Exhibit 10.15
ASSURANT EXECUTIVE PENSION
PLAN
Amended and Restated Effective as
of January 1, 2009
TABLE OF CONTENTS
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ARTICLE 1 - INTRODUCTION
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1
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ARTICLE 2 - ELIGIBILITY AND
PARTICIPATION
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1
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ARTICLE 3 - PENSION BENEFITS
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2
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ARTICLE 4 - VESTING
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3
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ARTICLE 5 - DISTRIBUTION OF BENEFITS
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4
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ARTICLE 6 - FUNDING OF PLAN
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5
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ARTICLE 7 - ADMINISTRATION OF THE
PLAN
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5
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ARTICLE 8 - AMENDMENT AND
TERMINATION
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7
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ARTICLE 9 - MISCELLANEOUS
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7
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ARTICLE 10 - CLAIMS PROCEDURE
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8
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ARTICLE 11 - DEFINITIONS
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9
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ARTICLE 1
INTRODUCTION
Effective as of January 1,
1994, Fortis, Inc. established the Fortis, Inc. Executive
Retirement and Profit Sharing Plan.
The Plan was most recently amended
and restated effective as of January 1, 2001 (the “Prior
Plan”). Effective as of February 4, 2004, the Company
was renamed Assurant, Inc. (the “Company”) and the
Prior Plan was renamed the Assurant Executive Pension and 401(k)
Plan.
The Prior Plan contained provisions
related to both pension and 401(k) benefits. Effective as of
January 1, 2009, the Prior Plan is amended and restated to
separate the provisions relating to pension and 401(k) benefits
into two separate deferred compensation plans. This document sets
forth the amended and restated provisions related to the pension
benefits and is also amended to comply with Section 409A and
for certain other purposes. Amounts earned and vested as of
December 31, 2004 under the Prior Plan shall remain subject to
the terms and conditions of the Prior Plan, and amounts earned or
vested under this Plan or the Prior Plan after December 31,
2004 shall be subject to the terms and conditions of this Plan. The
purpose of the Plan is to help the Company and its Affiliates
retain employees of outstanding ability and to enable eligible
employees to receive enhanced retirement benefits.
This document serves as both the
Plan document and the Plan’s summary plan description.
Certain important terms in this Plan are capitalized and have the
meanings set forth in Article 11, unless the context indicates
otherwise. The masculine gender, where appearing in the Plan, shall
be deemed to include the feminine gender, unless the context
clearly indicates to the contrary.
ARTICLE 2
ELIGIBILITY AND
PARTICIPATION
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2.01
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Eligibility
Requirements . An
Employee shall become a Participant in the Plan on the later of
(i) the date the Employee becomes a Participant in the Pension
Plan; or (ii) the first day of the Plan Year in which he has
Executive Compensation in excess of the Code
Section 401(a)(17) limits. Notwithstanding the foregoing, if
an Employee was a Participant in the ABIG Plan as of
December 31, 2000, did not elect to have his accrued benefit
determined after December 31, 2000 as a pension equity benefit
under the Pension Plan, and was not rehired by an Employer after
December 31, 2000, then such Employee shall not participate in
this Plan.
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1
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2.02
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Character of
Plan as a “Top Hat” Plan . Notwithstanding the foregoing, this Plan is
intended to be an unfunded plan maintained primarily for the
benefit of management and highly compensated employees, and the
Committee shall be authorized to terminate the future participation
of any Employee if it determines that continued participation by
such Employee would jeopardize the Plan’s purpose.
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ARTICLE 3
PENSION
BENEFITS
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3.01
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General
Description . A
Participant’s Pension Benefit will equal the additional
benefit that the Participant would have been entitled to receive
under the Pension Plan if the Pension Plan took into account a
Participant’s Executive Compensation. The precise method for
calculating a Participant’s Pension Benefit under this Plan
is described below.
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3.02
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Method for
Calculating Pension Benefits . A Participant’s Pension Benefit under
this Plan will be the amount determined under (a) below, minus
the sum of the amounts under (b), (c), (d) and (e) below,
as applicable, where:
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(a)
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equals the lump
sum benefit the Participant would have been entitled to receive
under the Pension Plan as of his Separation from Service if the
Pension Plan took into account his Executive Compensation and
calculated without regard to any limitations imposed by Code
Section 415, and by disregarding the $15,000 limitation on
lump sum payments contained in the Pension Plan;
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(b)
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equals the lump
sum benefit that the Participant is entitled to receive under the
Pension Plan as of his Separation from Service (regardless of when
and in what form the benefit under the Pension Plan is actually
paid), calculated by disregarding the $15,000 limitation on lump
sum payments contained in the Pension Plan;
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(c)
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equals the lump
sum value of any benefit that a Participant who was formerly
employed by Mutual Benefit Life Insurance Company
(“MBL”) is entitled to receive as of his Separation
from Service under the terms of the Mutual Benefit Life Defined
Benefit Excess Benefit Plan (revised effective as of July 1,
1991) or any other excess benefit plan ever maintained by MBL, with
the lump sum offset to be the greater of (i) present value
determined using the same actuarial assumptions as those used to
calculate a lump sum payment under the Pension Plan; or
(ii) the lump sum actually payable under the Mutual Benefit
Life Defined Benefit Excess Benefit Plan or any other excess
benefit plan ever maintained by MBL (as applicable);
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2
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(d)
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equals the lump
sum value of any benefit that a Participant who was formerly
employed by John Alden Life Insurance Company (or any of its
subsidiaries or affiliates) (“John Alden”) is entitled
to receive as of his Separation from Service under the terms of the
John Alden Senior Executive Supplemental Retirement Plan
(“John Alden SESRP”), or any other excess benefit plan
ever maintained by John Alden; with the lump sum offset to be the
greater of (i) present value determined using the same
actuarial assumptions as those used to calculate a lump sum payment
under the Pension Plan; or (ii) the lump sum actually payable
under the John Alden SESRP or any other excess benefit plan ever
maintained by John Alden (as applicable); and
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(e)
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equals the lump
sum value of any benefit that a Participant who was formerly
employed by American Bankers Insurance Group, Inc. (or any of its
subsidiaries or affiliates) (“ABIG”) is entitled to
receive as his Separation from Service under the terms of the
American Bankers Insurance Group, Inc. Non-Qualified Supplemental
Benefit Plan.
