Exhibit 10(f)(2)
PROTECTIVE LIFE
CORPORATION
DEFERRED COMPENSATION
PLAN
FOR DIRECTORS WHO ARE NOT
EMPLOYEES OF THE COMPANY
(AS AMENDED AND RESTATED AS OF
DECEMBER 31, 2008)
Section 1.
Purpose; Plan Eligibility
The purpose of this Plan is to
provide a program through which eligible Directors of the Company
can save for retirement and other long-term needs by deferring the
receipt of all or a portion of such Director’s Deferrable
Compensation.
Section 2.
Definitions
“Account”
shall mean a book entry account
established by the Company to record the amounts credited to a
Participant with respect to the Participant’s Deferral
Elections under Section 3 (and earnings thereon).
“Average Daily
Balance” shall
mean, with respect to the LIBOR Fund in a Participant’s
Account, the quotient obtained by dividing the sum of the closing
balance in the LIBOR Fund at the end of each calendar day in a
calendar month by the number of calendar days in such calendar
month.
“Board” shall mean the Board of Directors of the Company
or any duly authorized committee thereof.
“Change in
Control” shall
mean, subject to the provisions of Code Section 409A, the
occurrence of one or more of the following: (i) any one person
(or more than one person acting as a group (as provided in Code
Section 409A)) (such person or group, an “Acquiring
Person”) acquires ownership of the Company’s stock
that, together with stock previously held by the Acquiring Person,
constitutes more than 50% of the total fair market value or more
than 50% of the total voting power of the Company, or (ii) a
majority of the members of the Board is replaced during any
12-month period by directors whose appointment or election was not
endorsed by a majority of the members of the Board before the date
of the appointment or election, or (iii) an Acquiring Person
acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such Acquiring Person)
assets from the Company that have a total gross fair market value
equal to or more than 80% of the total gross fair market value of
the Company’s assets immediately before such acquisition or
acquisitions.
“Closing
Price” of the
Common Stock on any trading day shall mean the closing price for a
share of the Common Stock on the Composite Tape for the New York
Stock Exchange or, if the Common Stock is not listed on such
Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as amended,
on which the Common Stock is listed or, if the Common Stock is not
listed on any such exchange, the average
of the daily closing bid quotations
with respect to a share of the Common Stock on the National
Association of Securities Dealers, Inc., Automated Quotations
Systems or any successor or similar system then in use or, if no
such quotations are available, the fair market value of a share of
the Common Stock as determined by a majority of the
Board.
“Code” shall mean the Internal Revenue Code of 1986, as
amended from time to time. Reference to a Section of the
Code shall include that Section, the regulations promulgated
thereunder, and any comparable section of any future legislation
that amends, supplements or supersedes such Section, effective as
of the date such comparable Section is effective with respect
to the Plan.
“Common
Stock” shall
mean the common stock of the Company.
“Company
” shall mean Protective Life
Corporation, a Delaware corporation, and any successor
thereto.
“Deferrable
Compensation” shall mean all annual retainers (except any
voluntary contributions to the Company’s Political Action
Committees paid out of such retainers) and Board and Board
committee meeting fees (including retainers and fees payable in
Common Stock) payable by the Company to a Participant for serving
as a member of the Board or one or more of its
committees.
“Deferral
Election” shall
mean the election by a Participant to defer receipt of Deferrable
Compensation pursuant to Section 3.
“Disability”
shall mean that the Participant
(1) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last
for a continuous period of at least 12 months, (2) is, by
reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last
for a continuous period of at least 12 months, receiving income
replacement benefits for a period of not less than 3 months under
an accident and health plan covering employees of the
Participant’s employer, or (3) has been determined to be
totally disabled by the Social Security Administration.
“LIBOR
Fund” shall
mean a hypothetical or “phantom” fund in a
Participant’s Account that is deemed to be earning interest
at the LIBOR Rate.
“LIBOR
Rate” for each
calendar month shall mean the 30-Day London Interbank Offered Rate
(LIBOR) for the last business day of the immediately preceding
calendar month as reported on the Bloomberg financial news system
(or such other successor or comparable system as the Board may
designate), plus 75 basis points.
“Participant”
shall mean each member of the Board
who is not an employee of the Company or its subsidiaries and who
elects to participate in the Plan.
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“Plan” shall mean the Protective Life Corporation
Deferred Compensation Plan for Directors Who Are Not Employees of
the Company, as from time to time amended.
“Plan
Year” shall
mean each period beginning on January 1 and ending on
December 31 of the same year.
“Post-2004
Subaccount” shall mean a subaccount for all amounts credited
to a Participant’s Account after December 31, 2004 (and
earnings thereon).
“Pre-2005
Subaccount” shall mean a subaccount for all amounts credited
to a Participant’s Account before January 1, 2005 (and
earnings thereon).
“Protective Stock
Fund” shall
mean a hypothetical or “phantom” fund in a
Participant’s Account that is deemed to be invested primarily
in Common Stock.
