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THE ALLMERICA FINANCIAL NON-QUALIFIED RETIREMENT SAVINGS PLAN

Employee Benefits Plan Agreement

THE ALLMERICA FINANCIAL NON-QUALIFIED RETIREMENT SAVINGS PLAN | Document Parties: First Allmerica Financial Life Insurance Company | State Mutual Life Assurance Company of America You are currently viewing:
This Employee Benefits Plan Agreement involves

First Allmerica Financial Life Insurance Company | State Mutual Life Assurance Company of America

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Title: THE ALLMERICA FINANCIAL NON-QUALIFIED RETIREMENT SAVINGS PLAN
Governing Law: United States Of America     Date: 2/25/2005
Industry: Insurance (Prop. and Casualty)     Sector: Financial

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Exhibit 10.64

 

THE ALLMERICA FINANCIAL

NON-QUALIFIED RETIREMENT SAVINGS PLAN

(Effective January 1, 2005)

 


TABLE OF CONTENTS

 

THE ALLMERICA FINANCIAL

NON-QUALIFIED RETIREMENT SAVINGS PLAN

 

ARTICLE


  

TITLE


   PAGE

I

  

NAME, PURPOSE AND EFFECTIVE DATE OF PLAN

   1

II

  

DEFINITIONS

   1

III

  

ELIGIBILITY AND PARTICIPATION

   7

IV

  

PARTICIPANT ACCOUNTS, SALARY REDUCTION ELECTIONS AND PLAN BENEFITS

   9

V

  

VESTING AND PAYMENT OF PLAN BENEFITS

   12

VI

  

PLAN ADMINISTRATION

   14

VII

  

AMENDMENT AND TERMINATION

   15

VIII

  

MISCELLANEOUS

   15

 


THE ALLMERICA FINANCIAL

NON-QUALIFIED RETIREMENT SAVINGS PLAN

 

ARTICLE I

 

NAME, PURPOSE AND EFFECTIVE DATE OF PLAN

 

1.01 Name and Purpose of Plan . This Plan shall be known as The Allmerica Financial Non-Qualified Retirement Savings Plan (the “Plan”).

 

This Plan has been adopted by First Allmerica Financial Life Insurance Company (“First Allmerica”). First Allmerica, formerly known as State Mutual Life Assurance Company of America, has adopted this deferred compensation plan for the benefit of certain highly compensated employees to ensure that the overall effectiveness of First Allmerica’s compensation and benefits programs for top management will attract, retain and motivate qualified personnel. This Plan is intended to be a non-qualified and unfunded plan, maintained by First Allmerica solely for the purpose of providing deferred compensation benefits to a select group of management or highly compensated employees.

 

1.02 Plan Effective Date . The effective date of this Plan is January 1, 2005.

 

ARTICLE II

 

DEFINITIONS

 

As used in this Plan, the following words and phrases shall have the meanings set forth herein unless a different meaning is clearly required by the context.

 

2.01 “Accrued Benefit” means the sum of the balances in a Participant’s Employee Contribution Account, Employer Contribution Account and Additional Employer Contribution Account.

 

2.02 “Annualized Base Compensation” means the total Base Compensation anticipated to be paid by the Company to an Employee during a twelve-month period, excluding any anticipated compensation increases and any anticipated bonuses and non-cash compensation. Provided , however , that Annualized Base Compensation shall be determined without reduction for (i) any anticipated Code Section 401(k) salary reduction contributions to be contributed on the Employee’s behalf for the Plan Year to the Defined Contribution Plan, (ii) the amount of any anticipated salary reduction contributions to be contributed on the Employee’s behalf for the Plan Year to any Code Section 125 plan sponsored by the Company, and (iii) the amount of any anticipated Base Compensation to be deferred pursuant to the terms of this Plan.

 

1

 


For an Employee employed by the Company on a December 1, the Employee’s Annualized Base Compensation shall be determined by the Plan Administrator for the immediately succeeding Plan Year. For an Employee who first completes an Hour of Service after a December 1, the Employee’s initial Annualized Base Compensation shall be determined by the Plan Administrator as of the date the Employee first completes an Hour of Service, with subsequent Annualized Base Compensation amounts being determined by the Plan Administrator for each such Employee employed by the Company on a December 1 as of such date for the immediately succeeding Plan Year.

 

2.03 “Base Compensation” means the total base compensation paid to an Employee by the Company during a Plan Year, excluding bonuses and non-cash compensation, as reported on the Employee’s W-2 for the Plan Year. Provided , however , that Base Compensation shall be determined without reduction for (i) any Code Section 401(k) salary reduction contributions contributed on the Employee’s behalf for the Plan Year to the Defined Contribution Plan, (ii) the amount of any salary reduction contributions contributed on the Employee’s behalf for the Plan Year to any Code Section 125 plan sponsored by the Company, and (iii) the amount of any Base Compensation deferred pursuant to the terms of this Plan.

