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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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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