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Exhibit 10.7
Principal Life Insurance Company, Raleigh, NC
27612
A member of the Principal Financial Group
®
THE EXECUTIVE NONQUALIFIED DEFINED BENEFIT
PLAN
ADOPTION AGREEMENT
THIS AGREEMENT is the adoption by Kforce Inc. (the
"Company") of the Executive Nonqualified Defined Benefit Plan
("Plan").
W I T N E S S E T H :
WHEREAS, the Company desires to adopt the Plan as an unfunded,
nonqualified deferred compensation plan; and
WHEREAS, the provisions of the Plan are intended to comply with
the requirements of Section 409A of the Code and the
regulations thereunder and shall apply to amounts subject to
section 409A; and
WHEREAS, the Company has been advised by Principal Life
Insurance Company to obtain legal and tax advice from its
professional advisors before adopting the Plan,
NOW, THEREFORE, the Company hereby adopts the Plan in accordance
with the terms and conditions set forth in this Adoption
Agreement:
ARTICLE I
Terms used in this Adoption Agreement shall have the same
meaning as in the Plan, unless some other meaning is expressly
herein set forth. The Employer hereby represents and warrants that
the Plan has been adopted by the Employer upon proper
authorization, and the Employer hereby elects to adopt the Plan for
the benefit of its Participants as referred to in the Plan. By the
execution of this Adoption Agreement, the Employer hereby agrees to
be bound by the terms of the Plan.
1
ARTICLE II
The Employer hereby makes the following designations or
elections for the purpose of the Plan:
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2.9
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Committee: The duties of the Committee
set forth in the Plan shall be satisfied by:
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(a)
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Company
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(b)
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The administrative committee appointed by the
Board to serve at the pleasure of the Board.
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(c)
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Board.
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(d)
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Other (specify): The Compensation Committee
of the Board .
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2.13
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Early Retirement Eligibility:
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(a)
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The Employer does not permit early
retirement.
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(b)
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The Employer does permit early retirement. "Early
Retirement Eligibility" shall mean:
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(i)
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Attaining age
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(ii)
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Completing
years of Service.
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XX
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(iii)
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Other: Except as determined by the Committee
at the time of a Participant’s enrollment in the Plan, the
earlier of the occurrence of a Change in Control or the later
of:
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(a) Attaining age
55 , and
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(b) Completing
10 years of Service.
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For purposes of Early Retirement Eligibility,
"years of Service" shall mean:
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(a)
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the elapsed period of time beginning on the date
the Participant first enters Service with the Employer and ending
on the date the Participant becomes an Inactive
Participant.
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(b)
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the elapsed period of time beginning on the Entry
Date of the Participant into the Plan and ending on the date the
Participant becomes an Inactive Participant.
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(c)
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Other: The total number of full years in
which a Participant is employed by an Employer. A year of
employment shall be a 365 day period (or 366 day period in the case
of a leap year) that begins on the later of December 31, 2006
or the Participant’s date of hire, and for any subsequent
year, commences on the anniversary of such date. The Committee in
sole discretion shall determine whether any partial year of
employment shall be counted as a Year of Service and such
determination need not be the same for each year or for each
Participant.
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2.14
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Effective Date:
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(a)
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This is a newly-established Plan, and the
Effective Date of the Plan is
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XX
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(b)
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This is an amendment and restatement of a plan
named Kforce Inc. Supplemental Executive Retirement
Plan with an effective date of December 31,
2006 . The Effective Date of this amended and restated Plan
is December 31, 2006 . This is amendment number
1 .
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XX
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(i)
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All Plan benefits shall be subject to the
provisions of this amended and restated Plan.
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(ii)
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Any Grandfathered Amounts shall be subject to the
Plan rules in effect on October 3, 2004.
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2.22
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Normal Retirement Date: The "Normal
Retirement Date" of a Participant shall be the 1
st day of the month
on or next following:
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(a)
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Attaining age 65 .
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(b)
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The later of
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i.
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Attaining age
, and
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ii.
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Completing
years of Service.
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For purposes of the Normal Retirement Date,
"years of Service" shall mean:
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(a)
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the elapsed period of time beginning on the date
the Participant first enters Service with the Employer and ending
on the date the Participant becomes an Inactive
Participant.
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(b)
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the elapsed period of time beginning on the Entry
Date of the Participant into the Plan and ending on the date the
Participant becomes an Inactive Participant.
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(c)
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Other:
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2.24
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Participating Employer: As of the
Effective Date, the following Participating Employer(s) are parties
to the Plan:
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Name of Employer
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Address
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Telephone No.
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EIN
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Kforce Inc.
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1001 East Palm Avenue
Tampa, FL 33605
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(813)552-1404
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59-3264461
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2.25
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Plan: The name of the "Plan" as applied
to the Employer is
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Kforce Inc. Supplemental Executive
Retirement Plan .
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2.27
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Plan Year : The "Plan Year" shall end
on the last day of the month of December .
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3
If the Participant Separates from Service
before reaching the Early Retirement Date, the Participant shall
not have an Accrued Benefit.
For the other Qualifying Distribution Events, the
Participant’s Accrued Benefit on a Straight Life basis is a
monthly amount equal to (a) X (b) X [(c) / (d)],
where
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(a)
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equals the Participant’s
Average Compensation, divided by 12;
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(c)
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equals the Participant’s
Years of Service as of the date the Participant becomes an Inactive
Participant; and
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(d)
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equals the Participant’s
projected Years of Service determined as if the Participant
continued employment until the Normal Retirement
Age;
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and where [(c) / (d)] shall not exceed
one.
