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AMENDED AND RESTATED EXECUTIVE SEVERANCE ALLOWANCE PLAN

Termination Severance Agreement

AMENDED AND RESTATED EXECUTIVE SEVERANCE ALLOWANCE PLAN | Document Parties: VIRTUS INVESTMENT PARTNERS, INC. You are currently viewing:
This Termination Severance Agreement involves

VIRTUS INVESTMENT PARTNERS, INC.

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Title: AMENDED AND RESTATED EXECUTIVE SEVERANCE ALLOWANCE PLAN
Governing Law: Connecticut     Date: 2/4/2009

AMENDED AND RESTATED EXECUTIVE SEVERANCE ALLOWANCE PLAN, Parties: virtus investment partners  inc.
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Exhibit 10.1

 

 

VIRTUS INVESTMENT PARTNERS, INC.

 

AMENDED AND RESTATED EXECUTIVE SEVERANCE ALLOWANCE PLAN

 

Effective as of February 2, 2009

 

 

 

 

 

 

 


 

ARTICLE 1 - PURPOSE; AMENDMENT AND RESTATEMENT

 

Virtus Investment Partners, Inc. adopts, effective as of February 2, 2009, this Amended and Restated Executive Severance Allowance Plan , as amended, to provide for benefits to certain executives of Virtus Investment Partners, Inc. (“Virtus”) and other affiliates of Virtus, who meet the eligibility requirements set forth in the Plan when their employment is involuntarily terminated by the Employer.

 

ARTICLE 2 - DEFINITIONS

 

For purposes of this Plan, the following terms shall have the meanings set forth below.

 

2.01

“Affiliate” means, as to any specified person, each other person directly or indirectly controlling, controlled by or under direct or indirect common control with that specified person. For the purposes of this definition, “control”, when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, or by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. Notwithstanding the foregoing, any investment company registered under the Investment Company Act of 1940, as amended, shall not be deemed an Affiliate of any specified person.

 

2.02

“Affiliated Employer” means any Affiliate of Virtus which has been designated to participate in the Plan by action of the Plan Administrator.

 

2.03

“Annual Incentive Award” means the compensation payable under any annual incentive plan or such other incentive compensation arrangements as the Employer may designate from time to time as approved by the Committee or the Chief Executive Officer.

 

2.04

“Base Salary” means the Executive’s annual salary, determined as of the last day of the month immediately preceding the Executive’s Separation Date. The following items shall not be included in determining Base Salary: overtime pay; distributions from a plan of deferred compensation; commissions; bonuses and incentive compensation. In determining this annual salary, however, the following items shall be included: any amount contributed by the Executive as deferred compensation to a cash or deferred arrangement maintained by the Employer pursuant to Code section 401(k); any salary reduction contributions made on behalf of the Executive to a plan maintained by the Employer under Code section 125 or Code section 132(f)(4), and any amounts deferred by the Executive under a nonqualified plan of deferred compensation.

 


 

2.05

“Cause” means any conduct by the Executive which is detrimental to the interests of the Employer, including but not limited to: (a) the Executive’s conviction or plea of nolo contendere to a felony or to a lesser crime involving fraud or moral turpitude; (b) an act of misconduct (including, without limitation, a violation of the Employer’s Code of Conduct or any code of ethics of any of its affiliates) on Executive’s part with regard to the Employer; (c) unsatisfactory performance; or (d) the Executive’s failure to attempt or refusal to perform legal directives of the Board or executive officers of the Employer. "Cause" is to be determined in the sole discretion of the Employer.

 

2.06

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations and guidance published thereunder.

 

2.07

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations and guidance published thereunder.

 

2.08

“Committee” means the Compensation Committee of Board of Directors of Virtus Investment Partners, Inc. (or, if no committee then exists, the Board of Directors).

 

2.09

“Effective Date” means February 2, 2009, the date that the provisions of the Plan, as amended and restated, as contained in this document shall become effective.

 

2.10

“Employee” means any common law employee of the Employer who is actively at work at the time of termination and is a regular (versus temporary) full-time employee working at least 40 hours per week or part-time employee working at least 19  1 / 4  hours per week.