 

2.04 “Beneficiary” means the person, trust, organization or estate designated to receive Plan benefits payable on or after the death of a Participant.

 

2.05 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

 

2.06 “Company” means First Allmerica Financial Life Insurance Company (herein sometimes referred to as the “Employer” or “First Allmerica”).

 

2.07 “Compensation” means, except for those amounts excluded below, the total salary, bonuses and other taxable remuneration paid to an Employee by the Company during a Plan Year, as reported on the Employee’s W-2 for the Plan Year. Provided , however , that Compensation shall be determined without reduction for (i) any Code Section 401(k) salary reduction contributions contributed on the Employee’s behalf for the Plan Year to the Defined Contribution Plan, (ii) the amount of any salary reduction contributions contributed on the Employee’s behalf for the Plan Year to any Code Section 125 plan sponsored by the Company, and (iii) the amount of any Base Compensation deferred pursuant to the terms of this Plan.

 

Notwithstanding the above, Compensation shall not include:

 

  (i) incentive compensation paid to Employees pursuant to the Company’s Executive Long Term Performance Unit Plan or pursuant to any similar or successor executive incentive compensation plan;

 

2

 


  (ii) Employer contributions to a deferred compensation plan or arrangement (other than salary reduction contributions to a Section 401(k) or 125 plan or amounts deferred pursuant to the terms of this Plan, as described above) either for the Plan Year of deferral or for the Year included in the Employee’s gross income;

 

  (iii) any income which is received by or on behalf of an Employee in connection with the grant, receipt, settlement, exercise, lapse of risk of forfeiture or restriction on transferability, or disposition of any stock option, stock award, stock grant, stock appreciation right or similar right or award granted under any plan, now or hereafter in effect, of the Company or any successor to the Company, its parent, any such successor’s parent, its subsidiaries or affiliates, or any stock or securities underlying any such option, award, grant or right;

 

  (iv) severance payments paid in a lump sum;

 

  (v) Code Section 79 imputed income, long term disability payments and workers’ compensation payments;

 

  (vi) taxable moving expense allowances or taxable tuition or other educational reimbursements;

 

  (vii) non-cash taxable benefits provided to executives, including the taxable value of Company-paid club memberships, chauffeur services and Company-provided automobiles; and

 

  (viii) other taxable amounts received other than cash compensation for services rendered, as determined by the Plan Administrator.

 

2.08 “Defined Contribution Plan” means the Allmerica Financial Retirement Savings Plan, a qualified retirement plan, as in effect from time to time.

 

2.09 “Employee” means a full-time salaried employee of the Company.

 

2.10 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

 

2.11 “Hour of Service” means:

 

  (a) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Company. For purposes of the Plan an Employee shall be credited with 45 Hours of Service for each complete or partial week he or she would be credited with at least one Hour of Service under this Section 2.11.

 

3

 


  (b) Each hour for which an Employee is paid, or entitled to payment, by the Company on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. Notwithstanding the preceding sentence:

 

  (i) No more than 1000 hours shall be credited to an Employee under this Subsection (b) on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period);

 

  (ii) No hours shall be credited under this Subsection (b) for any payments made or due under a plan maintained solely for the purpose of complying with any applicable worker’s compensation, unemployment compensation or disability insurance laws; and

 

  (iii) No hours shall be credited under this Subsection (b) for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee.

 

For purposes of this Subsection (b) a payment shall be deemed to be made by or due from the Company regardless of whether such payment is made by or due from the Company directly, or indirectly, through, among others, a trust fund or insurer, to which the Company contributes or pays premiums.

 

  (c) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Company. The same Hours of Service shall not be both credited under Subsections (a) or (b), as the case may be, and under this Subsection. No more than 501 Hours shall be credited under this Subsection for a period of time during which an Employee did not or would not have performed duties.

 

  (d) Special rules for determining Hours of Service under Subsection (b) or (c) for reasons other than the performance of duties .

 

In the case of a payment which is made or due which results in the crediting of Hours of Service under Subsection (b) or in the case of an award or agreement for back pay, to the extent that such an award or agreement is made with respect to a period during which an Employee performs no duties, the number of Hours of Service to be credited shall be determined as follows:

 

  (i) In the case of a payment made or due which is calculated on the basis of units of time (such as days or weeks), the number of Hours of Service to be credited to Employees shall be determined as provided in Subsection (a).

 

4

 


  (ii) Except as provided in Paragraph (d)(iii), in the case of a payment made or due which is not calculated on the basis of units of time, the number of Hours of Service to be credited shall be equal to the amount of the payment divided by the Employee’s most recent hourly rate of compensation (as determined below) before the period during which no duties are performed.

