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MERCER MUTUAL INSURANCE COMPANY
BENEFIT AGREEMENT
THIS AGREEMENT, made and entered into effect this 11th day of December, 1989, to
be effective January 1, 1990, by and between the Xxxxxx Mutual Insurance
Company, a Corporation organized and existing under the laws of the State of New
Jersey, hereinafter called the Corporation, and the Board of Directors of the
Corporation:
WITNESSETH:
WHEREAS, it is the consensus of the Board of Directors that the Affected
Members' Service to the Corporation in the past has been of exceptional merit
and has constituted an invaluable contribution to the general welfare of the
Corporation and in bringing it to its present status of operating efficiency,
and its present position in its field of activity; and,
WHEREAS, the experience and knowledge of the Affected Members of the affairs of
the Corporation, is so valuable that assurance of their continued services
being essential for the future growth and profits of the Corporation, and it is
in the best interests of the Corporation to arrange terms of continued service
for the Affected Members so as to reasonably assure their remaining with the
Corporation during their lifetime or until the age of retirement; and,
WHEREAS, it is the desire of the Corporation that their services be retained as
herein provided; and,
WHEREAS, the Affected Members are willing to continue their service to the
Corporation provided the Corporation agrees to pay to them or their
beneficiaries certain benefits in accordance with the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of services performed in the past and to be
performed in the future, as well as of the mutual promises and covenants herein
contained, it as agreed as follows:
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ARTICLE ONE
1.1 EMPLOYMENT. The Corporation agrees to engage the Affected Members as
appointees of the Board of Directors as the Corporation will determine by
Election or appointment. The Affected Members will continue service to the
Corporation in such capacity and with such duties and responsibilities and
with such compensation as may be determined from time to time by the Board
of Directors of the Corporation.
The benefits provided by this Agreement are granted by the Corporation as a
fringe benefit to the Affected Members and are not part of any salary
reduction plan or an arrangement deferring a bonus or a salary increase.
The Affected Members have no option to take any current payment or bonus in
lieu of these benefits.
ARTICLE TWO
DEFINITIONS
2.1 "Affected Members" means those individuals who are designated as being a
Member of the Board of Directors of the Corporation and a participant under
this Agreement as evidenced by the Schedule A attached, and as the Schedule
may be amended from time to time.
2.2 "Compensation" means the monthly Director's Retainer fee as designated
by the Board of Directors.
2.3 "Early Retirement Date" means the first day of the month coinciding with or
next following the attainment of age 65 and the completion of at least 10
Years of Service. Members of the Board of Directors who were elected or
appointed prior to January 1, 1990, may retire at anytime.
2.4 "Normal Form of Benefit" means an annuity expressed as a ten year certain
annuity (no life thereafter). In addition, the Affected Members shall also
be permitted to elect a lump sum option on the value of the annuity at his
Retirement Date.
2.5 "Normal Retirement Date" means the first day of the month coinciding with
or next following the attainment of age 75 and the completion of at least
10 Years of Service. Members of the Board of Directors who were elected or
appointed prior to January 1, 1990, may retire at any time.
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ARTICLE THREE
3.1 RETIREMENT BENEFIT. If the Affected Members shall continue in the service
of the Corporation until attaining the age of seventy-five (75) and 10
Years of Service, they may retire from service as of the first day of the
month next following attainment of age 75 and 10 Years of Service or upon
such later date as may be mutually agreed upon by the Affected Members and
the Corporation.
The Corporation agrees that upon such retirement it will pay to the
Affected Member a pension equal to the monthly Director's Retainer Fee
which is in effect at the time of such Affected Member's Retirement Date,
and such benefit shall not be indexed beyond that date. Notwithstanding the
foregoing, said Director's Retainer Fee may be indexed after the effective
date of this Agreement and prior to the Affected Member's Retirement Date.
Each Affected Member who is appointed or elected to the Board of Directors
prior to January 1, 1990, shall be eligible to receive the benefit set
forth in the paragraph above regardless of age or service requirements.
3.2 DEATH BENEFIT. The Corporation agrees that if the Affected Member shall
retire and then die before he has received 120 monthly payments, it will
pay a death benefit to his designated beneficiary or surviving spouse. The
death benefit will be equal to the amount calculated pursuant to Section
3.1, to be paid to the surviving spouse or designated beneficiary, with no
more than 120 payments being made to the Affected Member and his designated
beneficiary or surviving spouse. In addition, the surviving spouse or
designated Beneficiary shall also have the option to elect a lump sum
distribution on the value of the annuity based on the total of the monthly
payments left after the Affected Member dies.
If the Affected Member dies before he retires, his surviving spouse or
designated beneficiary shall receive a death benefit equal to the
accumulated funds contributed under this Agreement to provide such Affected
Member with a retirement benefit pursuant to Section 3.1.
ARTICLE FOUR
4.1 ALIENABILITY. Neither the Affected Members, their widows, nor any other
beneficiary under this Agreement shall have the power or right to transfer,
assign, anticipate, hypothecate, mortgage, commute, modify, or otherwise
encumber in advance any of the benefits payable hereunder, nor shall any of
said benefits be subject to seizure for the payment of debts, judgments,
alimony or separate maintenance, owed by the Affected Members or their
beneficiaries or any of them, or be transferable by operation of law in the
event of bankruptcy, insolvency, or otherwise. In the event the Affected
Members or any beneficiaries attempt assignment,
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commutation, hypothecation, transfer, or disposal of the benefit hereunder
the Corporation's liabilities shall forthwith cease and terminate.
