Exhibit 10.1
NUVEEN INVESTMENTS,
LLC
EXCESS BENEFIT RETIREMENT
PLAN
INTRODUCTION
This document is an amendment,
restatement and continuation of the Nuveen Investments, LLC Excess
Benefit Retirement Plan (the “Plan”) (formerly known as
the John Nuveen & Co. Incorporated Excess Benefit
Retirement Plan), which is maintained by Nuveen Investments, LLC
(the “Company”) solely for the purpose of providing
benefits for certain employees in excess of the limitations on
benefits provided under the Nuveen Investments, LLC
Employees’ Retirement Plan (formerly known as the John
Nuveen & Co. Employees’ Retirement Plan) imposed by
Section 415 and Section 401(a)(17) of the Internal
Revenue Code of 1986, as amended. The Plan is intended to be
an unfunded plan maintained solely for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees for purposes of Title I of ERISA.
This amendment and restatement is generally effective
January 1, 2009. Effective December 31, 2008,
participation in the Plan is frozen. On and after that date,
no additional employees may become eligible to participate in the
Plan.
ARTICLE I -
DEFINITIONS
1.01
“Benefit Limitation”
means the limitation on annual benefits contained in
Section 415 of the Code and set out in Section 4.8 of the
Retirement Plan.
1.02
“Code” means the
Internal Revenue Code of 1986, as amended from time to
time.
1.03
“Compensation
Limitation” means the limitation on includible compensation
contained in Section 401(a)(17) of the Code and set out in
Section 2.9 of the Retirement Plan.
1.04
“Maximum Benefit” means
the retirement benefit to which a Participant is entitled under the
terms of the Retirement Plan.
1.05
“Participant” means any
individual who was a participant in the Plan on December 31,
2008 and who has not received a full distribution of his Plan
benefits. Employees who are not Participants in the Plan on
December 31, 2008 will not be eligible to become Participants
thereafter.
1.06
“Retirement Plan” means
Nuveen Investments, LLC Employees’ Retirement Plan, as
amended from time to time. Any capitalized term used in this
document with reference to the Retirement Plan, and not defined in
this document, shall have the same meaning as it does in the
Retirement Plan.
1.07
“Separation from
Service” means the date of a Participant’s
“separation from service” within the meaning of Code
Section 409A (including, without limitation, the
Participant’s death, retirement, or other termination of
employment with the Company), and any
references to termination of employment in this
Plan shall be deemed to refer to a Separation from Service.
In accordance with Treasury Regulation
§1.409A-1(h)(1)(ii) (or any similar or successor
provisions), a Separation from Service shall be deemed to occur if
the Company and the Participant reasonably anticipate that the
level of bona fide services the Participant will perform after a
certain date (whether as an employee or as an independent
contractor) will permanently decrease to less than fifty percent
(50%) of the average level of bona fide services provided by the
Participant in the immediately preceding thirty-six (36)
months.
1.08
“Unrestricted Benefit”
means the retirement benefit to which a Participant would be
entitled under the terms of the Retirement Plan, but without
application of the Benefit Limitation or Compensation
Limitation. Notwithstanding anything in the Plan to the
contrary, a Participant’s Unrestricted Benefit shall not take
into account any of his or her compensation earned after
December 31, 2008 that is more than $200,000 above the
Compensation Limitation; provided that the Participant’s
benefit under the Plan, calculated in accordance with
Article II below, shall not be less at the time of
distribution than it was as of December 31, 2008.
Moreover, for clarification, a Participant’s Unrestricted
Benefit will take into account the freeze of the Retirement Plan
that is scheduled to occur as of March 31, 2014.
ARTICLE II
- BENEFITS
2.01
Normal Retirement
Benefit — Upon the
Normal Retirement of a Participant, as provided under the terms of
the Retirement Plan, the Participant shall be entitled to a benefit
under this Plan actuarially equal in amount to his Unrestricted
Benefit, determined in accordance with Section 4.1 of the
Retirement Plan, reduced by his Maximum Benefit.
2.02
Early Retirement
Benefit — Upon the
Early Retirement of a Participant, as provided under the terms of
the Retirement Plan, the Participant shall be entitled to a benefit
under this Plan actuarially equal in amount to his Unrestricted
Benefit, determined in accordance with Section 4.2 of the
Retirement Plan, reduced by his Maximum Benefit.
2.03
Postponed Retirement
Benefit — Upon the
Postponed Retirement of a Participant, as provided under the terms
of the Retirement Plan, the Participant shall be entitled to a
benefit under this Plan actuarially equal in amount to his
Unrestricted Benefit, determined in accordance with
Section 4.3 of the Retirement Plan, reduced by his Maximum
Benefit.
2.04
Disability Retirement
Benefit — Upon the
Disability Retirement of a Participant, as provided under the terms
of the Retirement Plan, the Participant shall be entitled to a
benefit under this Plan actuarially equal in amount to his
Unrestricted Benefit, determined in accordance with
Section 4.4 of the Retirement Plan, reduced by his Maximum
Benefit.
2.05
Deferred Vested Retirement
Benefit — Upon the
Deferred Vested Retirement of a Participant, as provided under the
terms of the Retirement Plan, the Participant shall be entitled to
a benefit under this Plan actuarially equal in amount to his
Unrestricted Benefit, determined in accordance with
Section 4.5 of the Retirement Plan, reduced by his Maximum
Benefit.
2.06
Full Career Retirement
Benefit — Upon the
Full Career Retirement of a Participant, as provided under the
terms of the Retirement Plan, the Participant shall be
entitled
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