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ACE LIMITED ELECTIVE DEFERRED COMPENSATION PLAN

Employee Benefits Plan Agreement

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This Employee Benefits Plan Agreement involves

The ACE Limited | ACE Limited

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Title: ACE LIMITED ELECTIVE DEFERRED COMPENSATION PLAN
Date: 3/16/2006
Industry: Insurance (Prop. and Casualty)     Sector: Financial

ACE LIMITED ELECTIVE DEFERRED COMPENSATION PLAN, Parties: the ace limited , ace limited
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Exhibit 10.24

 

ACE LIMITED

ELECTIVE DEFERRED COMPENSATION PLAN

(Amended and Restated Effective January 1, 2005)

 

The ACE Limited Elective Deferred Compensation Plan (the “Plan”) is hereby amended and restated effective January 1, 2005 by ACE Limited to permit Eligible Employees to defer receipt of certain compensation pursuant to the terms and provisions set forth below.

 

The Plan is intended (1) to comply with Code section 409A and official guidance issued thereunder for credited amounts earned and vested after December 31, 2004, while credited amounts earned and vested prior to January 1, 2005 (and applicable earnings credited on these amounts) are not intended to be subject to the provisions of Code section 409A (the “Grandfathered Amounts”), to the fullest extent permitted by Code section 409A and official guidance, and (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

 

ARTICLE I

 

DEFINITIONS

 

Wherever used herein the following terms shall have the meanings hereinafter set forth:

 

Account ” means a bookkeeping account established by the Company for each Participant electing to defer Eligible Income under the Plan.

 

Affiliate ” means any corporation or other entity that is treated as a single employer with the Company under section 414 of the Code.

 

Base Salary ” means the regular base salary paid to an Eligible Employee by the Company or an Affiliate.

 

Code ” means the Internal Revenue Code of 1986, as amended.

 

Committee ” means the Pension Committee of ACE Limited.

 

Company ” means ACE Limited or any successor corporation or other entity.

 

Deferral Form ” means a written form provided by the Committee pursuant to which an Eligible Employee may elect to defer amounts under the Plan.


Disabled ” means a Participant (1) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (2) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer.

 

Eligible Employee ” means an Employee who is designated by the Committee as belonging to a “select group of management or highly compensated employees,” as such phrase is defined under ERISA, and eligible to participate in the Plan. Any determination of the Committee regarding whether an Employee is an Eligible Employee shall be final and binding for all Plan purposes.

 

Eligible Income ” means Base Salary, Incentive Awards and other amounts designated by the Committee. Eligible Income does not include irregular, non-recurring types of compensation.

 

Employee ” means an individual who is a regular employee on the payroll of the Company or its Affiliates. The term “Employee” shall not include a person hired as an independent contractor, leased employee, consultant, or a person otherwise designated by the Company or an Affiliate as not eligible to participate in the Plan, even if such person is determined to be an “employee” of the Company or an Affiliate by any governmental or judicial authority.

 

ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

 

Grandfathered Amounts ” means amounts that were deferred under the Plan and earned and vested as of December 31, 2004. Grandfathered Amounts are subject to the distribution rules in effect prior to this amendment and restatement.

 

Incentive Award ” means an amount payable to an Eligible Employee under an annual bonus or incentive compensation plan of the Company or an Affiliate.

 

Investment Options ” means the investment options, as determined from time to time by the Committee, used to credit earnings, gains and losses on Account balances.

 

Key Employee ” means an Employee treated as a “specified employee” under Code section 409A(a)(2)(B)(i) ( i.e. , a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof)) of the Company. Key Employees shall be determined by the Committee in accordance with Code section 409A using a December 31 identification date.

 

Participant ” means an Eligible Employee who elects to defer amounts under the Plan.

 

Payment Date ” means the first business day of the year following an event triggering a payment.

 

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Plan ” means the ACE Limited Elective Deferred Compensation Plan, as set forth herein and as amended from time to time.

 

Plan Year ” means January 1 through December 31.

 

Separation from Service ” or “ Separate from Service ” means means a “separation from service” within the meaning of Code section 409A.

 

ARTICLE II

 

PARTICIPATION

 

Participation in the Plan shall be limited to Eligible Employees. The Committee shall notify any Employee of his status as an Eligible Employee at such time and in such manner as the Committee shall determine. An Eligible Employee shall become a Participant by making a deferral election under Article III.

 

ARTICLE III

 

PARTICIPANT ACCOUNTS

 

3.1 Deferral Elections . Deferrals may be made by a Participant with respect to the following types of Eligible Income, as permitted by the Committee:

 

(a) Base Salary . An Eligible Employee may elect to defer any portion of his Base Salary, as specified on election forms provided to Eligible Employees.

 

(b) Incentive Awards . An Eligible Employee may elect to defer any portion of an Incentive Award up to 100%.

 

(c) Other amounts designated by the Committee as Eligible Income.

