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EXHIBIT 10.32
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 March 1, 2000 ("Effective Date"), by and between The
MIIX Group, Incorporated, New Jersey State Medical Underwriters, Inc.
("Employer" or "Company") and Xxxxxx X. Grab (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
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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, 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 March 1, 2005, provided,
however, that distribution shall be accelerated in the event Employee
separates from service of Employer for any reason prior to March 1,
2005. 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
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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 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
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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:
19.1.1. "CHANGE IN CONTROL" shall be as defined in Section 3.5 of the
Employment Agreement dated as of March 1, 2000 among the MIIX
Group, Incorporated, New Jersey State Medical Underwriters,
Inc. and Xxxxxx X. Grab.
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. GRAB 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 March 1, 2000 ("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 March 1, 2000, 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:___________________________________________________________________
