Exhibit 10.52
THE CORPORATE PLAN FOR RETIREMENT(SM)
EXECUTIVE PLAN
ADOPTION AGREEMENT
IMPORTANT NOTE
THIS DOCUMENT HAS NOT BEEN APPROVED BY THE DEPARTMENT OF LABOR, THE INTERNAL
REVENUE SERVICE OR ANY OTHER GOVERNMENTAL ENTITY. AN ADOPTING EMPLOYER MUST
DETERMINE WHETHER THE PLAN IS SUBJECT TO THE FEDERAL SECURITIES LAWS AND THE
SECURITIES LAWS OF THE VARIOUS STATES. AN ADOPTING EMPLOYER MAY NOT RELY ON THIS
DOCUMENT TO ENSURE ANY PARTICULAR TAX CONSEQUENCES OR TO ENSURE THAT THE PLAN IS
"UNFUNDED AND MAINTAINED PRIMARILY FOR THE PURPOSE OF PROVIDING DEFERRED
COMPENSATION TO A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES"
UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT WITH RESPECT TO THE EMPLOYER'S
PARTICULAR SITUATION. FIDELITY MANAGEMENT TRUST COMPANY, ITS AFFILIATES AND
EMPLOYEES CANNOT PROVIDE YOU WITH LEGAL ADVICE IN CONNECTION WITH THE EXECUTION
OF THIS DOCUMENT. THIS DOCUMENT SHOULD BE REVIEWED BY THE EMPLOYER'S ATTORNEY
PRIOR TO EXECUTION.
ADOPTION AGREEMENT
ARTICLE 1
1.01 PLAN INFORMATION
(a) NAME OF PLAN:
This is the SAFETY INSURANCE COMPANY EXECUTIVE INCENTIVE
COMPENSATION PLAN (THE "PLAN").
(b) NAME OF PLAN ADMINISTRATOR, IF NOT THE EMPLOYER:
__________________________________________
Address: __________________________________________
__________________________________________
Phone Number: __________________________________________
The Plan Administrator is the agent for service of legal process for
the Plan.
(c) PLAN YEAR END is December 31.
(d) PLAN STATUS (check one):
(1) /X/ Effective Date of new Plan: 1/1/2004
(2) / / Amendment Effective Date: _____________
The original effective date of the Plan: ____________
1.02 EMPLOYER
(a) THE EMPLOYER IS: Safety Insurance Company
Address: 00 Xxxxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
Contact's Name: Xx. Xxxxxxx Xxxxxx
Telephone Number: (000)000-0000
(1) Employer's Tax Identification Number: 00-0000000
(2) Business form of Employer (check one):
(A) /X/ Corporation (Other than a Subchapter S corporation)
(B) / / Other (e.g., Subchapter S corporation, partnership,
sole proprietor)
(3) Employer's fiscal year end: 12/31
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(b) THE TERM "EMPLOYER" INCLUDES THE FOLLOWING RELATED EMPLOYER(S) (as
defined in Section 2.01(a)(21)):
1.03 COVERAGE
(a) THE FOLLOWING EMPLOYEES ARE ELIGIBLE TO PARTICIPATE IN THE PLAN:
(1) /X/ Only those Employees listed in Attachment A will be
eligible to participate in the Plan.
(2) / / Only those Employees in the eligible class described
below will be eligible to participate in the Plan:
_________________________________________________________
(3) / / Only those Employees described in the Board of Directors
Resolutions attached hereto and hereby made a part hereof
will be eligible to participate in the Plan.
(b) THE ENTRY DATE(S) SHALL BE (check one):
(1) / / each January 1.
(2) / / each January 1 and each July 1.
(3) / / each January 1 and each April 1, July 1 and October 1.
(4) / / the first day of each month.
(5) /X/ immediate upon meeting the eligibility requirements
specified in Subsection 1.03(a).
1.04 COMPENSATION
FOR PURPOSES OF DETERMINING CONTRIBUTIONS UNDER THE PLAN, COMPENSATION
SHALL BE AS DEFINED (CHECK (a) OR (b) BELOW, AS APPROPRIATE):
(a) /X/ IN SECTION 2.01(a)(6), (check (1) or (2) below, if and as
appropriate)):
(1) / / but excluding (check the appropriate box(es)):
(A) / / Overtime Pay.
(B) / / Bonuses.
(C) / / Commissions.
(D) / / The value of a qualified or a non-qualified stock
option granted to an Employee by the Employer to the
extent such value is includable in the Employee's
taxable income.
