Exhibit 10.17
UNUM GROUP
(f/k/a UNUMPROVIDENT
CORPORATION)
BROAD-BASED STOCK PLAN OF
2001
(as amended February 8,
2001; as amended August 15, 2007)
ARTICLE I
PURPOSE
1.1
GENERAL . The purpose of the Unum Group
Broad-Based Stock Plan of 2001, as amended by the Board on
February 8, 2001 and as further amended by the Committee (as
herein defined) on August 15, 2007 (the “Plan”) is
to promote the success, and enhance the value, of UnumProvident
Corporation (the “Corporation”), by linking the
personal interests of its employees, officers, consultants, and
Producers to those of Corporation stockholders and by providing
such persons with an incentive for outstanding performance. The
Plan is further intended to provide flexibility to the Corporation
in its ability to motivate, attract, and retain the services of
employees, officers, consultants and Producers upon whose judgment,
interest, and special effort the successful conduct of the
Corporation’s operation is largely dependent. Accordingly,
the Plan permits the grant of incentive awards from time to time to
selected employees, officers, consultants, Producers and directors.
The Plan is intended to be a broad-based plan for purposes of Rule
312.03 of the NYSE Listed Company Manual. No awards shall be
granted under the Plan to its Officers or Directors (as defined
below).
ARTICLE 2
EFFECTIVE DATE
2.1
EFFECTIVE DATE . (a) The Plan shall be
effective as of the date upon which it shall be approved by the
Board (the “Effective Date”).
(b) Each amendment of the Plan shall be effective as of the
effective date of each such amendment as set forth in
Section 1.1.
ARTICLE 3
DEFINITIONS
3.1
DEFINITIONS . When a word or phrase appears in
this Plan with the initial letter capitalized, and the word or
phrase does not commence a sentence, the word or phrase shall
generally be given the meaning ascribed to it in this Section or in
Section 1.1 unless a clearly different meaning is required by
the context. The following words and phrases shall have the
following meanings:
(a)
“Board”
means the Board of Directors of the Corporation.
(b)
“Change in
Control” means and includes each of the following:
(1)
any “person” or “group” as those terms are
used in Sections 13(d) and 14(d), respectively, of the 1934 Act,
other than the Maclellan family or a trustee or other fiduciary
holding securities under an employee benefit plan of the
Corporation, or a corporation owned, directly or indirectly, by the
stockholders of the Corporation in substantially the same
proportions as their ownership of stock of the Corporation, is or
becomes the “beneficial owner,” (as defined in Rule
13d-3 of the 1934 Act), directly or indirectly, of securities of
the Corporation representing thirty percent (30%) or more of
the combined voting power of the Corporation’s then
outstanding securities and (ii) the “group”
comprised of the Maclellan family does not then beneficially own,
directly or indirectly, securities of the Corporation representing
more than thirty percent (30%) of the combined voting power of
the Corporation’s then outstanding securities; or
(2)
the stockholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation, other
than a merger or consolidation which would result in the voting
securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity)
more than fifty percent (50%) of the combined voting power of
the voting securities of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation, or the
stockholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all the
Corporation’s assets.
(c)
“Code” means the Internal Revenue Code of 1986, as
amended from time to time.
(d)
“Committee” means the committee of the Board described
in Article 4.
(e)
“Corporation” means Unum Group (f/k/a UnumProvident
Corporation), a Delaware corporation.
(f)
“Director”, when used as a capitalized term, shall mean
a member of the Board of Directors of the Company.
(g)
“Disability” means the Participant is (1) 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 twelve (12) months, or
(ii) 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 not less than
twelve (12) months, receiving income replacement benefits for
a period of not less than three (3) months under an accident
and health plan covering employees of the Participant’s
employer. The Committee may require such medical or other evidence
as it deems necessary to judge the nature and duration of the
Participant’s condition.
(h)
“Effective Date” has the meaning assigned such term in
Section 2.1.
(i)
“Fair Market Value”, on any date, means (i) if the
Common Stock is listed on a securities exchange or traded over the
Nasdaq National Market, the average of the high and low market
prices reported in The Wall Street Journal at which a Share
of Common Stock shall have been sold on such day or on the next
preceding trading day if such date was not a trading day, or
(ii) if the Common Stock is not listed on a securities
exchange or traded over the Nasdaq National Market, Fair Market
Value shall be determined by the Committee in its good faith
discretion using a reasonable valuation method which shall include
consideration of the following factors, as applicable: (i) the
value of the Company’s tangible and intangible assets;
(ii) the present value of the Company’s future
cash-flows; (iii) the market value of stock or equity
interests in similar corporations and other entities engaged in
substantially similar trades or businesses, the value of which can
be readily determined objectively (such as through trading prices
on an established securities market or an amount paid in an
arm’s-length private transaction); (iv) control premiums
or discounts for lack of marketability; (v) recent arm’s
length transactions involving the sale or transfer of such stock or
equity interests; and (vi) other relevant factors.]