 

  A. In the case of Employees whose compensation is determined on the basis of a fixed rate for specified periods of time (other than hours) such as days or weeks, the hourly rate of compensation shall be the Employee’s most recent rate of compensation for a specified period of time (other than an hour), divided by the number of hours regularly scheduled for the performance of duties during such period of time.

 

  B. In the case of Employees whose compensation is not determined on the basis of a fixed rate for specified periods of time, the Employee’s hourly rate of compensation shall be the lowest hourly rate of compensation paid to Employees in the same job classification as that of the Employee or, if no Employees in the same job classification have an hourly rate, the minimum wage as established from time to time under Section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended.

 

  (iii) Rule against double credit . An Employee shall not be credited on account of a period during which no duties are performed with more hours than such Employee would have been credited but for such absence.

 

  (e) Crediting of Hours of Service to computation periods .

 

  (i) Hours of Service described in Subsection (a) shall be credited to the Employee for the computation period or periods in which the duties are performed.

 

5

 


  (ii) Hours of Service described in Subsection (b) shall be credited as follows:

 

  A. Hours of Service credited to an Employee on account of a payment which is calculated on the basis of units of time (such as days or weeks) shall be credited to the computation period or periods in which the period during which no duties are performed occurs, beginning with the first unit of time to which the payment relates.

 

  B. Hours of Service credited to an Employee by reason of a payment which is not calculated on the basis of units of time shall be credited to the computation period in which the period during which no duties are performed occurs, or if the period during which no duties are performed extends beyond one computation period, such Hours of Service shall be allocated between not more than the first two computation periods in accordance with reasonable rules established by the Company, which rules shall be consistently applied with respect to all Employees within the same job classification, reasonably defined.

 

  (iii) Hours of Service described in Subsection (c) shall be credited to the computation period or periods to which the award or agreement for back pay pertains, rather than to the computation period in which the award, agreement or payment is made.

 

  (f) Rules for Non-Paid Leaves of Absence. For purposes of the Plan, an Employee will also be credited with Hours of Service during any non-paid leave of absence granted by the Company. The number of Hours of Service to be credited under this Subsection (f) shall be determined as provided in Subsection (a); provided , however , that no more than the number of Hours in one regularly scheduled work year of the Company will be credited for each non-paid leave of absence. Hours of Service described in this Subsection (f) shall be credited to the Employee for the computation period or periods during which the leave of absence occurs.

 

2.12 “Normal Retirement Age” means age 65.

 

2.13 “Participant” means an Employee who satisfies the conditions for participation set forth in Subsections 3.01(a), 3.01(b) or 3.01(c).

 

2.14. “Plan Year” means a calendar year.

 

6

 


2.15 “Year of Service” means each computation period during which an Employee completes at least 1,000 Hours of Service with the Company, commencing on the date an Employee first completes an Hour of Service and each twelve-month period commencing on the anniversary of such date.

 

ARTICLE III

 

ELIGIBILITY AND PARTICIPATION

 

3.01 

(a)     Eligibility to Make Base Compensation Deferrals . To be eligible to make Base Compensation Deferrals for a Plan Year, to be credited to his or her Employee Contribution Account, an employee of the Company must meet the following requirements:

 

  (i) be an Employee who is not on a leave of absence from the Company (paid or unpaid) on December 1 of the immediately preceding Plan Year;

 

  (ii) have an Annualized Base Compensation for the Plan Year (calculated as described in Section 2.02 of the Plan) in excess of the Code Section 401(a)(17) compensation limit in effect for the Defined Contribution Plan for such Plan Year ($210,000 for 2005); and

 

  (iii) for eligible Employees who are employed on a December 1, have executed a Salary Reduction Agreement satisfactory to the Plan Administrator prior to the commencement of the Plan Year for which Base Compensation Deferrals shall be effective (or, for eligible Employees who first complete an Hour of Service after a December 1, have executed such a Salary Reduction Agreement within 30 days of the date they first complete an Hour of Service).

 

Notwithstanding (iii) above, for the 2005 Plan Year only, an otherwise eligible Employee employed by the Company on December 1, 2004, may execute a Salary Reduction Agreement satisfactory to the Plan Administrator on or prior to January 31, 2005 in order to be eligible to make deferrals of Base Compensation paid on or after the effective date of the election.

 

  (b) Eligibility for Company-Paid Contribution . To be eligible to receive a Company-paid contribution for a Plan Year, to be credited to an Employer Contribution Account to be established for each such eligible Employee, an employee must meet the following requirements:

 

  (i) be an Employee;

 

7

 


  (ii) have Compensation for the Plan Year (as

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