(E) / / The following:
____________________________________________________
(2) / / except as otherwise provided below:
_____________________________________________________
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(b) / / IN THE _______________ PLAN MAINTAINED BY THE EMPLOYER TO THE
EXTENT IT IS IN EXCESS OF THE LIMIT IMPOSED UNDER CODE SECTION
401(a)(17).
1.05 CONTRIBUTIONS
(a) EMPLOYEE CONTRIBUTIONS (COMPLETE ALL THAT APPLY)
(1) /X/ Deferral Contributions. The Employer shall make a
Deferral Contribution in accordance with, and subject to, Section
4.01 on behalf of each Participant who has an executed salary
reduction agreement in effect with the Employer for the calendar
year (or portion of the calendar year) in question, not to exceed
75% of Compensation for that calendar year, subject, however, to
any election regarding bonuses, as set out in Subsection
l.05(a)(2).
(2) /X/ Bonus Contributions. The Employer may allow Participants
upon proper notice and approval to enter into a special salary
reduction agreement to make Deferral Contributions in an amount
up to 100% of any Employer paid cash bonuses designated by the
Employer that are made for such Participants during the calendar
year. The Compensation definition elected by the Employer in
Section 1.04 must include bonuses if bonus contributions are
permitted.
(b) /X/ MATCHING CONTRIBUTIONS (CHOOSE (1) OR (2) BELOW, AND (3)
BELOW, AS APPLICABLE.)
(1) /X/ The Employer shall make a Matching Contribution on behalf
of each Participant in an amount equal to the following
percentage of a Participant's Deferral Contributions during the
Plan Year (check one):
(A) / / 50%
(B) / / 100%
(C) / / _____%
(D) / / (Tiered Match)________% of the first _______% of
the Participant's Compensation contributed to
the Plan.
(E) / / The percentage declared for the year, if any, by
a Board of Directors' resolution.
(F) /X/ Other: "75% of the Participants's Deferral
Contributions; PROVIDED, HOWEVER, that Deferral
Contributions in excess of 8% of the
Participant's compensation for the Plan Year
shall not be considered. For this purpose,
"compensation" shall mean the Participant's base
salary and annual bonus received (or deferred)
in such Plan Year."
(2) / / Matching Contribution Offset. For each Participant who
has made deferrals of at least the maximum amount allowed
pursuant to Section 402(g) of the Code or the maximum allowed
under the Employer's plan listed below to such plan, the Employer
shall make a Matching Contribution in an amount equal to (A)
minus (B) below:
(A) The Matching Employer Contribution, as defined in
the _____ Plan that the Participant would have
received under the _______Plan on the sum of the
Deferral Contributions and the Participant's
deferrals hereunder, as defined therein, that the
Participant actually made to such Plan, if no limits
otherwise imposed by the Code, and regulations
issued thereunder, applied to such Matching Employer
Contribution and the Participant's Deferral
Contributions are deemed to have been made to the
Plan;
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(B) The Matching Employer Contributions actually made to
such Participant under the __________ Plan for the
Plan Year of the determination of the Matching
Contribution hereunder.
(3) / / Matching Contribution Limits (check the appropriate
box(es)):
(A) / / Deferral Contributions in excess of_____% of the
Participant's Compensation for the period in
question shall not be considered for Matching
Contributions.
Note: If the Employer elects a percentage limit in (A)
above and requests the Trustee to account
separately for matched and unmatched Deferral
Contributions, the Matching Contributions allocated
to each Participant must be computed, and the
percentage limit applied, based upon each period.
(B) / / Matching Contributions for each Participant for each
Plan Year shall be limited to $._____
(4) ELIGIBILITY REQUIREMENT(S) FOR MATCHING CONTRIBUTIONS. A
Participant who makes Deferral Contributions during the
Plan Year under Section 1.05(a)shall be entitled to
Matching Contributions for that Plan Year if the
Participant satisfies the following requirement(s) (Check
the appropriate box(es). Options (B) and (C) may not be
elected together):
(A) /X/ Is employed by the Employer on the last day of the
Plan Year.
(B) / / Earns at least 500 Hours of Service during the Plan
Year.
(C) /X/ Earns at least 1,000 Hours of Service during the
Plan Year.
(D) / / Other: ______
(E) / / No requirements.
Note: If option (A), (B) or (C) above is selected, then
Matching Contributions can only be made by the Employer after
the Plan Year ends. Any Matching Contribution made before Plan
Year end shall not be subject to the eligibility requirements
of this Section 1.05(b)(3)).