“Specified
Employee” shall
mean, with respect to April 1 of each Plan Year (beginning
April 1, 2005) and for the 12-month period thereafter, any
person who met the definition of a “key employee” of
the Company under Code Section 416(i) (without regard to
Code Section 416(i)(5)) at any time during the preceding Plan
Year, all as provided in Code Section 409A.
“Termination of
Service” shall
mean the good-faith and complete termination of the
Participant’s service as a Director of the Company and its
affiliated companies, within the meaning of a “separation
from service” under Code Section 409A.
Section 3.
Deferral of Compensation
(a) Deferral Election.
On or before December 31 of each calendar year, a
Participant may elect to defer receipt of Deferrable Compensation
otherwise payable to the Participant in a subsequent calendar
year. Furthermore, when a Participant first becomes eligible
to participate in the Plan, the Participant may elect, within the
30 day period immediately following such eligibility date, to defer
receipt of Deferrable Compensation otherwise payable to the
Participant in the calendar year in which such eligibility date
occurs (and after the date of the Deferral Election). A
Deferral Election shall be made by written or electronic notice on
a form or in a manner prescribed by or acceptable to the Company
and shall be effective only when properly filed with the
Company. The Company may from time to time establish minimum
and maximum amounts (which may be stated as percentages of
Deferrable Compensation) that a Participant may defer. Any
Deferral Election shall be subject to such conditions as the
Company shall determine.
(b) Form and Duration
of Election to Participate . Unless otherwise specified
in the Deferral Election, a Deferral Election made by a Participant
shall continue in effect (including with respect to Deferrable
Compensation payable in subsequent calendar years) unless and until
the Participant revokes or modifies such election by written or
electronic notice on a form or in a manner prescribed by or
acceptable to, and filed with, the Company. Any such
revocation or modification of a Deferral Election shall become
effective only with respect to Deferrable
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Compensation payable with respect to
services performed in the calendar year following the
Company’s receipt of such revocation or
modification.
(c) Renewal . A
Participant who has revoked a Deferral Election may file a new
Deferral Election to defer Deferrable Compensation payable with
respect to services performed in the calendar year following the
year in which such new Deferral Election is filed.
Section 4.
Deferred Compensation Account
(a) General.
The Company shall establish and maintain a separate Account
for each Participant. The Company shall also establish and
maintain (1) the appropriate LIBOR Fund and Protective Stock
Fund within each Account, and (2) the appropriate Pre-2005
Subaccount and Post-2004 Subaccount within each Account.
Within each Account and Subaccount, the Company may establish and
maintain records on a Plan Year basis, on an aggregate basis, or in
such other manner as it may from time to time determine.
(b) Credits to Accounts
. Before January 1, 2005, the Company credited cash or
stock allotments to the Participant Accounts as set forth in the
Plan as in effect at such time. Effective as of
January 1, 2005, as of the date that any Deferrable
Compensation would otherwise have been paid to a Participant, the
Company shall credit the amount otherwise due to the Participant to
the Participant’s Account. Each amount credited to an Account
shall also be allocated to the appropriate Subaccount or
Subaccounts within such Account.
(c) Investment Election
. Each Participant shall from time to time designate, in such
manner as may be approved by the Company, the amount to be
allocated to each of the LIBOR Fund or to the Protective Stock
Fund, as elected by the Participant. The Company may, in its
discretion, (1) establish minimum amounts (in terms of dollar
amounts or percentages) that may be allocated to either Fund, and
(2) establish rules regarding the time at which any such
election (or any change in such election permitted under
Section 4(d)) shall become effective. Transfers between the
LIBOR Fund and the Protective Stock Fund in a Participant’s
Account shall not be permitted. If a Participant fails to
make a valid election with respect any amount allocated to the
Participant’s Account (or if any such election ceases to be
effective), such amount shall be deemed invested in the LIBOR
Fund.
(d) Change in Designation
of Funds . Any change in the Funds designated with
respect to all or any portion of a Participant’s Account
shall comply with the currently applicable rules established
by the Committee and all rules applicable with respect to any
initial designation of such Phantom Funds.
(e) Allocations to LIBOR
Fund. Allocations to the LIBOR Fund shall be based
upon the amount deferred as of the date of allocation.
(f) Allocations to
Protective Stock Fund. If Deferrable Compensation
that was payable in shares of Common Stock has been deferred and
allocated to the Protective Stock Fund, a number of stock
equivalents equal to the number of shares of Common Stock deferred
shall be
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credited to the Participant’s
Account as of the date such Deferrable Compensation would otherwise
have been paid to the Participant. If Deferrable Compensation
that was payable in cash has been deferred and allocated to the
Protective Stock Fund, the Protective Stock Fund in the
Participant’s Account shall be credited with a stock
equivalent that shall be equal to the number of full and fractional
shares of Common Stock that could be purchased with the dollar
amount of the allocation, based on the average of the Closing Price
of the Common Stock for the twenty (20) trading days ending on the
day preceding the date of allocation.
(g) Crediting of Phantom
Investment Experience . (1) LIBOR Fund.
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