Exhibit 10.3
AMERIPRISE FINANCIAL
DEFERRED COMPENSATION PLAN
As
Amended and Restated Effective January 1, 2007
AMERIPRISE
FINANCIAL
DEFERRED COMPENSATION
PLAN
As Amended and
Restated Effective January 1, 2007
Purpose
The purpose of the
Plan is to provide specified benefits to a select group of
management or highly compensated Employees who contribute
materially to the continued growth, development and future business
success of Ameriprise Financial, Inc. and its
subsidiaries. This Plan shall be unfunded for tax purposes
and for purposes of Title I of ERISA.
Article 1
Definitions
For purposes of
the Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the meanings indicated in
this Article 1:
1.01
“ Aggregate
Vested Balance ” shall mean, with respect to the Plan
Accounts of any Participant as of a given date, the sum of the
amounts that have become vested under all of the
Participant’s Plan Accounts, as adjusted to reflect all
applicable Investment Adjustments and all prior withdrawals and
distributions, in accordance with Article 3 of the Plan and
the provisions of the applicable Annual Enrollment
Materials.
1.02
“ Amended
Distribution Election Form ” shall mean the Amended
Distribution Election Form required by the Committee to be
signed and submitted by a Participant to effect a permitted change
in the Distribution Election previously made by the Participant
under any Distribution Election Form.
1.03
“ Annual Deferral
Account ” shall mean a Participant’s Annual
Participant Deferral for a Plan Year, as adjusted to reflect all
applicable Investment Adjustments and all prior withdrawals and
distributions in accordance with Article 3 and the provisions
of the applicable Annual Enrollment Materials.
1.04
“ Annual
Discretionary Allocation ” shall mean the aggregate
amount credited by a Participant’s Employer to a Participant
in respect of a particular Plan Year under
Section 3.03.
1.05
“ Annual
Discretionary Allocation Account ” shall mean a
Participant’s Annual Discretionary Allocation for a Plan
Year, as adjusted to reflect all applicable Investment Adjustments
and all prior withdrawals and distributions in accordance with
Article 3 and the provisions of the applicable Annual
Enrollment Materials.
1.06
“ Annual Election
Form ” shall mean the Annual Election Form required
by the Committee to be signed and submitted by a Participant in
connection with the Participant’s deferral election with
respect to a given Plan Year.
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1.07
“ Annual
Enrollment Materials ” shall mean, for any Plan Year, the
Annual Election Form, the Distribution Election Form and any
other forms, documents or materials concerning the terms of any
Annual Participant Deferral, Annual Match or Annual Discretionary
Allocation for such Plan Year.
1.08
“ Annual
Match ” shall mean the aggregate amount credited by a
Participant’s Employer to a Participant in respect of a
particular Plan Year under Section 3.02.
1.09
“ Annual Match
Account ” shall mean a Participant’s Annual Match
for a Plan Year, as adjusted to reflect all applicable Investment
Adjustments and all prior withdrawals and distributions in
accordance with Article 3 and the provisions of the applicable
Annual Enrollment Materials.
1.10
“ Annual
Participant Deferral ” shall mean the aggregate amount
deferred by a Participant in respect of a particular Plan Year
under Section 3.01.
1.11
“ Board
” shall mean the board of directors of the
Company.
1.12
“ Change in
Control ” shall mean any transaction or series of
transactions that constitutes a change in the ownership or
effective control of the Company or a change in the ownership of a
substantial portion of the assets of the Company, in each case
within the meaning of Section 409A of the Code.
1.13
“ Claimant
” shall have the meaning set forth in
Section 9.01.
1.14
“ Code
” shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time, and all regulations, interpretations and
administrative guidance issued thereunder.
1.15
“ Committee
” shall mean the Compensation and Benefits Committee of the
Company or such other committee designated by the Board to
administer the Plan.
Any reference herein to the Committee shall be deemed to include
any person to whom any duty of the Committee has been delegated
pursuant to Section 8.02.
1.16
“ Company
” shall mean Ameriprise Financial, Inc., a Delaware
corporation, and any successor to all or substantially all of its
assets or business.
1.17
“ Company
Stock ” shall mean the common stock, par value $0.01 per
share, of the Company.
1.18
“ Company Stock
Fund ” shall mean the Investment Option that relates to
the performance of Company Stock.
1.19
“ Designation
Date ” means the date or dates as of which a designation
of investment directions by a Participant pursuant to
Section 3.04, or any change in a prior designation of
investment directions by a Participant pursuant to
Section 3.04, shall become effective. The Designation
Date in any Plan Year
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shall be determined by
the Committee; provided, however, that each trading day of the New
York Stock Exchange shall be available as a Designation Date unless
the Committee selects different Designation Dates.
