Exhibit 10.76
THE MIIX GROUP, INCORPORATED AND
NEW JERSEY STATE MEDICAL UNDERWRITERS, INC.
Deferred Compensation Plan
The Non-Qualified Deferred Compensation Agreement ("Agreement" or "Plan") is
entered into and effective December 18, 2002, ("Effective Date"), by and between
The MIIX Group, Incorporated, New Jersey State Medical Underwriters, Inc.
("Employer" or "Company") and Xxxxx Xxxxxx (hereinafter sometimes referred to as
"Employee" or "Participant").
WITNESSETH THAT:
In consideration of the agreements hereinafter contained the parties hereto
agree as follows:
1.1. Establishment of Plan. Employer hereby establishes this Deferred
Compensation Plan which shall become effective as of the date selected
by Employer. The Plan shall be maintained for the exclusive benefit of
Employee.
1.2. Nature of Plan. The Plan is intended to be and at all times shall be
interpreted and administered so as to qualify as an unfunded plan of
deferred compensation for purposes of the Internal Revenue Code of
1986, as amended, and regulations thereunder, and the Employee
Retirement Income Security Act of 1974.
1.3. Purpose of Plan. The purpose of this Plan is to enable Employee to
enhance his financial security by permitting him to enter into this
agreement with Employer to defer his compensation and receive benefits
in a future year.
1.4. Applicable Compensation. Elections to defer compensation shall be made
with respect to compensation not yet earned. In the case of bonuses or
other nonperiodic payments, such compensation shall be treated as
earned no earlier than the day on which the amount payable has been
determined. In the case of periodic payments such as salary, such
compensation shall be treated as earned no earlier than the day prior
to the day on which the service period giving rise to the salary has
commenced. In the case of Dividend Equivalents (awarded pursuant to
The MIIX Group, Incorporated Amended and Restated 1998 Long Term
Incentive Equity Plan) converted into cash, such compensation shall be
treated as earned no earlier than the day prior to the day on which
such Dividend Equivalents are credited to the account maintained on
behalf of the Participant under Sections 6.4 and 9.3 of the Equity
Plan.
1.5. Deferral of Compensation. Employee shall make an irrevocable election
to defer compensation to be paid by Employer by the signing of an
Election to Defer in the form approved by Employer. Deferrals under
such elections shall be effective on the date the Election to Defer is
properly completed by Employee and accepted by
Employer. Employer shall acknowledge receipt of Employee's deferral
election by signing the Election to Defer and returning it to Employee
within 14 days of receipt.
1.6. Earnings. Interest shall be credited monthly by Employer on amounts
deferred under this Plan at a rate of return equal to the aggregate
investment portfolio yield for The MIIX Group of Companies or, if
applicable, the return directly associated with any specific
investment alternatives chosen by Employee and approved by Employer,
including, but not limited to, any income (loss) and realized and
unrealized gains (losses). Employee may change selected investment
alternatives on a prospective basis only.
1.7. Commencement of Distributions. Distribution of benefits to Participant
under the Plan shall commence no earlier than December 18, 2007,
provided, however, that distribution shall be accelerated in the event
Employee separates from service of Employer for any reason prior to
December 18, 2002. In such event, Plan benefits shall commence within
60 days after such separation from service. Notwithstanding the
foregoing, if Participant dies prior to the time his/her benefits
under this Plan have been distributed in full, any remaining portion
of benefits yet to be distributed under this Plan shall be distributed
as soon as administratively practicable to Participant's estate or
such other beneficiary as designated by Participant on a Beneficiary
Designation Form.
1.8. Manner of Payment. Distributions shall be made in cash by Employer
except to the extent that Participant elects to receive payment in the
form of property that was designated as an investment alternative as
provided in Section 1.6 of this Agreement. In such case, any cash due
shall be reduced by the fair market value of such in kind payment at
the time of the distribution.
1.9. Plan Administration. The Company shall be responsible for the
administration of the Plan, including any associated costs.
1.10. Ownership of Assets. All amounts of compensation deferred under the
Plan, all property and rights purchased with such amounts, and all
income attributable to such amounts, property, or rights shall remain
(until made available to Participant) solely the property and rights
of the Company (without being restricted to the provisions of benefits
under the Plan) and shall be subject to the claims of the Company's
general creditors.
1.11. Limitation of Rights / Employment Relationship. Neither the
establishment of this Plan nor any modification thereof, nor the
creation of any fund or account, nor the payment of any benefits,
shall be construed as giving Participant or any other person any legal
or equitable right against Employer except as provided in the Plan.
1.12. Limitation of Assignment. Benefits under the Plan may not be assigned,
sold, transferred, or encumbered, and any attempt to do so shall be
void. Participant's
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interest in benefits under the Plan shall not be subjected to debts or
liabilities of any kind and shall not be subject to attachment,
garnishment, or other legal process.
1.13. Representations. Employer does not represent or guarantee that any
particular federal or state income, payroll, personal property, or
other tax consequence will result from participation in this Plan.
