Exhibit 10.19
UNUM GROUP
AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN OF
2004
1.
Establishment of Plan .
(a)
Purpose . The purpose of the Unum Group Non-Employee
Director Compensation Plan of 2004 is to attract, retain and
compensate highly-qualified individuals who are not employees of
Unum Group or any of its subsidiaries or affiliates for service as
members of the Board by providing them with competitive
compensation and an opportunity to increase their 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.
(b)
Status of Plan . The Plan is intended to be an unfunded
plan.
(c)
Participation . All active Non-Employee Directors shall be
eligible to participate in the Plan; provided, however, that Shares
may be issued in settlement of Deferred Share Rights after a
Participant ceases to be an active Non-Employee Director, as
provided in Section 6.
2.
Defined Terms . The following terms shall have the following
meanings:
“
Annual Retainer ” means the annual retainer payable by
the Company to a Non-Employee Director for service as a director of
the Company, as such amount may be changed from time to time. The
term Annual Retainer as used herein shall include the Base Annual
Retainer and the Supplemental Annual Retainer, but no other
fees.
“
Base Annual Retainer ” means the annual retainer paid
pursuant to Section 5(a).
“
Board ” means the Board of Directors of the
Company.
“
Code ” means the Internal Revenue Code of 1986, as
amended.
“
Committee ” has the meaning set forth in
Section 3 of the Plan.
“
Common Stock ” means the common stock, par value $.10
per share, of the Company.
“
Company ” means Unum Group, a Delaware
corporation.
“
Deferral Period ” has the meaning set forth in
Section 6(f) of the Plan.
“
Deferral Termination Date ” has the meaning set forth
in Section 6(e) of the Plan.
“
Deferred Share Right ” means a right, granted under
Section 6, to receive one share of Common Stock on the Payment
Date.
“
Disability ” means (i) any medically determinable
physical or mental impairment of a Participant that renders the
Participant incapable of engaging in any substantial gainful
activity and can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months or
(ii) 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, as a result of
which the Participant is receiving income replacement benefits for
a period of not less than three months.
“
Distribution ” has the meaning set forth in
Section 6(f) of the Plan.
“
Effective Date ” means the date of the 2004 annual
meeting of the Company’s stockholders.
“
Election Form ” means a form approved by Executive
Compensation pursuant to which a Non-Employee Director may elect to
receive some or all of his or her Annual Retainer in the form of
Deferred Share Rights and the payment terms for Deferred Share
Rights, if applicable.
“
Election Period ” means the period designated by
Executive Compensation for each Plan Year during which Non-Employee
Directors may elect to receive Deferred Share Rights as payment of
some or all of their Annual Retainer. The Election Period in
respect of each Participant for each Plan Year shall end no later
than the close of the Participant’s taxable year next
preceding the year in which the first day of such Plan Year occurs.
Notwithstanding the foregoing, the Election Period for the Plan
Year in which a Participant first becomes eligible to participate
in the Plan shall end, with respect to such Participant, no later
than the date that is 30 days after such Participant first becomes
eligible to participate in the Plan (provided that in no event
shall the foregoing be interpreted in a manner that would result in
the imposition of taxes or penalties pursuant to Section 409A
of the Code); provided, however, that any election made by any
Participant under the Plan shall apply only to compensation earned
by such Participant in consideration of services rendered after the
date on which such election becomes effective.
“
Exchange Act ” means the Securities Exchange Act of
1934, as amended.
“
Executive Compensation ” means the Executive
Compensation division of the Human Resources Department of the
Company.
“
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, the mean
between the bid and offered prices as quoted by Nasdaq for such
date, provided that if it is determined that the Fair Market Value
is not properly reflected by such Nasdaq quotations, Fair Market
Value will be determined by such other method as the committee
determines in good faith to be reasonable.
“
Non-Employee Director ” means any director of the
Company who is not an employee of the Company or of any of its
subsidiaries or affiliates.
“
Participant ” means any Non-Employee Director who is
participating in the Plan or is receiving a post-service
distribution of Shares pursuant to Section 6 of the
Plan.
“
Payment Date ” has the meaning set forth in
Section 6(e) of the Plan.
“
Plan ” means the Unum Group Non-Employee Director
Compensation Plan of 2004, as amended and restated on December
[
] , 2008, and as further amended from time to
time.
“
Plan Year ” means the approximately twelve-month
period beginning on the date of the annual meeting of the
stockholders of the Company (the “Annual Meeting Date”)
in any year and ending on the date of the following annual
meeting.
“
Rule 16b-3 ” means Rule 16b-3, as amended from time to
time, of the Securities and Exchange Commission as promulgated
under the Exchange Act.
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“
Separation from Service ” means the termination of the
Participant’s service on the Board; provided, however, that
if the termination of the Participant’s service on the Board
does not constitute a “separation from service” within
the meaning of Section 409A of the Code, the
Participant’s Separation from Service shall not occur until
the date on which the Participant incurs a “separation from
service” within the meaning of Section 409A of the
Code.
“
Share ” means a share of Common Stock.
