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Return to 10-K
Exhibit 10.11
AMENDED AND RESTATED
RAYMOND JAMES FINANCIAL
LONG-TERM INCENTIVE PLAN
PREAMBLE
Raymond James Financial, Inc. (the "Company") has
previously established the Raymond James Financial Long-Term
Incentive Plan (the "Plan"), effective October 1, 2000, for a
select group of management or highly compensated employees in order
to attract, retain and motivate qualified personnel for the Company
and its Related Employers.
This Plan is being redesigned and restated in
this document, effective as of January 1, 2005, as a result of
changes made by the adoption of Code Section 409A and otherwise.
Also, Accounts held for certain former participants in this Plan
were spun off into a newly created Raymond James Financial
Long-Term Bonus Plan after September 30, 2005 and this Plan will no
longer govern such spun off Accounts and benefits. However, this
Amendment and Restatement shall apply to such spun off Accounts and
benefits from the Effective Date until the effective date of the
Long-Term Bonus Plan.
This Plan was amended in December 2005 (which
amendment will not be affected by this Amendment and Restatement)
to permit, among other things, each continuing Participant in this
Plan who, prior to January 1, 2005, made any deferral election
under the Plan, to make new payment elections prior to December 31,
2005 (both as to the form and timing of a payment) with respect to
amounts previously deferred, each such election to be consistent
with the provisions of the Plan as they may exist as of January 1,
2005 (after giving effect to this and any other retroactive
amendments to the Plan). All such new elections shall be consistent
with the terms and conditions of this Amendment and Restatement and
shall be governed by this Amendment and Restatement.
ARTICLE I
Definitions
(a) " Account
" shall mean a Participant’s Employer
Contribution Account as described in Article IV.
(b) " Code
" shall mean the Internal Revenue Code of
1986, as it may be amended from time to time. Reference to a
specific Code Section shall include any successor
provision.
(c) " Committee
" shall mean the Compensation Committee of
the Board of Directors of the Company.
(d) " Company
" shall mean Raymond James Financial, Inc.,
a Florida corporation, and its successor or successors.
(e) " Disability
" shall mean a disability within the
meaning of the provisions of the Raymond James, Financial, Inc.
Long-Term Disability Plan; provided, however, that such event is
also an event of disability within the meaning of Code Section
409A.
(f) " Early Retirement
Date " shall mean, with respect to a
Participant, the date that is the earliest of (1) the date at or
after the Participant attains age 55 when the number of the
Participant’s years of service plus the age of the
Participant equals 75 or (2) the date at or after the Participant
attains age 60 when the Participant has at least five years of
service. For these purposes, "years of service" shall be determined
in accordance with the vesting provisions of the Raymond James
Financial, Inc. and Affiliates Profit Sharing Plan as it may exist
from time to time.
(g) " Effective Date
" of this Amendment and Restatement shall
be January 1, 2005.
(h) " Normal Retirement
Date " shall mean, with respect to a
Participant, the date on which the Participant attains age
65.
(i) " Participant
" shall mean any employee of the Company or
a Related Employer who is covered by this Plan as provided in
Article III.
(j) " Period of Credited
Service " shall mean the period from
October 1 of one year through September 30 of the next
year.
(k) " Plan
" shall mean the Raymond James Financial
Long-Term Incentive Plan as set forth herein and as it may be
amended from time to time.
(l) " Plan
Administrator " shall mean the
Committee or its designee(s).
(m) " Plan Year
" shall mean the 12-month period ending on
the last day of September.
(n) " Related
Employer " shall mean a corporation,
limited liability company or other business entity that is
affiliated with the Company, that has elected to adopt the Plan,
and that the Company, in its sole discretion, allows to participate
in the Plan as a participating employer.
(o) " Separation from
Service " shall mean the termination of
employment of a Participant (whether for death, disability,
retirement or otherwise) with his or her Service Recipient if such
termination qualifies as a separation from service within the
meaning of Code Section 409A.
(p) " Service
Recipient " shall mean a
Participant’s employer and all other corporations and other
persons with whom such employer would be considered as a single
employer under Code Section 414(b) or Code Section
414(c).
(q) " Specified
Employee " shall mean a Participant who
is a key employee (as defined in Code Section 416(i) (without
regard to Code Section 416(i)(5)) of a Service Recipient at any
time during the 12-month period ending on September 30 as long as
any stock of the Service Recipient is publicly traded on an
established securities market or otherwise. Any such person shall
be treated as a Specified Employee during the 12-month period
beginning on January 1 following such September 30.
ARTICLE II
Administration
(a) Plan
Administrator .