Participant should consult with professional tax advisors to determine
the tax consequences of his/her participation.
1.14. Applicable Law. This Plan shall be construed in accordance with
applicable federal law and, to the extent otherwise applicable, the
law of the State of New Jersey.
1.15. Responsibility for Taxes. Participant is responsible for all federal,
state, and other taxes assessed on amounts deferred under this Plan.
Employer shall have the right to withhold or reduce Plan benefits to
satisfy such withholding obligations, as it may deem necessary to
ensure proper withholding procedures.
1.16. Establishment of Trust. In the event of a Change in Control as defined
in Paragraph 1.19, the Employer shall immediately establish the
Employee's Trust (the "Trust") and contribute assets to such Trust in
an amount equal to the Employer's obligations to the Participant under
this Plan determined as of the date of the Change in Control. Prior to
such a Change in Control, the Employer may, at its option and in its
sole discretion, establish such a Trust. Such Trust shall be
established in accordance with the Internal Revenue Service model
trust agreement as set forth in Revenue Procedure 92-64.
1.17. Effect of the Trust. The provisions of the Plan shall govern the
rights of the Participant to receive distributions pursuant to the
Plan. The provisions of the Trust shall govern the rights of the
Participant and the creditors of the Employer to the assets
transferred to the Trust. The Employer shall at all times remain
liable to carry out its obligations under the Plan. The Employee's
obligations under the Plan may be satisfied with Trust assets
distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Employee's obligation under the Plan.
1.18. Prior Plans and Agreements. This Plan supercedes all prior plans and
agreements between the Company and the Employee with respect to
deferred compensation and all sums and investments held under such
other plans and agreements shall be transferred to this Plan and
administered under its terms.
1.19. Definitions. For purposes of Paragraph 1.16, the following capitalized
words shall have the meanings set forth below:
1.19.1. "Change in Control" shall be as defined in Section 3.5 of
the Employment Agreement dated as of December 18, 2002 among
the MIIX Group, Incorporated, New Jersey State Medical
Underwriters, Inc. and Xxxxx Xxxxxx.
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IN WITNESS WHEREOF, the parties have executed this Agreement on one or more
counterparts which, taken together, shall constitute one Agreement, which
Agreement shall be effective as of the date recited above.
THE MIIX GROUP, INCORPORATED
By:________________________________ ____________________________
Xxxxxxxx X. Xxxxxxxx Date
Chairman & CEO
NEW JERSEY STATE MEDICAL
UNDERWRITERS, INC.
By:________________________________ ____________________________
Xxxxxxxx X. Xxxxxxxx Date
Chairman & CEO
___________________________________ ____________________________
XXXXX XXXXXX Date
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THE MIIX GROUP, INCORPORATED AND
NEW JERSEY STATE MEDICAL UNDERWRITERS, INC.
Deferred Compensation Plan
INVESTMENT ELECTION FORM
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Pursuant to the terms of the Non-Qualified Deferred Compensation Agreement
entered into between me, The MIIX Group, Incorporated, and New Jersey State
Medical Underwriters, Inc. effective December 18, 2002 ("Plan"), I hereby revoke
any prior investment designations for the amounts credited to my account balance
under the Plan, and I hereby elect the following investments for amounts
credited to my account. This election is to be effective at the earliest date
permissible under and subject to all of the terms of, the Plan:
Investment Options Percentage of Plan Account:
1. Specified Investments* $________________
2. Unspecified** 100%
3. ______________________________________ _________________
4. ______________________________________ _________________
5. ______________________________________ _________________
Total ______________________________________ $________________
* Specify Investment:___________________________________________________________
** Therefore earning interest in an amount equal to the consolidated aggregate
investment portfolio yield for The MIIX Group of Companies
Participant's Signature:__________________________________________________
Print Name:_______________________________________________________________
Date:_____________________________________________________________________
Approved:_________________________________________________________________
By:_______________________________________________________________________
Print Name:_______________________________________________________________
Date:_____________________________________________________________________
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The MIIX Group, Incorporated and
New Jersey State Medical Underwriters, Inc.
Deferred Compensation Plan
Election to Defer
Pursuant to the terms of the Non-Qualified Deferred Compensation Agreement
entered into between me, The MIIX Group, Incorporated, and New Jersey State
Medical Underwriters, Inc. effective December 18, 2002, I hereby elect to defer
the following amounts or percentages of compensation:
Salary: Commencing on _________________________________________________
In the amount of ___________________________________________________
Bonus: That will be determined on ________________________________________
In the amount of ___________________________________________________
Stock Option
Dividend Equivalents: Commencing on __________________________________________
Participant's Signature:_______________________________________________________
Print Name:_____________________________________________________________________
Date:___________________________________________________________________________
Approved: The MIIX Group, Incorporated
By:_____________________________________________________________________________
Print Name:_____________________________________________________________________
Date:___________________________________________________________________________
Approved: New Jersey State Medical Underwriters, Inc.
By:_____________________________________________________________________________
Print Name:_____________________________________________________________________
Date:___________________________________________________________________________
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