1.20
“ Disability
” shall mean, with respect to a Participant, the Participant
(a) 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 (b) 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. In making its
determination, the Committee shall be guided by the prevailing
authorities applicable under Section 409A of the
Code.
1.21
“ Distribution
Election ” shall mean an election made in accordance with
Section 5.01.
1.22
“ Distribution
Election Form ” shall mean the Distribution Election
Form required by the Committee to be signed and submitted by a
Participant with respect to a Distribution Election for a given
Plan Year.
1.23
“ Election
Form ” shall mean, with respect to any Plan Account, the
Annual Election Form and the Distribution Election
Form or the Amended Distribution Election Form last
signed and submitted by the Participant with respect to that Plan
Account.
1.24
“ Elective
Deductions ” shall mean the deductions made from a
Participant’s Eligible Compensation for amounts voluntarily
deferred or contributed by the Participant pursuant to all
qualified and non-qualified compensation deferral plans, including,
without limitation, amounts not included in the Participant’s
gross income under Sections 125, 132(f)(4), 402(e)(3) or
402(h) of the Code, provided , however , that
all such amounts would have been payable in cash to the Employee
had there been no such plan.
1.25
“ Eligible
Compensation ” shall mean, for any Plan Year, the base
salary, bonus or other items of compensation, including any
Elective Deductions, designated by the Committee in the applicable
Annual Enrollment Materials as eligible for deferral under the Plan
for such Plan Year.
1.26
“ Employee
” shall mean a person who is an employee of any Employer, as
determined by the Committee in its sole discretion.
1.27
“ Employer
” shall mean, as applicable, the Company or any of its
subsidiaries listed on Schedule A attached hereto, as such Schedule
A may be amended by the Committee, in its sole discretion, from
time to time.
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1.28
“ ERISA
” shall mean the Employee Retirement Income Security Act of
1974, as it may be amended from time to time.
1.29
“ Investment
Adjustment ” shall mean an adjustment made to the balance
of any Plan Account in accordance with Section 3.05 to reflect
the performance of an Investment Option pursuant to which the value
of the Plan Account or portion thereof is measured.
1.30
“ Investment
Agent ” shall mean the person appointed by the Committee
or the Trustee to invest the Plan Accounts of Participants, or if
no person is so designated, the Committee
1.31
“ Investment
Option ” shall mean a hypothetical investment made
available under the Plan from time to time by the Committee for
purposes of valuing Plan Accounts. In the event that an
Investment Option ceases to exist or is no longer to be an
Investment Option, the Committee may designate a substitute
Investment Option for the discontinued hypothetical
investment.
1.32
“ Newly Eligible
Employee ” shall mean an Employee who becomes eligible to
participate in the Plan during a Plan Year and who has not
previously participated in the Plan or an account-balance deferred
compensation arrangement (as defined for purposes of
Section 409A) of the Company or an Employer, as determined by
the Committee and to the extent permissible under Section 409A
of the Code.
1.33
“ Participant
” shall mean any eligible Employee (a) who is in a
classification of Employees designated by the Committee to
participate in the Plan or who is otherwise selected by the
Committee to participate in the Plan, (b) who elects to
participate in the Plan, (c) who signs the applicable Election
Forms, (d) who commences participation in the Plan, and
(e) whose participation in the Plan has not terminated.
A spouse or former spouse of a Participant shall not be treated as
a Participant in the Plan or have an account balance under the
Plan, even if he or she has an interest in the Participant’s
benefits under the Plan as a result of applicable law or property
settlements resulting from legal separation or divorce.
1.34
“ Plan
” shall mean the Ameriprise Financial Deferred Compensation
Plan, which shall be evidenced by this instrument and by the Annual
Enrollment Materials, as they may be amended from time to
time.
1.35
“ Plan
Accounts ” shall mean the Annual Deferral Accounts,
Annual Match Accounts and Annual Discretionary Allocation Accounts
established under the Plan.
1.36
“ Plan Year
” shall mean the period beginning on January 1 of each
year and on ending December 31 of such year.
1.37
“ Reporting
Person ” shall mean an Employee who is subject to the
reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934, as amended.
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1.38
“ Retirement
” shall mean, with respect to a Participant, the
Participant’s Termination of Employment on or after the date
that such Participant becomes Retirement Eligible.
