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BROAD-BASED STOCK PLAN OF 2001

Equity Incentive Plan Agreement

BROAD-BASED STOCK PLAN OF 2001 | Document Parties: NYSE Listed Company | UNUMPROVIDENT CORPORATION You are currently viewing:
This Equity Incentive Plan Agreement involves

NYSE Listed Company | UNUMPROVIDENT CORPORATION

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Title: BROAD-BASED STOCK PLAN OF 2001
Governing Law: Tennessee     Date: 2/24/2009
Industry: Insurance (Accident and Health)     Sector: Financial

BROAD-BASED STOCK PLAN OF 2001, Parties: nyse listed company , unumprovident corporation
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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


 
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