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ARTICLE 4
VESTING
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4.01
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Three-Year
Vesting for Pension Equity Participants . A Pension Equity Plan Participant will become
100% vested in his Pension Benefits when he (a) completes
three (3) years of vesting service under the Pension Plan, or
(b) terminates employment with an Employer on account of
Retirement, Disability or death. Any Pension Equity Plan
Participant who terminates employment for any reason other than
Retirement, Disability or death before earning three (3) years
of vesting service under the Pension Plan will not be entitled to
receive any Pension Benefits under this Plan.
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4.02
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Five -Year
Vesting for Fortis Prior Retirement Formula Participants
. A Fortis Prior Retirement Formula
Participant will become 100% vested in his Pension Benefits when he
(a) completes five (5) years of vesting service under the
Pension Plan, or (b) terminates employment with an Employer on
account of Retirement, Disability or death. Any Fortis Prior
Retirement Formula Participant who terminates employment for any
reason other than Retirement, Disability or death before earning
five (5) years of vesting service under the Pension Plan will
not be entitled to receive any Pension Benefits under this
Plan.
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4.03
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Transferees . A Participant who transfers from one Employer
to another Employer will not be deemed to have incurred a
termination of employment for purposes of this Plan.
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3
ARTICLE 5
DISTRIBUTION OF
BENEFITS
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5.01
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Form of
Payment . A Participant
will receive benefits under the Plan in the form of a lump sum
payment.
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5.02
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Timing of
Payment . A Participant
will receive benefits under the Plan as soon as is administratively
feasible, but no later than 90 days, after the Participant’s
Separation from Service. Payment of a Specified Employee’s
benefit that was earned and vested as of December 31, 2004
(together with any earnings thereon) shall be paid as soon as is
administratively feasible, but no later than 90 days after the
Specified Employee’s Separation from Service. Payment of a
Specified Employee’s benefit that was earned and vested after
December 31, 2004 (together with any earnings thereon) may not
occur before the date that is six months after the
Participant’s Separation from Service (or, if earlier, the
date of death of the Participant). Notwithstanding the foregoing,
the Committee may, in its sole and absolute discretion, delay the
time for payment of a benefit owed to a Participant hereunder, to
the extent permitted under Treasury Regulation
Section 1.409A-2(b)(7).
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5.03
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Payments in
Event of Participant’s Death . If a Participant terminates employment with an
Employer on account of his death, benefits under the Plan will be
paid to his Beneficiary as soon as administratively feasible, but
no later than 90 days, after the Participant’s death.
Notwithstanding the foregoing, the Committee may, in its sole and
absolute discretion, delay the time for payment of a benefit owed
to a Participant hereunder, to the extent permitted under Treasury
Regulation Section 1.409A-2(b)(7).
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5.04
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Payment to
Minors and Incapacitated Persons . If any amount is payable to a minor or to any
other person who is incapable of making a proper disposition (in
the Committee’s judgment), the Plan will make a payment for
the benefit of the individual in one of the following ways, as
determined in Committee’s sole discretion:
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(a)
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by payment to
the individual’s legal representative;
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(b)
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by payment
directly to the individual; or
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(c)
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by payment in
discharge of bills incurred by or for the benefit of the
individual.
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The Plan will make these payments as
directed by the Committee without requiring intervention on the
part of any guardian or like fiduciary, and without any obligation
to monitor the use of the payment. Any payment made under this Plan
will completely discharge the Plan’s obligation to the
Participant and his Beneficiaries.
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5.05
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Application
for Benefits . The
Committee may require a Participant or Beneficiary to complete and
file certain forms before he or she may receive benefits under the
Plan. The Committee may rely upon all information the Participant
provides, including the Participant’s current mailing
address. Any person interested in receiving a distribution under
the Plan must keep the Committee informed of his current mailing
address.
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5.06
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Reinstatement of Service for Re-hires
. If a former Participant is
re-hired and again becomes a Participant, then such
Participant’s benefit accrual and vesting service earned
p
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