“
Supplemental Annual Retainer ” means the annual
retainer paid pursuant to Section 5(b).
“
Unforeseeable Emergency ” has the meaning set forth in
Section 6(h) of the Plan.
3.
Administration . The Plan shall be administered
by the Human Capital Committee of the Board (the
“Committee”). Subject to the provisions of the Plan,
the Committee 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; provided, however,
that the Committee shall have no discretion with respect to the
eligibility or selection of Non-Employee Directors to receive
awards under the Plan, the number of Shares subject to any such
awards or the time at which any such awards are to be granted. The
Committee’s interpretation of the Plan, and all actions taken
and determinations made by the Committee 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 Committee 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 Committee. Notwithstanding the foregoing, the Board shall
exercise any and all rights, duties and powers of the Committee
under the Plan to the extent required by the applicable exemptive
conditions of Rule 16b-3, as determined by the Board its sole
discretion.
4.
Shares Subject to Plan . The Shares issued under
the Plan shall not exceed in the aggregate 500,000 Shares of Common
Stock. Such Shares may be acquired on the open market or issued out
of authorized and unissued Shares or treasury Shares.
5.
Retainers, Fees and Expenses .
(a)
Base Annual Retainer . Each Non-Employee
Director shall be paid a Base Annual Retainer for service as a
director during each Plan Year. The amount and payment schedule of
the Base Annual Retainer shall be established from time to time by
the Board and set forth on Exhibit A hereto. The Board may change
the amount and payment schedule of the Base Annual Retainer at any
time by amending Exhibit A, which amendments shall not require
stockholder approval or the consent of any Participant. Each
Participant who first becomes a Non-Employee Director on a date
other than an Annual Meeting Date shall be paid a pro rata Base
Annual 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 between the date on which such Participant first
becomes a Non-Employee Director and the immediately following
Annual Meeting Date, and the denominator of which is 12. Payment of
such prorated Base Annual Retainer shall begin on the date that the
person first becomes a Non-Employee Director. Amounts payable
pursuant to the Base Annual Retainer, unless deferred in accordance
with the terms of Section 6, shall be paid to each Participant
on the applicable Annual Meeting Date, and in any event no later
than March 15 of the year next following the year in which
such amounts are earned.
(b)
Supplemental Annual Retainer . Non-Employee
Directors shall be paid a Supplemental Annual Retainer for service
as chair or co-chair of the Board or of a committee of the Board
during a Plan Year. The amount and payment schedule of the
Supplemental Annual Retainers shall be established from time to
time by the Board and set forth on Exhibit A hereto. The Board may
change the amount and payment schedule of the Supplemental Annual
Retainers at any time by amending Exhibit A, which
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amendments shall not require stockholder
approval or the consent of any Participant. A pro rata Supplemental
Annual Retainer will be paid to any Non-Employee Director who
becomes the chair or co-chair of the Board or of a committee of the
Board on a date other than the Annual Meeting Date equal to the
amount of such Supplemental Annual Retainer for such Plan Year
multiplied by a fraction, the numerator of which is the number of
full months between the date on which such Non-Employee Director
becomes the chair or co-chair of the Board or of a committee of the
Board and the immediately following Annual Meeting Date, and the
denominator of which is 12. Amounts payable pursuant to any
Supplemental Annual Retainer shall be paid to each Participant no
later than March 15 of the year next following the year in
which such amounts are earned.
(c)
Form of Payment . Any amount of the Annual
Retainer not elected to be received in the form of Deferred Share
Rights, as provided in Section 6, shall be paid to the
Participant in cash in the amounts and at the time set forth in the
Plan.
(d)
Meeting Fees . Each Non-Employee Director shall
be paid a fee in cash for each meeting of the Board or committee
thereof in which he or she participates (each, a “Meeting
Fee”). The amount and payment schedule of the Meeting Fee
shall be established from time to time by the Board and set forth
on Exhibit A hereto. The Board may change the amount and payment
schedule of the Meeting Fee at any time by amending Exhibit A,
which amendments shall not require stockholder approval or the
consent of any Participant. Amounts payable pursuant to Meeting
Fees shall be paid to each Participant no later than March 15
of the year next following the year in which such amounts are
earned.
(e)
Special Project Fees .
Each Non-Employee Director may be paid a fee in cash
for special project work undertaken in his or her capacity as a
Non-Employee Director (each, a “Special Project Fee”).
The amount and payment schedule of each such Special Project Fee
shall be established from time to time by the Board and set forth
on Exhibit A hereto. The Board may change the amount and payment
schedule of each Special Project Fee at any time by amending
Exhibit A, which amendments shall not require stockholder approval
or the consent of any Participant. Amounts payable pursuant to any
Special Project Fee shall be paid to each Participant no later than
March 15 of the year next following the year in which such
amounts are earned.
(f)
Travel Expense Reimbursement . All Non-Employee
Directors shall be reimbursed for reasonable travel expenses
(including spouse’s expenses to attend up to one event per
Plan Year to which spouses are invited) in connect