1.39
“ Retirement
Eligible ” shall mean, with respect to a Participant,
that the Participant has attained age 55 and has completed ten or
more Years of Service with the Company or its
affiliates.
1.40
“ Termination of
Employment ” shall mean a “separation from
service” as defined under Section 409A of the
Code.
1.41
“ Trust
” shall mean the trust established in accordance with
Article 10.
1.42
“ Trustee
” shall mean the trustee of the Trust.
1.43
“ Unforeseeable
Emergency ” shall mean, with respect to a Participant, a
severe financial hardship to the Participant resulting from an
illness or accident of the Participant, the Participant’s
spouse, or a dependent (as defined in Section 152(a) of
the Code) 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. In making its determination,
the Committee shall be guided by the prevailing authorities
applicable under Section 409A of the Code.
1.44
“ Years of
Service ” shall mean the total number of actual or deemed
full Plan Years during which a Participant has been continuously
employed by one or more Employers. For purposes of
determining a Participant’s Years of Service, such
Participant’s service with American Express Company will be
taken into account if and to the extent, and in accordance with,
the provisions of the Employee Benefits Agreement by and between
American Express Company and the Company, dated as of
September 30, 2005. Any partial Plan Year during which a
Participant has been employed by an Employer shall not be
counted.
Article 2
Eligibility, Selection,
Enrollment
2.01 Selection
by Committee . Participation in the Plan shall be limited
to a select group of management or highly compensated Employees of
the Employers who are in a classification of Employees designated
by the Committee in its sole discretion. For each Plan Year,
the Committee may select from that group, in its sole discretion,
the Employees who shall be eligible to make an Annual Participant
Deferral in respect of that Plan Year. The Committee’s
selection of an Employee to make an Annual Participant Deferral in
respect of a particular Plan Year will not entitle that Employee to
make an Annual Participant Deferral for any subsequent Plan Year,
unless the Employee is again selected by the Committee to make an
Annual Participant Deferral for such subsequent Plan
Year.
2.02 Enrollment
Requirements . As a condition to being eligible to make
an Annual Participant Deferral for any Plan Year, each selected
Employee shall complete, execute and
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return to
the Committee or its designated agent an Annual Election Form, a
Distribution Election Form and any other form required by the
Committee at the time, and in accordance with the terms and
conditions, as the Committee may establish from time to time, and
in accordance with the requirements of Section 409A of the
Code. The Committee may in its discretion permit a Newly
Eligible Employee to complete, execute and return to the Committee
of its designated agent an Annual Election Form, a Distribution
Election Form and any other form required by the Committee no
later than 30 days following the date on which such Employee first
becomes eligible to participate in the Plan (or such earlier date
as the Committee may establish from time to
time.
2.03
Commencement of Participation . Provided an Employee
selected to make an Annual Participant Deferral in respect of a
particular Plan Year has met all enrollment requirements set forth
in the Plan and any other requirements imposed by the Committee,
including signing and submitting an Annual Election Form, a
Distribution Election Form and any other form required by the
Committee within the specified time period, the Employee’s
designated deferrals shall commence as of the first day of the
particular Plan Year (or in the case of a Newly Eligible Employee,
as of the date such Employee’s Enrollment Forms are received
by the Committee or its designated agent, but no later than 30 days
following the date on which such Employee first became eligible to
participate in the Plan, provided that such Annual Participant
Deferral shall apply only with respect to compensation earned for
services performed subsequent to the time such enrollment forms are
received by the Committee or its designated agent). If an
Employee fails to meet all such requirements within the specified
time period with respect to any Plan Year, the Employee shall not
be eligible to make any deferrals for that Plan
Year.
2.04 Subsequent
Elections . The Annual Election Form and the
Distribution Election Form submitted by a Participant in
respect of a particular Plan Year will not be effective with
respect to any subsequent Plan Year. If an Employee is
selected to participate in the Plan for a subsequent Plan Year and
the required enrollment forms are not timely delivered for the
subsequent Plan Year, the Participant shall not be eligible to make
any deferrals with respect to such subsequent Plan
Year.
Article 3
Participant Deferrals, Annual
Matches, Annual Discretionary Allocations,
Investment
Options, Investment
Adjustments, Taxes and Vesting
3.01 Participant
Deferrals .
