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Exhibit 10.1
MANAGEMENT INCENTIVE
COMPENSATION PLAN OF 2008
ARTICLE 1
Background, Purpose and
Design
| 1.1. |
Background . Unum Group hereby establishes, effective as
of January 1, 2008, an annual incentive bonus plan for its
officers and employees known as the Management Incentive
Compensation Plan of 2008. The Plan was adopted by the Board of
Directors on February 21, 2008, subject to the approval of
Company’s stockholders at the 2008 annual
meeting. |
| 1.2. |
Purpose . The purpose of the Plan is to motivate the
Participants to perform in a way that will enable Unum Group to
reach or exceed its goals. |
| 1.3. |
Subparts of the Plan . The Plan consists of two
subparts: (i) the Executive Officer Incentive Plan, under
which Incentive Awards to designated executive officers are based
upon the achievement of objectively determinable corporate
performance goals measured over a period of up to twelve months;
and (ii) the Employee Incentive Plan, under which Incentive
Awards to employees or officers who are not participants in the
Executive Officer Incentive Plan are based upon the achievement of
corporate and/or individual performance goals measured over a
period of up to twelve months. |
ARTICLE 2
Definitions
| 2.1. |
Definitions . Certain terms of the Plan have defined
meanings set forth in this Article 2 and which shall govern unless
the context in which they are used clearly indicates that some
other meaning is intended. |
Beneficiary . Any
person or persons designated by a Participant, in accordance with
procedures established under Article 8.1 of the Plan, to receive
benefits hereunder in the event of the Participant’s
death.
Board . The Board of
Directors of the Company.
Cause . The term
“Cause” with respect to a Participant shall have the
meaning assigned such term in any separate employment, change of
control or severance agreement between the Participant and the
Company or and Subsidiary as then in effect. In the absence of such
other agreement or definition, the term “Cause” as used
herein and for the purposes of this Plan shall mean the occurrence
of one or more of the following with respect to a
Participant:
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(1) |
The continued failure of the Participant to perform
substantially his or her duties with the Company or one of its
affiliates (other than any such failure resulting from incapacity
due to physical or mental illness), after a written demand for
substantial performance is delivered to the Participant by the CEO
which specifically identifies the manner in which the CEO believes
that the Participant has not substantially performed the
Participant’s duties, or |
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(2) |
The willful engaging by the Participant in illegal conduct or
gross misconduct which is materially and demonstrably injurious to
the Company, or |
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(3) |
Conviction of a felony or a guilty or nolo contendere
plea by the Participant with respect thereto. |
For purposes of this Cause
definition, no act or failure to act, on the part of a Participant,
shall be considered “willful” unless it is done, or
omitted to be done, by the Participant in bad faith or without
reasonable belief that the Participant’s action or omission
was in the best interests of the Company. Any act, or failure to
act, based upon authority given pursuant to a resolution duly
adopted by the Board or (with respect to Participants other than
the CEO) upon the instructions of the CEO, or based upon the advice
of counsel for
the Company shall be
conclusively presumed to be done, or omitted to be done, by the
Participant in good faith and in the best interests of the Company.
The cessation of employment of a Participant shall not be deemed to
be for Cause unless and until there shall have been delivered to
the Participant a copy of a resolution duly adopted by the
affirmative vote of not less than two-thirds of the entire
membership of the Board at a meeting of the Board called and held
for such purpose (after reasonable notice is provided to the
Participant and the Participant is given an opportunity, together
with counsel, to be heard before the Board) finding that, in the
good faith opinion of the Board, the Participant is guilty of the
conduct described in subparagraph (i) or (ii) above, and
specifying the particulars thereof in detail.
Change in Control .
The occurrence of one or more of the following events:
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(1) |
During any period of two consecutive years, individuals who, at
the beginning of such period, constitute the Board (the
“Incumbent Directors”) cease for any reason to
constitute at least a majority of the Board, provided that any
person becoming a director and whose election or nomination for
election was approved by a vote of at least two-thirds of the
Incumbent Directors then on the Board (either by a specific vote or
by approval of the proxy statement of the Company in which such
person is named as a nominee for director, without written
objection to such nomination) shall be an Incumbent Director;
provided, however, that no individual initially elected or
nominated as a director of the Company as a result of an actual or
threatened election contest (as described in Rule 14a-11 under
the Act) (“Election Contest”) or other actual or
threatened solicitation of proxies or consents by or on behalf of
any “person” (as such term is defined in
Section 3(a)(9) of the Act and as used in
Sections 13(d)(3) and 14(d)(2) of the Act) other than the
Board (“Proxy Contest”), including by reason of any
agreement intended to avoid or settle any Election or Contest or
Proxy Contest, shall be deemed an Incumbent Director; |
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(2) |
Any person is or becomes a “beneficial owner” (as
defined in Rule 13d-3 under the Act), directly or indirectly,
of securities of the Company representing 20% (30% with respect to
deferred compensation subject to Internal Revenue Code
Section 409A) or more of the combined voting power of the
Company’s then outstanding securities eligible to vote for
the election of the Board (the “Company Voting
Securities”); provided, however, that the event described in
this paragraph (2) shall not be deemed to be a Change in
Control of the Company by virtue of any of the following
acquisitions: (A) by the Company or any Subsidiary,
(B) by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any Subsidiary, (C) by an
underwriter temporarily holding securities pursuant to an offering
of such securities, (D) pursuant to a Non-Qualifying
Transaction (as defined in paragraph (3), or (E) a
transaction (other than one described in paragraph (3) below)
in which Company Voting Securities are acquired from the Company,
if a majority of the Incumbent Directors approve a resolution
providing expressly that the acquisition pursuant to this
clause (E) does not constitute a Change in Control of the