If the Qualifying Distribution Event is after a
Participant’s Normal Retirement Date, the benefit percentage
in (b) above is replaced with the following percentage based
on the Participant’s age:
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Age 66
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47
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%
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Age 67
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49
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%
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Age 68
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51
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%
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Age 69
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53
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%
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Age 70
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55
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%
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Age 71
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57
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%
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Age 72
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59
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%
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Age 73
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61
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%
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Age 74
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63
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%
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Age 75 or older
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65
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The benefit is further increased with interest
from the first day of the month following the Normal Retirement
Date to the actual date of determination based on the interest rate
in the Present Value definition.
If the date of a Participant’s Qualifying Distribution
Event is prior to the attainment of age sixty-two (62) and ten
(10) years of service, or age fifty-five (55) and
twenty-five (25) years of service, the Accrued Benefit shall
be reduced by one half of one percent (1/2%) per month for
each month between the Participant’s event date and the
Participant’s Normal Retirement Date. For the purpose of this
factor, a year of service shall mean the total number of full years
in which a Participant is employed by an Employer. A year of
employment shall be a 365 day period (or 366 day period in the case
of a leap year) that begins on the later of December 31, 2006
or the Participant’s date of hire, and for any subsequent
year, commences on the anniversary of such date. The Committee in
sole discretion shall determine whether any partial year of
employment shall be counted as a year of service and such
determination need not be the same for each year or for each
Participant.
If the Participant is covered by an employment agreement
("Employment Agreement") and the Qualifying Distribution Event is
the Participant’s death or becoming Disabled, then the
Participant’s Accrued Benefit is modified by the
following:
If the Accrued Benefit under this Plan is greater than the
benefit under the Employment Agreement on an Actuarial Equivalent
basis, the Participant’s Accrued Benefit under this Plan is
reduced by Actuarial Equivalent benefit under the Employment
Agreement.
If the benefit under the Employment Agreement on an Actuarial
Equivalent basis is greater than or equal the Accrued Benefit under
this Plan, the Participant shall not have an Accrued Benefit under
this Plan.
4
Benefit Formula Definitions:
For purposes of the Plan, "Normal Retirement Age" shall
mean attainment of age 65 .
For purposes of the Benefit Formula , "Years of Service"
shall mean the total number of full years in which a Participant is
employed by an Employer. A year of employment shall be a 365 day
period (or 366 day period in the case of a leap year) that begins
on the later of December 31, 2006 or the Participant’s
date of hire, and for any subsequent year, commences on the
anniversary of such date. The Committee in sole discretion shall
determine whether any partial year of employment shall be counted
as a year of service and such determination need not be the same
for each year or for each Participant. In the event of a Change in
Control Event, a Participant shall be credited with additional
Years of Service, for the sole purpose of determining the SERP
Benefit under the formula set forth in this Section 4.2, in an
amount equal to one additional year of Year of Service for each
year of employment completed by the Participant prior to the
effective date of the Plan (not to exceed ten (10)); provided,
however, that in no event shall the crediting of such additional
Years of Service result in, or entitle a Participant (or his or her
Beneficiary) to receive a benefit in excess of the maximum benefit
that may be paid the under formula described in this
Section 4.2. Additional years of service may be credited at
death or becoming Disabled based on the Participant’s
employment agreement, if any.
The " Compensation " of a Participant shall mean all of a
Participant’s base salary received as an Employee and
Bonus.
The "Average Compensation" of a Participant shall mean
the highest average of a Participant’s Compensation for any
three (3) full Pay Years (or, if the Participant has been
employed for less than three (3) full Pay Years, the actual
number of the Participants full Pay Years) out of the last ten
(10) full Pay Years preceding the date benefits are being
determined.
If the Participant has not completed the entire Pay Year period
specified by the Average Compensation computation since his Entry
Date, the Average Compensation shall be based on those full Pay
Years that have been completed since his Entry Date.
The " Pay Year " shall mean the consecutive 12-month
period ending on the last day of the month of December .
5
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4.3
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Vesting Percentage: An Active
Participant shall be fully vested in the Accrued Benefit upon the
first to occur of the following:
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(a)
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Normal Retirement Date.
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(b)
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Death.
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(c)
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Becoming Disabled.
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(d)
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Change in Control Event.
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(e)
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Other:
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(f)
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Satisfaction of the vesting requirements as
specified below:
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(i)
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Immediate 100% vesting.
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(ii)
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100% vesting after
completed whole years of Service. Before such time, the Vesting
Percentage shall be 0%.
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(iii)
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100% vesting after age
. Before such time, the Vesting Percentage shall be 0%.
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(iv)
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Completed Years of
Service
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Vesting
Percentage
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Less than 1 Year
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_____
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%
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___Years
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___Years
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_____
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___Years
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_____
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___Years
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_____
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%
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___Years
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%
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___ or more Years
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%
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XX
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(v)
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Other: A Participant’s vested
percentage shall be determined in accordance with the schedule set
forth in an agreement entered into between the Participant and
Employer, if any. If the Participant has not entered into an
agreement with the Employer regarding vesting of Plan benefits, the
Participant’s benefits under the Plan shall become 100%
vested upon the attainment of at least age fifty-five
(55) with ten (10) or more Years of Service, and shall be
0% vested prior to such date. Notwithstanding the foregoing, if the
Participant’s employment is involuntarily terminated by the
Employer for reasons other than Cause after 5 years of service, or
upon death, Disability or a Change in Control, the Participant
shall be fully vested in his or
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