined and that such
portion of the combined amount as the ECM
Investment Committee, in its sole
discretion, shall determine is placed in
each such designated investment on the
same terms and conditions as would be
available to the Employer as an investor.
Each Participant shall be deemed to have a
pro rata share (based on the ratio of
his/her Account balance for that year to
the Account balances of all
Participants for that year) in each such
designated investment. The Measuring
Investments are solely a device for
computing the amount of benefits to be paid
to Participants under the Plan, and
Participants have no claim or right to any
actual investments.
3.4. CHARGES TO ACCOUNTS. The Account so
established and maintained for each
Participant shall be charged from time to
time as provided in this Section 3.4.
3.4.1. INVESTMENT CHARGE. Commencing as of the first day of the
Plan
Year immediately following the
