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.
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“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.
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“Affiliated Employer” means any
Affiliate of Virtus which has been designated to participate in the
Plan by action of the Plan Administrator.
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“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.
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“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.
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“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.
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“COBRA” means the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended, and the
regulations and guidance published thereunder.
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“Code” means the Internal Revenue
Code of 1986, as amended, and the regulations and guidance
published thereunder.
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“Committee” means the Compensation
Committee of Board of Directors of Virtus Investment Partners, Inc.
(or, if no committee then exists, the Board of
Directors).
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“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.
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“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.
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“Employer” means Virtus and any
other Affiliated Employer that has adopted this Plan with the
approval of the Plan Administrator.
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“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended, and the
regulations and guidance published thereunder.
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“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.
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“Plan” means the Virtus Investment
Partners, Inc. Executive Severance Allowance Plan, as amended from
time to time.
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“Plan
Administrator” means the Benefit Plans Committee of the
Employer or the person designated as such by the Benefit Plans
Committee.
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“Plan
Year” means the calendar year.
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“Separation Date” means the last day
of an Executive’s active service with the
Employer.
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“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.
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“Severance Amount” means the benefit
payable under the provisions of Section 3.03.
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ARTICLE 3 - SEVERANCE
ALLOWANCE BENEFIT
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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.
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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:
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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.
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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.”
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The Executive
is terminated for Cause.
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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.
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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.
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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.
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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.
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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:
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The Severance
Amount equals a plus b, where:
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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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