(a)
Deferral Election . The Committee shall have sole
discretion to determine in respect of each Plan Year:
(i) whether a Participant shall be eligible to make an Annual
Participant Deferral; (ii) the items of Eligible Compensation
which may be the subject of any Annual Participant Deferral for
that Plan Year; (iii) the terms of any Annual Match for that
Plan Year; (iv) the terms of any Annual Discretionary
Allocation for that Plan Year; and (v) any other terms and
conditions applicable to the Annual Participant Deferral. The
Participant’s election shall be evidenced by an Annual
Election Form completed and submitted to the Committee in
accordance with the procedures and time frames as may be
established by the Committee in its sole discretion. The
amounts deferred by a Participant in respect of services rendered
during a
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Plan Year shall be referred to collectively as
an Annual Participant Deferral and shall be credited to an Annual
Deferral Account established in the name of the Participant.
A separate Annual Deferral Account shall be established and
maintained for each Annual Participant Deferral.
(b)
Minimum and Maximum Deferrals . The Committee may from
time to time designate a minimum or maximum deferral amount or
percentage applicable to Participants with respect to a given Plan
Year.
(c)
Deferral Designations . A
Participant may designate the amount of the Annual Participant
Deferral to be deducted from his or her Eligible Compensation as
specified in the applicable Annual Enrollment Materials for a given
Plan Year, which may provide for deferrals to be expressed as
either a percentage or a fixed dollar amount of a specified item of
Eligible Compensation expected by the Participant, as determined by
the Committee. If a Participant designates the Annual
Participant Deferral to be deducted from any item of Eligible
Compensation as a fixed dollar amount and such fixed dollar amount
exceeds the amount of such item of Eligible Compensation actually
payable to the Participant, the entire amount of such item of
Eligible Compensation shall be withheld.
3.02 Annual
Match . A Participant may be credited with a
discretionary matching allocation in respect of any Plan Year,
pursuant to and as described in the Annual Enrollment Materials for
such Plan Year. Such discretionary matching allocation
credited to a Participant in respect of a Plan Year shall be
referred to as the Annual Match for that Plan Year and shall be
credited to an Annual Match Account in the name of the
Participant. A separate Annual Match Account shall be
established and maintained for each Annual Match. The
Committee shall have sole discretion to determine in respect of
each Plan Year and each Participant: (a) whether any
Annual Match shall be made; (b) the Participant(s) who
shall be entitled to such Annual Match; (c) the amount of such
Annual Match; (d) the date(s) on which any portion of
such Annual Match shall be credited to each Participant’s
Annual Match Account; (e) the vesting terms applicable to such
Annual Match; (f) the Investment Option(s) that shall
apply to such Annual Match; and (g) any other terms and
conditions applicable to such Annual Match.
3.03 Annual
Discretionary Allocation . A Participant may be credited
with one or more other discretionary allocations in respect of any
Plan Year, expressed as either a flat dollar amount or as a
percentage of one or more items of the Participant’s Eligible
Compensation for the Plan Year, or any combination of the
foregoing. Such discretionary allocations credited to a
Participant in respect of a Plan Year shall be referred to
collectively as the Annual Discretionary Allocation for that Plan
Year and shall be credited to an Annual Discretionary Allocation
Account in the name of the Participant. A separate Annual
Discretionary Allocation Account shall be established and
maintained for each Annual Discretionary Allocation. The
Committee shall have sole discretion to determine in respect of
each Plan Year and each Participant: (a) whether any
Annual Discretionary Allocation shall be made; (b) the
Participant(s) who shall be entitled to such Annual
Discretionary Allocation; (c) the amount of such Annual
Discretionary Allocation; (d) the date(s) on which any
portion of such Annual Discretionary Allocation shall be credited
to each Participant’s Annual Discretionary Allocation
Account; (e) the Investment Option(s) that shall apply to
such Annual Discretionary Allocation; and (f) any other terms
and conditions applicable to such Annual Discretionary
Allocation.
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3.04 Investment
Options .
(a)
The Committee shall establish from time to time the Investment
Option(s) that will be available under the Plan. At any
time, the Committee may, in its discretion, add one or more
additional Investment Options under the Plan, and in connection
with any such addition, may permit Participants to select from
among the then-available Investment Options under the Plan to
measure the value of such Participants’ Plan Accounts.
In addition, the Committee, in its sole discretion, may discontinue
any Investment Option at any time, and provide for the portions of
Participants’ Plan Accounts and future deferrals designated
to the discontinued Investment Option to be reallocated to another
Investment Option(s).
