Exhibit 10.4
ASSURANT, INC.
AMENDED AND RESTATED DIRECTORS
COMPENSATION PLAN
ARTICLE 1
PURPOSE
1.1 PURPOSE. The purpose
of the Assurant, Inc. Amended and Restated Directors Compensation
Plan is to attract, retain and compensate highly-qualified
individuals who are not employees of Assurant, Inc. or any of its
subsidiaries or affiliates for service as members of the Board by
providing them with competitive compensation and an ownership
interest in the Common Stock of the Company. The Company intends
that the Plan will benefit the Company and its stockholders by
allowing Non-Employee Directors to have a personal financial stake
in the Company through an ownership interest in the Common Stock
and will closely associate the interests of Non-Employee Directors
with that of the Company’s stockholders.
1.2 ELIGIBILITY. All
active Non-Employee Directors shall automatically be participants
in the Plan.
ARTICLE 2
DEFINITIONS
2.1 DEFINITIONS. Unless
the context clearly indicates otherwise, the following terms shall
have the following meanings:
(a) “Base Annual
Retainer” means the annual cash retainer (excluding meeting
fees and expenses) payable by the Company to a Non-Employee
Director pursuant to Section 4.1 hereof for service as a
director of the Company (i.e., excluding any Supplemental Annual
Retainer), as such amount may be changed from time to
time.
(b) “Board”
means the Board of Directors of the Company.
(c) “Company”
means Assurant, Inc., a Delaware corporation.
(d) “Common
Stock” means the common stock, par value $0.01 per share, of
the Company.
(e) “Disability” means
any illness or other physical or mental condition of a Non-Employee
Director that renders him or her incapable of performing as a
director of the Company, or any medically determinable illness or
other physical or mental condition resulting from a bodily injury,
disease or mental disorder which, in the judgment of the Board, is
permanent and continuous in nature. The Board may require such
medical or other evidence as it deems necessary to judge the nature
and permanency of a Non-Employee Director’s
condition.
(f) “Effective
Date” has the meaning set forth in Section 7.6 of the
Plan.
(g) “Non-Employee
Director” means a director of the Company who is not an
employee of the Company.
(h) “Plan”
means the Assurant, Inc. Amended and Restated Directors
Compensation Plan, as amended from time to time.
(i) “Plan
Year(s)” means the calendar year.
(j) “Restricted
Stock Unit” means a unit denominated in shares of Common
Stock contingently awarded in accordance with Article 5.
(k) “Supplemental
Annual Retainer” means the annual retainer (excluding meeting
fees and expenses) payable by the Company to a Non-Employee
Director pursuant to Section 4.2 hereof for service as a
member or chair of a committee of the Board, as such amount may be
changed from time to time.
ARTICLE 3
ADMINISTRATION
3.1 ADMINISTRATION. The
Plan shall be administered by the Board. Subject to the provisions
of the Plan, the Board shall be authorized to interpret the Plan,
to establish, amend and rescind any rules and regulations relating
to the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. The Board’s
interpretation of the Plan, and all actions taken and
determinations made by the Board pursuant to the powers vested in
it hereunder, shall be conclusive and binding upon all parties
concerned including the Company, its stockholders and persons
granted awards under the Plan. The Board may appoint a plan
administrator to carry out the ministerial functions of the Plan,
but the administrator shall have no other authority or powers of
the Board.
3.2 RELIANCE. In
administering the Plan, the Board may rely upon any information
furnished by the Company, its public accountants and other experts.
No individual will have personal liability by reason of anything
done or omitted to be done by the Company or the Board in
connection with the Plan.
3.3 INDEMNIFICATION. Each
person who is or has been a member of the Board or who otherwise
participates in the administration or operation of the Plan shall
be indemnified by the Company against, and held harmless from, any
loss, cost, liability or expense that may be imposed upon or
incurred by him or her in connection with or resulting from any
claim, action, suit or proceeding in which such person may be
involved by reason of any action taken or failure to act under the
Plan and shall be fully reimbursed by the Company for any and all
amounts paid by such person in satisfaction of judgment against him
or her in any such action, suit or proceeding, provided he or she
will give the Company an opportunity, by written notice to the
Board, to defend the same at the Company’s own expense before
he or she undertakes to defend it on his or her own behalf. This
right of indemnification shall not be exclusive of any other rights
of indemnification.
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ARTICLE 4
CASH COMPENSATION
4.1 BASE ANNUAL RETAINER.
Each Non-Employee Director shall be paid a Base Annual Retainer for
service as a director during each Plan Year, payable in such
installments as the Board may determine at its discretion. The
amount of the Base Annual Retainer shall be established from time
to time by the Board. Until changed by the Board, the Base Annual
Retainer shall be $40,000 for a full Plan Year. Each person who
first becomes a Non-Employee Director on a date other than
January 1 of any year shall be paid a pro-rata retainer equal
to the Base Annual Retainer for such Plan Year, multiplied by a
fraction, the numerator of which is the number of full months
an