 

2.11

“Employer” means Virtus and any other Affiliated Employer that has adopted this Plan with the approval of the Plan Administrator.

 

2.12

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and guidance published thereunder.

 

2.13

“Executive” means (a) an Employee of Virtus who is an Executive Vice President or above if such person is also subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended, for Virtus; and (b) any other Employee (Vice Presidents or other key personnel) of the Employer that the Chief Executive Officer of Virtus has determined to be integral to the formulation or execution of the business strategy of the Employer, and who has been designated in writing by the Chief Executive Officer to be covered under the Plan.

 

2.14

“Plan” means the Virtus Investment Partners, Inc. Executive Severance Allowance Plan, as amended from time to time.

 

2.15

“Plan Administrator” means the Benefit Plans Committee of the Employer or the person designated as such by the Benefit Plans Committee.

 


 

2.16

“Plan Year” means the calendar year.

 

2.17

“Separation Date” means the last day of an Executive’s active service with the Employer.

 

2.18

“Severance Agreement and Release” means an agreement signed by the Executive in a form acceptable to the Employer containing a general release and restrictive covenants, as well as any other clauses the Employer may require.

 

2.19

“Severance Amount” means the benefit payable under the provisions of Section 3.03.

 

  ARTICLE 3 - SEVERANCE ALLOWANCE BENEFIT

 

3.01

Qualification : An Executive whose employment is (a) involuntarily terminated by the Employer for any reason, including but not limited to: reduction in force, facility closing, reorganization, consolidation, elimination of position, or (b) terminated voluntarily or involuntarily by resignation at the request of the Employer in writing, shall be qualified for benefits under this Plan, unless the termination is due to a disqualifying event identified in Section 3.02.

 

3.02

Disqualifying Events : An Executive who might otherwise be qualified for benefits under this Plan shall be disqualified for such benefits by any one of the following events and circumstances:

 

 

(a)

The Executive fails to continue in the employ of the Employer, satisfactorily performing the Executive’s assigned duties, until the date actually set for the Executive’s termination by the Employer.

 

 

(b)

The Executive works for a division, sub-division, unit, subsidiary or other identifiable entity that is sold or the assets of which are transferred to an owner other than the Employer, if the Executive is offered employment by the new owner that is substantially comparable to the employment engaged in by the Executive immediately prior to the sale or transfer (whether or not the Executive accepts such offer). The Employer shall, in its discretion, determine what constitutes “substantially comparable” employment.”

 

 

(c)

The Executive is terminated for Cause.

 

 

(d)

The Executive’s employment is terminated by reason of retirement (as defined in the Virtus Investment Partners, Inc. 2008 Omnibus Incentive and Equity Plan ), resignation (not at the request of the Employer), death, or during or at the conclusion of a leave of absence taken or granted on account of any reason, including permanent or temporary disability.

 

 

(e)

The Executive refuses to accept a transfer to an assigned job or location, provided the new position is within two pay grades or one band, as applicable of the current position held by the Executive.

 


 

 

(f)

The Plan Administrator determines that under the facts and circumstances relating to the Executive’s termination, or because of the Executive’s conduct subsequent to termination, it would be inappropriate to commence or continue severance payments.

 

 

(g)

The Executive receives or is entitled to receive from the Employer benefits under any severance plan, any severance agreement, or any agreement providing for the payment of severance benefits, including any change in control agreement between the Employer and the Executive, other than this Plan, on account of the Executive’s termination of employment by the Employer.

 

3.03

Severance Benefits : With respect to any Executive whose employment is terminated for a reason identified in Section 3.01, the following Severance Amount shall be payable, subject to the disqualification provisions of Section 3.02 and Section 3.09, and not any other benefit, except for outplacement services as provided in Section 3.10 and certain employee welfare benefits as provided in Section 3.11:

 

 

The Severance Amount equals a plus b, where:

 

a         =           A cash amount equal to the Executive’s annual Base Salary as of the Separation Date (for the Chief Executive Officer, 1.5 times Base Salary).

 

b         =           A cash amount equal to the average of the Executive’s actually earned and paid (even if one or both is $0) Annual Incentive Awards for the prior two (2) completed fiscal years (for the Chief Executive Officer, 1.5 times this average). However, for the first two year


 
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