Company under this paragraph (2); |
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(3) |
The
consummation of a merger, consolidation, statutory share exchange
or similar form of corporate transaction involving the Company or
any of its Subsidiaries that requires the approval of the our
stockholders, whether for such transaction or the issuance of
securities in the transaction (a “Reorganization”), or
sale or other disposition of all or substantially all of the
Company’s assets to an entity that is not an affiliate of the
Company (a “Sale”), unless immediately following such
Reorganization or Sale: (A) more than 50% of the total voting power
of (x) the corporation resulting from such Reorganization or the
corporation which has acquired all or substantially all of the
assets of the Company (in either case, the “Surviving
Corporation”), or (y) if applicable, the ultimate parent
corporation that directly or indirectly has beneficial ownership of
100% of the voting securities eligible to elect directors of the
Surviving Corporation (the “Parent Corporation”), is
represented by the Company Voting Securities that were outstanding
immediately prior to such Reorganization or Sale (or, if
applicable, is represented by shares into which such Company Voting
Securities were converted pursuant to such Reorganization or
Sale),
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and such voting power among
the holders thereof is in substantially the same proportion as the
voting power of such Company Voting Securities among the holders
thereof immediately prior to the Reorganization or Sale, (B) no
person (other than any employee benefit plan (or related trust)
sponsored or maintained by the Surviving Corporation or the Parent
Corporation) is or becomes the beneficial owner, directly or
indirectly, of 20% (30% with respect to deferred compensation
subject to Internal Revenue Code Section 409A) or more of the total
voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) and (C) at least a majority
of the members of the board of directors of the Parent Corporation
(or, if there is no Parent Corporation, the Surviving Corporation)
following the consummation of the Reorganization or Sale were
Incumbent Directors at the time of the Board’s approval of
the execution of the initial agreement providing for such
Reorganization or Sale (any Reorganization or Sale which satisfies
all of the criteria specified in (A), (B) and (C) above shall be
deemed to be a “Non-Qualifying Transaction”);
or
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(4) |
The stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company. |
Notwithstanding the
foregoing, a Change in Control of the Company shall not be deemed
to occur solely because any person acquires beneficial ownership of
more than 20% (30% with respect to deferred compensation subject to
Internal Revenue Code Section 409A) of the Company Voting
Securities as a result of the acquisition of Company Voting
Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such
acquisition by the Company such person becomes the beneficial owner
of additional Company Voting Securities that increases the
percentage of outstanding Company Voting Securities beneficially
owned by such person, a Change in Control of the Company shall then
occur.
CEO . The chief
executive officer of the Company.
Code . The Internal
Revenue Code of 1986, as amended from time to time.
Committee . The
Committee of the Board or, to the extent that the Committee shall
have delegated authority to the CEO or the Chair as permitted in
Article 3, the term “Committee” shall mean the CEO or
the Chair, as the case may be.
Company . Unum Group,
a Delaware corporation, and its corporate successors.
Disability .
Disability of a Participant means the Participant is
(1) unable to engage in any substantial gainful activity 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 12 months, or (2) 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 12 months, receiving
income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the
Company. The Committee may require such medical or other evidence
as it deems necessary to judge the nature and permanency of the
Participant’s condition.
Employee Incentive
Plan . The portion of the Plan, set forth in Article 6,
pursuant to which employees or officers who are not participants in
the Executive Officer Incentive Plan for a given Plan Year may earn
Incentive Awards based on the achievement of goals measured over a
period of up to twelve months.
Executive Compensation
. The Executive Compensation division of the Human Resources
Department of the Company.
Executive Officer
Incentive Plan . The portion of the Plan, set forth in Article
5, pursuant to which the CEO and other designated executive
officers may earn Incentive Awards based on the achievement of
corporate performance goals measured over a period of up to twelve
months.
Incentive Award . An
award granted pursuant to Article 5 or 6 of the Plan.
Participant . An
employee of the Company or its Subsidiaries participating in the
Plan.
Plan . The Unum Group
Management Incentive Compensation Plan of 2008 as set forth in this
document, together with any subsequent amendments
hereto.
Plan Year .
January 1 to December 31 of each year.
Retirement .
Retirement of a Participant shall mean voluntary termination of
employment after having attained age 55 and 5 years of service with
the Company or a Subsidiary.
Subsidiary . 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
Company.
ARTICLE 3
Administration of the
Plan
| 3.1. |
General . The Plan shall be administered by the
Committee. |
| 3.2. |
Actions and Interpretations by the Committee . For
purposes of administering the Plan, the Committee may from time to
time adopt rules, regulations, guidelines and procedures for
carrying out the provisions and purposes of the Plan and make such
other determinations, not inconsistent with the Plan, as the
Committee may deem appropriate. The Committee’s
interpretation of the Plan, any awards granted under the Plan, and
all decisions and determinations by the Committee with respect to
the Plan are and shall be final, binding, and conclusive on all
parties. 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 Company, the
Company’s independent certified public accountants, Company
counsel or any executive compensation consultant or other
professional retained by the Company or the Committee to assist in
the administration of the Plan. No member of the Committee, the
Board of Directors, or any delegate as the case may be, shall be
liable for any act under the Plan done in good faith. |
| 3.3. |
Authority of the Committee . Except as provided below in
this Section 3.3, the Committee has the exclusive power,
authority and discretion to: |
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(a) |
Designate Participants; |
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(b) |
Establish the goals and target awards under the Executive
Officer and Employee Incentive Plans |
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