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EXHIBIT 10.33
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 15, 1999 ("Effective Date"), by and between
The MIIX Group, Incorporated, New Jersey State Medical Underwriters, Inc.
("Employer" or "Company") and Xxxxxx X. 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
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.
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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, Incorporated 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 15, 2004, provided,
however, that distribution shall be accelerated in the event Employee
separates from service of Employer for any reason prior to December 15,
2004. 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 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.
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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 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, 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 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.
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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:
19.1.1 "CHANGE IN CONTROL" shall be as defined in Section 3.5 of the
Employment Agreement dated as of December 15, 1999 among the MIIX
Group, Incorporated, New Jersey State Medical Underwriters, Inc.
and Xxxxxx Xxxxxx.
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: ________________________________ ______________________________
Date
NEW JERSEY STATE MEDICAL
UNDERWRITERS, INC.
By: ________________________________ ______________________________
Date
____________________________________ ______________________________
XXXXXX X. XXXXXX Date
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THE MIIX GROUP, INCORPORATED AND
NEW JERSEY STATE MEDICAL UNDERWRITERS, INC.
Deferred Compensation Plan
INVESTMENT ELECTION FORM
________________________________________________________________________________
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 15, 1999 ("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, Incorporated.
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 15, 1999, 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:___________________________________________________________________________