(j)
“Non-Qualified Stock Option” means an Option that is
not intended to meet the requirements of Section 422 of the
Code or any successor provision thereto.
(k)
“NYSE” means the New York Stock Exchange, Inc.
(l)
“Officer”, when used as a capitalized term, shall mean
an “officer” of the Company as defined in Rule 16a-1(f)
under the 1934 Act (or such other definition of the term
“officer” as the NYSE may subsequently adopt for
purposes of its “broad-based” exemption for the
shareholder approval requirements of Rule 312.03 of the NYSE Listed
Company Manual).
(m)
“Option” means a right granted to a Participant under
Article 7 of the Plan to purchase Stock at a specified price during
specified time periods. Any Option granted under the Plan shall be
a Non-Qualified Stock Option.
(n)
“Option Agreement” means any written agreement,
contract, or other instrument or document evidencing an Option.
(o)
“Parent” means a corporation which owns or beneficially
owns a majority of the outstanding voting stock or voting power of
the Corporation.
(p)
“Participant” means a person who, as an employee,
officer, consultant, Producer or director of the Corporation or any
Parent or Subsidiary, has been granted an Option under the
Plan.
(q)
“Plan” means the Unum Group Broad-Based Stock Plan of
2001, as amended from time to time.
(r)
“Producer” means a producer of insurance business for
the Corporation or its Parents or Subsidiaries. For purposes of
this Plan, Producers are deemed to be consultants of the
Corporation or its Parents or Subsidiaries.
(s)
“Retirement” shall have the meaning assigned such term
in the applicable Option Agreement.
(t)
“Stock” means the $.01 par value common stock of the
Corporation and such other securities of the Corporation as may be
substituted for Stock pursuant to Article 12.
(u)
“Subsidiary” means any corporation, limited liability
company, partnership or other entity of which a majority of the
outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Corporation.
(v)
“1933 Act” means the Securities Act of 1933, as amended
from time to time.
(w)
“1934 Act” means the Securities Exchange Act of 1934,
as amended from time to time.
ARTICLE 4
ADMINISTRATION
4.1
COMMITTEE . The Plan shall be administered by
the Human Capital Committee (formerly the Compensation Committee)
of the Board (the “Committee”) or by the Board. During
any time that the Board is acting as administrator of the Plan, it
shall have all the powers of the Committee hereunder, and any
reference herein to the Committee (other than in this
Section 4.1) shall include the Board.
4.2
ACTION BY THE COMMITTEE . For purposes of
administering the Plan, the following rules of procedure shall
govern the Committee. A majority of the Committee shall constitute
a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present, and acts approved unanimously
in writing by
the members of the
Committee in lieu of a meeting, shall be deemed the acts of the
Committee. Each member of the Committee is entitled to, in good
faith, rely or act upon any report or other information furnished
to that member by any officer or other employee of the Corporation
or any Parent or Subsidiary, the Corporation’s independent
certified public accountants, or any executive compensation
consultant or other professional retained by the Corporation to
assist in the administration of the Plan.
4.3
AUTHORITY OF COMMITTEE . Except as provided
below, the Committee has the exclusive power, authority and
discretion to:
(a)
Designate Participants;
(b)
Determine the type or types of Options to be granted to each
Participant;
(c)
Determine the number of Options to be granted and the number of
shares of Stock to which an Option will relate;
(d)
Determine the terms and conditions of any Option granted under the
Plan, including but not limited to, the exercise price, grant
price, or purchase price, any restrictions or limitations on the
Option, any schedule for lapse of forfeiture restrictions or
restrictions on the exercisability of an Option, and accelerations
or waivers thereof, based in each case on such considerations as
the Committee in its sole discretion determines;
(e)
Accelerate the vesting, exercisability or lapse of restrictions of
any outstanding Option, based in each case on such considerations
as the Committee in its sole discretion determines;
(f)
Determine whether, to what extent, and under what circumstances the
exercise price of an Option may be paid in, cash, Stock, or other
property, or an Option may be canceled, forfeited, or
surrendered;
(g)
Prescribe the form of each Option Agreement, which need not be
identical for each Participant;
(h)
Decide all other matters that must be determined in connection with
an Option;
(i)
Establish, adopt or revise any rules and regulations as it may deem
necessary or advisable to administer the Plan;
(j)
Make all other decisions and determinations that may be required
under the Plan or as the Committee deems necessary or advisable to
administer the Plan;
(k)
Amend the Plan or any Option Agreement as provided herein; and
(l) Adopt such
modifications, procedures