(b)
Subject to such limitations, operating rules and procedures as
may from time to time be required by law; imposed by the Committee,
the Trustee or their designated agents; contained elsewhere in the
Plan; or set forth in any Annual Enrollment Materials, each
Participant may communicate to the Investment Agent a direction (in
accordance with this Section 3.04) as to how his or her Plan
Accounts should be deemed to be invested among the Investment
Options made available by the Committee; provided ,
however , that a Participant’s ability to select
Investment Options with respect to his or her Annual Match Account
and Annual Discretionary Allocation Account is subject to, and may
be limited by, the Committee’s discretion under Sections 3.02
and 3.03 to designate the Investment Options that shall apply to
all or a portion of such Annual Match Account or Annual
Discretionary Allocation Account. The Participant’s
investment directions shall designate the percentage (in any whole
percent multiples, which must total 100%) of the portion of the
subsequent contributions to the Participant’s Plan Accounts
which is requested to be deemed to be invested in such Investment
Options, and shall be subject to the rules set forth
below. The Investment Agent shall invest the assets of the
Participant’s Plan Accounts in accordance with the directions
of the Participant except to the extent that the Committee directs
it to the contrary. The Committee has the authority, but not
the requirement, in its sole and absolute discretion, to direct
that a Participant’s Plan Accounts be invested among such
investments as it deems appropriate and advisable, which
investments need not be the same for each
Participant.
(c)
Any initial or subsequent investment direction shall be in writing
to the Investment Agent on a form supplied by the Company, or, as
permitted by the Investment Agent, may be by oral designation or
electronic transmission designation to the Investment Agent.
A designation shall be effective as of the Designation Date next
following the date the direction is received and accepted by the
Investment Agent or as soon thereafter as administratively
practicable, subject to the Committee’s right to override
such direction. The Participant may, if permitted by the
Committee, make an investment direction to the Investment Agent for
his or her existing Plan Accounts as of a Designation Date and a
separate investment direction to the Investment Agent for
contribution credits to his or her Plan Accounts occurring after
the Designation Date.
(d)
All amounts credited to a Participant’s Plan Accounts shall
be invested in accordance with the then effective investment
direction, unless the Committee directs otherwise. Unless
otherwise changed by the Committee, an investment direction shall
remain in effect until the Participant’s Plans Accounts are
distributed or forfeited in their entirety, or until a subsequent
investment direction is received and accepted by the Investment
Agent.
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(e)
If a Participant files an investment direction with the Investment
Agent for his or her existing Plan Accounts as of a Designation
Date which is received and accepted by the Investment Agent and not
overridden by the Committee, then the Participant’s existing
Plan Accounts shall be deemed to be reallocated as of the next
Designation Date (or as soon thereafter as administratively
practicable) among the designated investment funds according to the
percentages specified in such investment direction; provided
, however , that a Participant’s ability to change the
Investment Options applicable to his or her Annual Match Account
and Annual Discretionary Allocation Account are subject to, and may
be limited by, the Committee’s discretion under Sections 3.02
and 3.03 to designate the Investment Options that shall apply to
all or a portion of such Annual Match Account or Annual
Discretionary Allocation Account. Unless otherwise changed by
the Committee, an investment direction shall remain in effect until
the Participant’s Plan Accounts are distributed or forfeited
in their entirety, or until a subsequent investment direction is
received and accepted by the Investment Agent.
(f)
The Committee, in its sole discretion, may place limits on a
Participant’s ability to make changes with respect to any
Investment Options. In addition, in no event shall a
Participant who is a Reporting Person be permitted to allocate any
portion of his or her Plan Accounts to the Company Stock Fund more
frequently than quarterly.
(g)
If the Investment Agent receives an initial or subsequent
investment direction with respect to Plan Accounts which it deems
to be incomplete, unclear or improper, or which is unacceptable for
some other reason (determined in the sole and absolute discretion
of the Investment Agent), the Participant’s investment
direction for such Plan Accounts then in effect shall remain in
effect (or, in the case of a deficiency in an initial investment
direction, the Participant shall be deemed to have filed no
investment direction) until the Participant files an investment
direction for such Plan Accounts acceptable to the Investment
Agent.
(h)
If the Investment Agent does not possess valid investment
directions covering the full balance of a Participant’s Plan
Accounts or subsequent contributions thereto (including, without
limitation, situations in which no investment direction has been
filed, situations in which the investment direction is not
acceptable to the Investment Agent under Section 3.04(g), or
situations in which some or all of the Participant’s
designated investments are no longer permissible Investment
Options), the Participant shall be deemed to have directed that the
undesignated portion of the Plan Accounts be invested in a
money-market fund or similar short-term investment fund;
provided , however , the Committee may provide for
the undesignated portion to be allocated to or among the Investment
Option(s) that the Participant did designate in the same
proportion as the designated portion, or may provide for any other
allocation method it deem
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