(c) EMPLOYER CONTRIBUTIONS
(1) /X/ FIXED EMPLOYER CONTRIBUTIONS. The Employer shall make an
Employer Contribution on behalf of each Participant in an
amount determined as described below (check at least
one):
(A) / / In an amount equal to ______ % of each Participant's
Compensation each Plan Year.
(B) /X/ In an amount determined and allocated as described
below:
1.75% OF THE COMBINED STATUTORY NET INCOME FROM THE
INSURANCE SUBSIDIARIES OF SAFETY INSURANCE GROUP,
INC.
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(C) / / In an amount equal to (check at least one):
(i.) / / Any profit sharing contribution that the
Employer would have made on behalf of the
Participant under the following qualified
defined contribution plan but for the
limitations imposed by Code Section 40l(a)(17):
___________________
(ii.) / / Any contribution described in Code Section
401(m) that the Employer would have made on
behalf of the Participant under the following
qualified defined contribution plan but for the
limitations imposed by Code Section 401(a)(17):
___________________
(2) / / DISCRETIONARY EMPLOYER CONTRIBUTIONS. The Employer may
make Employer Contributions to the accounts of
Participants in any amount, as determined by the Employer
in its sole discretion from time to time, which amount
may be zero.
(3) ELIGIBILITY REQUIREMENT(S) FOR EMPLOYER CONTRIBUTIONS. A
Participant shall only be entitled to Employer
Contributions under Section 1.05(c)(1) for a Plan Year if
the Participant satisfies the following requirement(s)
(Check the appropriate box(es). Options (B) and (C) may
not be elected together):
(A) /X/ Is employed by the Employer on the last day of the Plan
Year.
(B) / / Earns at least 500 Hours of Service during the Plan Year.
(C) / / Earns at least 1,000 Hours of Service during the Plan
Year.
(D) / / Other: ____________________
(E) / / No requirements.
1.06 DISTRIBUTION DATES
Distribution from a Participant's Account pursuant to Section 8.02 shall
begin upon the following date(s) (check either (a) or (b); check (c), if
desired):
(a) /X/ NON-CLASS YEAR ACCOUNTING (COMPLETE (1) AND (2)).
(1) The earliest of termination of employment with the Employer
and the following event(s) (check appropriate box(es); if
none selected, all distributions will be upon termination of
employment):
(A) / / Attainment of Normal Retirement Age (as defined in
Section 1.07(f)).
(B) / / Attainment of Early Retirement Age (as defined in
Section 1.07(g)).
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(C) / / The date on which the Participant becomes disabled
(as defined in Section l.07(h)).
(2) Timing of distribution (check either (A) or (B)).
(A) /X/ The Distribution of the Participant's Account will
be begin in the month following the event
described in (a)(1) above.
(B) / / The Distribution of the Participant's Account will
begin as soon as administratively feasible in the
calendar year following distribution event
described in (a)(1) above.
(b) / / CLASS YEAR ACCOUNTING (COMPLETE (1) AND (2)).
(1) Upon (check at least one; (A) must be selected if plan has
contributions pursuant to section 1.05(b) or (c)):
(A) / / Termination of employment with the Employer.
(B) / / The date elected by the Participant, pursuant to
Plan Section 8.02, and subject to the restrictions
imposed in Plan Section 8.02 with respect to future
Deferral Contributions, in which event such date of
distribution must be at least one year after the
date such Deferral Contribution would have been
paid to the Participant in cash in the absence of
the election to make the Deferral Contribution.
(2) Timing of distribution (check either (A) or (B)).
(A) / / The Distribution of the Participant's Account will
begin _____ (specify month and day) following the
event described in (b)(1) above.
(B) / / The Distribution of the Participant's Account will
begin _____ (specify month and day) of the calendar
year following the event described in (b)(1) above.
(c) /X/ AS SOON AS ADMINISTRATIVELY FEASIBLE FOLLOWING A CHANGE OF
CONTROL (AS DEFINED IN SECTION 1.12).
1.07 VESTING SCHEDULE
(a) THE PARTICIPANT'S VESTED PERCENTAGE IN MATCHING CONTRIBUTIONS ELECTED
IN SECTION 1.05(b) SHALL BE BASED UPON THE SCHEDULE(S) SELECTED BELOW.