(1) The Plan
Administrator shall have complete control and discretion to manage
the operation and administration of the Plan. Not in limitation,
but in amplification of the foregoing, the Plan Administrator shall
have the following powers:
(A) to determine all
questions relating to the eligibility of employees to participate
or continue to participate;
(B) to maintain all
records and books of account necessary for the administration of
the Plan;
(C) to interpret the
provisions of the Plan and to make and to publish such interpretive
or procedural rules as are not inconsistent with the Plan and
applicable law;
(D) to compute,
certify and arrange for the payment of benefits to which any
Participant or beneficiary is entitled;
(E) to process
claims for benefits under the Plan by Participants or
beneficiaries;
(F) to engage
consultants and professionals to assist the Plan Administrator in
carrying out its duties under this Plan;
(G) to develop and
maintain such instruments as may be deemed necessary from time to
time by the Plan Administrator to facilitate payment of benefits
under the Plan; and
(H) to establish
such accounting procedures as are necessary to implement the
provisions of the Plan.
(2) The Plan
Administrator may designate a committee, one or more employees or
other individuals, one or more Company positions, and/or other
designee(s), to assist the Plan Administrator in the administration
of the Plan and the performance of the duties required of the Plan
Administrator hereunder.
(b) Plan
Administrator’s Authority . The
Plan Administrator may consult with Company officers, legal and
financial advisers to the Company and others, but nevertheless the
Plan Administrator shall have the full authority and discretion to
act, and the Plan Administrator’s actions shall be final and
conclusive on all parties.
ARTICLE III
Eligibility and Participation
(a)
Eligibility . The Company or
a Related Employer shall determine those of its employees who are
eligible to participate in the Plan, subject to standards of
eligibility as established by the Committee from time to time and
subject to the requirement that the Plan be maintained primarily
for the purpose of providing deferred compensation for a select
group of management or highly compensated employees (within the
meaning of the Employee Retirement Security Act, as amended).
Accordingly, an employee of the Company or a Related Employer who,
in the opinion of the Company or a Related Employer based upon the
then applicable Committee-established guidelines, has contributed
or is expected to contribute significantly to the growth and
successful operations of the Company or a Related Employer, who is
a member of a select group of management or highly compensated
employees, and who meets any additional criteria for eligibility
established by the Committee will be eligible to become a
Participant.
(b)
Participation . An eligible
employee shall become a Participant in the Plan at such time as a
contribution is credited to the Account of such person in
accordance with the provisions of Article IV.
ARTICLE IV
Company Contributions, Participant
Accounts
and Investment of Accounts
(a) Discretionary
Contributions . The Company or a
Related Employer may, in accordance with the provisions of Article
III, determine to credit an eligible employee with a discretionary
contribution with respect to a Plan Year. The amount to be
contributed shall be determined by the Committee in its sole
discretion.
(b) Participant
Accounts .
(1) Amounts, if any,
credited to a Participant pursuant to this Plan shall be recorded
by the Plan Administrator in an Employer Contribution Account
maintained in the name of the Participant. A separate Account shall
be maintained for each Plan Year that a person receives a
contribution.
(2) All amounts that
are credited to a Participant’s Account shall be credited
solely for purposes of accounting and computation, and no fund
shall be set side with respect thereto, except as may be provided
in paragraph (e) below. A Participant shall not have any interest
in or right to any such Account at any time.
(3) The Plan shall
be unfunded for all federal tax purposes. All amounts recorded in
an Account, a Participant’s interest in the Plan and any
amounts provided under the Plan shall constitute an unsecured
promise by the Company or a Related Employer to pay benefits in the
future, and a Participant shall have the status of a general
unsecured creditor of the Company or Related Employer. All amounts
credited to a Participant’s Accounts will remain as general
assets of the Company or a Related Employer and shall remain
subject to the claims of the Company’s or the Related
Employer’s creditors until such time as the amounts are
distributed to the Participant.
(c) Crediting and
Debiting of Accounts .
(1) As provided in
paragraph (b)(1) above, a Participant’s Account shall be
credited with the amounts contributed to the Plan on behalf of the
Participant with respect to a Plan Year. The Account thereafter
shall be credited (or debited) from time to time based upon the
Participant’s allocable share of the return (including any
negative return) on the investment or deemed investment of the
amounts credited to the Participant’s Account (which
investments or deemed investments shall be determined by the Plan
Administrator). Upon distribution or forfeiture of amounts in the
Account, the Account shall be debited with the amount of the
distribution or forfeiture, as the case may be.
(2) The Plan
Administrator shall establish such rules and procedures as are
necessary for purposes of crediting and debiting the
Participants’ Accounts from time to time. Without limitation
on the foregoing, lump sum distributions shall be based on the
value of the Accounts of a Participant as of the date of
distribution or a record date that is (i) established by the
Committee, (ii) applied on a consistent and nondiscriminatory
basis, (iii) on or after the date of the event giving rise to the
distribution, and (iv) no more than sixty (60) days prior to date
of distribution.
(d) Account
Valuation .
(1) The value of a
Participant’s Account(s) shall be determined by the Plan
Administrator, and the Plan Administrator may establish such
accounting procedures as are necessary to account for the
Participant’s interest in the Plan. Each Participant’s
Account(s) shall be valued as of the last day of each Plan Year
and/or such other date or dates as may be determined from time to
time by the Plan Administrator.
(2) At least
annually, the Plan Administrator shall furnish each Participant
with a statement of the
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