 

In order to elect to defer Eligible Income earned during a Plan Year, an Eligible Employee shall file an irrevocable Deferral Form with the Committee before the beginning of such Plan Year. Notwithstanding the foregoing, (1) if the Committee determines that an Incentive Award qualifies as “performance-based compensation” under Code section 409A, an Eligible Employee may elect to defer a portion of the Incentive Award by filing a Deferral Form at such later time as permitted by the Committee, and (2) in the first year in which an Employee becomes eligible to participate in the Plan, a deferral election may be made with respect to services to be performed subsequent to the election within 30 days after the date the Employee becomes eligible to participate in the Plan to the extent permitted under Code section 409A.

 

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3.2 Crediting of Deferrals . Eligible Income deferred by a Participant under the Plan shall be credited to the Participant’s Account as soon as practicable after the amounts would have otherwise been paid to the Participant.

 

3.3 Vesting . A Participant shall at all times be 100% vested in any amounts credited to his Account.

 

3.4 Earnings . The Company shall periodically credit gains, losses and earnings to a Participant’s Account, until the full balance of the Account has been distributed. Amounts shall be credited to a Participant’s Account under this Section based on the results that would have been achieved had amounts credited to the Account been invested as soon as practicable after crediting into the Investment Options selected by the Participant. The Committee shall specify procedures to allow Participants to make elections as to the deemed investment of amounts newly credited to their Accounts, as well as the deemed investment of amounts previously credited to their Accounts. Nothing in this Section or otherwise in the Plan, however, will require the Company to actually invest any amounts in such Investment Options or otherwise.

 

ARTICLE IV

 

DISTRIBUTION OF ACCOUNT BALANCE

 

The provisions of this Article IV shall apply only to amounts subject to Code section 409A. Distribution rules applicable to the Grandfathered Amounts (and the earnings credited on those amounts) are set forth in Schedule A.

 

4.1. Distribution Upon Separation . A Participant’s Account balance shall normally be distributed to him in a lump sum payment on the Payment Date following the Participant’s Separation from Service. A Participant may elect on a Deferral Form to have the portion of his Account related to amounts deferred under the Deferral Form (and earnings thereon) distributed in annual installments over a period of up to 10 years with payments commencing on the Payment Date following the Participant’s Separation from Service. Notwithstanding any elections by a Participant, if the Participant’s Account balance is $10,000 or less at the time the Participant Separates from Service, the full Account balance shall be distributed in a lump sum payment on the Payment Date following Separation from Service.

 

Notwithstanding the foregoing, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). If applicable, any amounts payable to the Participant during such six (6) month period shall be accumulated and paid on the first day of the seventh month following the Participant’s Separation from Service.

 

4.2. Distribution as of Specified Date . A Participant may elect on a Deferral Form to have the portion of his Account related to amounts deferred under the Deferral Form (and earnings thereon) paid to the Participant in the form elected as of a specified date; provided

 

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however, if no form is elected payment shall be made in a lump sum. If expressly elected by a Participant on a Deferral Form, payment with respect to the portion of his Account related to Amounts deferred under the Deferral Form may be made on the later or earlier of: (1) a specified date or (2) the Payment Date following Separation from Service.

 

4.3. Distribution Upon Disability . Notwithstanding any provision in the Plan to the contrary, if a Participant becomes Disabled, his Account balance will be distributed in a lump sum payment on the Payment Date following the date the Participant becomes Disabled.

 

4.4. Distributions Upon Death . Notwithstanding any provision in the Plan to the contrary, if a Participant dies before full distribution of his Account balance, any remaining balance shall be distributed in a lump sum payment on the Payment Date following the Participant’s death to the Participant’s beneficiary. A Participant shall designate his beneficiary in a writing delivered to the Committee prior to death in accordance with procedures established by the Committee. If a Participant has not properly designated a beneficiary or if no designated beneficiary is living on the date of distribution, such amount shall be distributed to the Participant’s estate.

 

4.5. Withdrawals for Unforeseeable Emergency . A Participant may withdraw all or any portion of his Account balance for an Unforeseeable Emergency. The amounts distributed with respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under the Plan. “Unforeseeable Emergency” means for this purpose a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

 

A Participant’s deferral election for the Plan Year in which he obtains a distribution under this section shall be cancelled.

 

4.6. Change in Control . Notwithstanding any provision in the Plan to the contrary, a Participant’s Account balance under the Plan shall be distributed in an immediate lump sum payment on the Payment Date following the occurrence of a “Change in Control Event.” A “Change in Control Event” means an event described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v).

 

Generally, to constitute a Change in Control Event as to a Participant, the Change in Control Event must relate to (i) the corporation for whom the Participant is performing services at the time of the Change in Control Event, (ii) the corporation that is liable for the payment of Plan benefits to the Participant (or all corporations liable for the payment if more than one

 

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corporation is liable), or (iii) a corporation that is a majority shareholder of a corporation identified in (i) or (ii), or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in (i) or (ii). The ultimate parent corporation in such a chain shall be referred to as the “Parent.”

 

Generally, a Change in Control Event occurs on the date that:

 

 

(a)

any one person, or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation;

 

 

(b)

any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 35 percent or more of the total voting power of the stock of such corporation;

 

 

(c)

a majority of members of the corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation’s board of directors prior to the date of the appointment or election, provided that for purposes of this paragraph (c) the term “corporation” refers solely to the Parent; or

 

 

(d)

any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition


 
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