(1) / / N/A - No Matching Contributions
(2) / / 100% Vesting immediately
(3) / / 3 year cliff (see C below)
(4) / / 5 year cliff (see D below)
(5) / / 6 year graduated (see E below)
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(6) / / 7 year graduated (see F below)
(7) /X/ G below
(8) / / Other (Attachment "B")
YEARS OF VESTING SCHEDULE
SERVICE FOR -----------------------------------
VESTING C D E F G
------------ ---- ---- ---- --- -------
0 0% 0% 0% 0% 0.00
1 0% 0% 0% 0% 20.00
2 0% 0% 20% 0% 40.00
3 100% 0% 40% 20% 60.00
4 100% 0% 60% 40% 80.00
5 100% 100% 80% 60% 100.00
6 100% 100% 100% 80% 100.00
7 100% 100% 100% 100% 100%
(b) THE PARTICIPANT'S VESTED PERCENTAGE IN EMPLOYER CONTRIBUTIONS ELECTED
IN SECTION 1.05(c) SHALL BE BASED UPON THE SCHEDULE(S) SELECTED BELOW.
(1) / / N/A - No Employer Contributions
(2) / / 100% Vesting immediately
(3) / / 3 year cliff (see C below)
(4) / / 5 year cliff (see D below)
(5) / / 6 year graduated (see E below)
(6) / / 7 year graduated (see F below)
(7) /X/ G below
(8) / / Other (Attachment "B")
YEARS OF VESTING SCHEDULE
SERVICE FOR -----------------------------------
VESTING C D E F G
------------ ---- ---- ---- --- -------
0 0% 0% 0% 0% 0.00
1 0% 0% 0% 0% 20.00
2 0% 0% 20% 0% 40.00
3 100% 0% 40% 20% 60.00
4 100% 0% 60% 40% 80.00
5 100% 100% 80% 60% 100.00
6 100% 100% 100% 80% 100.00
7 100% 100% 100% 100% 100%
(c) / / YEARS OF SERVICE FOR VESTING SHALL EXCLUDE (check one):
(1) / / for new plans, service prior to the Effective Date as
defined in Section 1.01(d)(1).
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(2) / / for existing plans converting from another plan
document, service prior to the original Effective
Date as defined in Section 1.01(d)(2).
(d) / / A PARTICIPANT WILL FORFEIT HIS MATCHING CONTRIBUTIONS AND
EMPLOYER CONTRIBUTIONS UPON THE OCCURRENCE OF THE FOLLOWING
EVENT(S):
------------------------------
(e) A PARTICIPANT WILL BE 100% VESTED IN HIS MATCHING CONTRIBUTIONS AND
EMPLOYER CONTRIBUTIONS UPON (CHECK THE APPROPRIATE BOX(ES), IF ANY;
IF 1.06(c) IS SELECTED, PARTICIPANTS WILL AUTOMATICALLY VEST UPON
CHANGE OF CONTROL AS DEFINED IN SECTION 1.12):
(1) / / Normal Retirement Age (as defined in Section 1.07(e)).
(2) / / Early Retirement Age (as defined in Section 1.07(f)).
(3) /x/ Death.
(4) /x/ The date on which the Participant becomes disabled, as
determined under Section 1.07(h) of the Plan.
(f) NORMAL RETIREMENT AGE UNDER THE PLAN IS (check one):
(1) /x/ age 65.
(2) / / age __ (specify from 55 through 64).
(3) / / the later of age __ (cannot exceed 65) or the fifth
anniversary of the Participant's Commencement Date.
If no box is checked in this Section 1.07(f), then Normal
Retirement Age is 65.
(g) / / EARLY RETIREMENT AGE IS THE FIRST DAY OF THE MONTH AFTER THE
PARTICIPANT ATTAINS AGE __ (SPECIFY 55 OR GREATER) AND
COMPLETES __ YEARS OF SERVICE FOR VESTING.
(h) /x/ THE DATE ON WHICH A PARTICIPANT BECOMES DISABLED IS
DETERMINED (CHECK ONE):
(1) /x/ under the long-term disability plan maintained by the
Employer in which the Participant participates.
(2) / / under Title II or XVI of the Social Security Act.
(3) / / in the sole discretion of the Administrator based on
factors applied in a uniform and nondiscriminatory
manner.
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1.08 PREDECESSOR EMPLOYER SERVICE
/ / SERVICE FOR PURPOSES OF VESTING IN SECTION 1.07(a) AND (b) SHALL
INCLUDE SERVICE WITH THE FOLLOWING EMPLOYER(S):
1.09 UNFORESEEABLE EMERGENCY WITHDRAWALS
PARTICIPANT WITHDRAWALS FOR UNFORESEEABLE EMERGENCY PRIOR TO TERMINATION
OF EMPLOYMENT (CHECK ONE; (b) must be selected if 1.06(b) HAS BEEN
SELECTED):
(a) /X/ WILL BE ALLOWED IN ACCORDANCE WITH SECTION 7.07, SUBJECT
TO A $1,000 MINIMUM AMOUNT. (MUST BE AT LEAST $1,000)
(b) / / WILL NOT BE ALLOWED.
1.10 DISTRIBUTIONS
SUBJECT TO ARTICLES 7 AND 8 DISTRIBUTIONS UNDER THE PLAN ARE ALWAYS
AVAILABLE AS A LUMP SUM. CHECK BELOW TO ALLOW DISTRIBUTIONS IN INSTALLMENT
PAYMENTS:
/X/ UNDER A SYSTEMATIC WITHDRAWAL PLAN (INSTALLMENTS) NOT TO EXCEED 10
YEARS.
1.11 INVESTMENT DECISIONS
(a) INVESTMENT DIRECTIONS
Investments in which the Accounts of Participants shall be treated
as invested and reinvested shall be directed (check one);
(1) / / by the EMPLOYER among the options listed in (b)
below.
(2) /X/ by each PARTICIPANT among the options listed in (b)
below.
(3) / / in accordance with investment directions provided by
each Participant for all contribution sources in a Participant's
Account except the following sources shall be invested as
directed by the Employer (check (A) and/or (B)):
(A) / / Nonelective Employer Contributions
(B) / / Matching Employer Contributions
The Employer must direct the applicable sources among the same
investment options made available for Participant directed
sources listed in the Service Agreement.
(b) PLAN INVESTMENT OPTIONS
Participant Accounts will be treated as invested among the
Investment Funds listed in the Service Agreement from time to time
pursuant to Participant and/or Employer directions, as applicable.
Note: The method and frequency for change of investments will be
determined under the rules applicable to the selected funds.
Information will be provided regarding expenses, if any, for
changes in investment options.
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1.12 CHANGE IN CONTROL
IF SECTION 1.06(c) IS SELECTED, THEN, PURSUANT TO SECTION 7.08 AND
NOTWITHSTANDING ANY OTHER PROVISION OF THE PLAN TO THE CONTRARY, THE
ACCOUNT BALANCES OF ALL PARTICIPANTS SHALL THE BECOME IMMEDIATELY
NONFORFEITABLE AND SHALL BECOME PAYABLE TO THE PARTICIPANTS AS SOON AS
PRACTICABLE UPON A CHANGE IN THE CONTROL OF THE EMPLOYER, AS DEFINED
BELOW:
SEE ATTACHMENT C
NOTE: INTERNAL REVENUE CODE SECTION 280G COULD IMPOSE CERTAIN,
ADVERSE TAX CONSEQUENCES ON BOTH PARTICIPANTS AND THE EMPLOYER
AS A RESULT OF THE APPLICATION OF SECTION 1.12. THE EMPLOYER
SHOULD CONSULT WITH ITS ATTORNEY PRIOR TO SELECTING TO APPLY
SECTION 1.06(c).
1.13 RELIANCE ON PLAN
An adopting Employer may not rely solely on this Plan to ensure that the
Plan is "unfunded and maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees" with respect to the Employer's particular
situation. This Agreement must be reviewed by the Employer's attorney
before it is executed.
This
Adoption Agreement may be used only in conjunction with the
CORPORATEplan for Retirement Executive Plan Basic Plan Document.
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EXECUTION PAGE
(FIDELITY'S COPY)
IN WITNESS WHEREOF, the Employer has caused this
Adoption Agreement to be
executed this 11TH day of DECEMBER, 2003.
Employer SAFETY INSURANCE CO.
-----------------------------------------
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Title VP TREASURER, CFO
-----------------------------------------
Employer
-----------------------------------------
By
-----------------------------------------
Title
-----------------------------------------
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ADDENDUM
Notwithstanding Section 4.0l(b) of The CORPORATE plan for Retirement Executive
Plan (Basic Plan Document), as adopted by Safety Insurance Company pursuant to
the
Adoption Agreement, solely with respect to the annual bonus payments to be
made in calendar year 2005 respecting services in calendar year 2004, a salary
reduction agreement applicable to such bonus deferral may be made on or before
March 15, 2005 or, if earlier, before the annual bonuses first become payable.
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