ARTICLE FIVE
5.1 PARTICIPATION IN OTHER PLANS. Nothing contained in this Agreement shall be
construed to alter, abridge, or in any manner affect the rights and
privileges of Affected Members to participate in and be covered by any
Pension, Profit Sharing, Group Insurance, Deferred Compensation, Bonus or
similar employee plans which the Corporation may now or hereafter sponsor
for their benefit.
ARTICLE SIX
6.1 FUNDING. The Corporation reserves the right at its sole and exclusive
discretion either to fund the obligations of the Corporation undertaken by
this Agreement or to refrain from funding the same, and to determine the
extent, nature, and method of such funding. At no time shall the Affected
Members be deemed to have any right, title or interest in or to any
specified asset or assets of the Corporation.
6.2 This Article shall not be construed as giving the Affected Members or their
beneficiaries any greater rights than those of any other unsecured creditor
of the Corporation.
ARTICLE SEVEN
7.1 REORGANIZATION. If the Corporation shall merge or consolidate into or with
another corporation, or reorganize, or sell substantially all of its assets
to another corporation, firm, or person, such succeeding or continuing
corporation, firm, or person may agree to assume and discharge the
obligations of the Corporation under this Agreement. Upon the occurrence of
such event, the term "Corporation" as used in this Agreement shall be
deemed to refer to such successor or survivor Corporation. However, if such
successor or survivor Corporation does not agree to assume the obligations
of the Corporation under this Agreement, all benefits under this Agreement
shall become immediately vested and the funded amount will be payable to
the Affected Members in a lump sum on the effective date of the
reorganization.
ARTICLE EIGHT
8.1 NOT A CONTRACT OF EMPLOYMENT. This Agreement shall not be deemed to
constitute a contract of service between parties hereto, nor shall any
provision hereof restrict the right of the Corporation to discharge the
Affected Members, or restrict the right of the Affected Members to
terminate their service.
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ARTICLE NINE
9.1 CLAIMS PROCEDURE. In the event that benefits under this Plan Agreement are
not paid to the Affected Members (or their beneficiaries in the case of the
Affected Members' death), and such person feels entitled to receive them, a
claim shall be made in writing to the Plan Administrator. Such claims shall
be reviewed by the Plan Administrator and the Corporation. If the claim is
denied, in full or in part, the Plan Administrator shall provide a written
notice within ninety (90) days setting forth the specific reasons for
denial, specific reference to the provisions of this Agreement upon which
the denial is based, and any additional material or information necessary
to perfect the claim, if any. Also, such written notice shall indicate the
steps to be taken if a review of the denial is desired.
If a claim is denied and a review is desired, the Affected Members (or
their beneficiaries in the case of the Affected Members' death), shall
notify the Plan Administrator in writing within sixty (60) days and a claim
shall be deemed denied if the Plan Administrator does not take any action
within the aforesaid ninety (90)-day period. In requesting a review, the
Affected Members (or their beneficiaries) may review this Plan Agreement or
any documents relating to it and submit any written issues and comments he
or she may feel appropriate. In its sole discretion, the Plan Administrator
shall then review the claim and provide a written decision within sixty
(60) days. This decision likewise shall state the specific reasons for the
decision and shall include reference to specific provisions of this Plan
Agreement on which the decision is based.
For purposes of implementing this claims procedure (but not for any other
purpose), the Board of Directors of Mercer Mutual Insurance Company are
hereby designated as the Named Fiduciary and Plan Administrator of this
Agreement.
ARTICLE TEN
10.1 ARBITRATION. In the event of any dispute, controversy or misunderstanding
arising between the parties hereto, which may, directly or indirectly
concern or involve any of the terms, covenants or conditions hereof, the
parties agree that such controversy shall be settled by arbitration in the
Borough of Xxxxxxxxxx, New Jersey in accordance with the Rules of American
Arbitration Association. One arbitrator shall be named by each party
involved in the dispute and then an additional arbitrator shall be named by
the arbitrators so chosen. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof. The
costs of the arbitration shall be borne by the party or parties designated
by the arbitrators.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed by its designated representative, and its Corporate seal affixed, duly
attested by its Secretary, Xxxxxx X. Xxxx this 14th day December, 1998.
FOR MERCER MUTUAL INSURANCE COMPANY
/s/ XXXXXXX X. XXXX
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Name
President
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Title
ATTEST:
/s/ XXXXXX X. XXXX
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Secretary
XXXXX X. HARTINGALE
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Witness
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SCHEDULE A
Attachment to Mercer Mutual Insurance Company
Benefit Agreement
Affected Members
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YEAR FIRST ELECTED OR
NAME DATE OF BIRTH APPOINTED
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Xxxxxx X. Xxxxx 12/09/37 1980
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Xxxxx X. Xxxxx 04/08/21 1985
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Xxxxxxx X. Xxxx 03/15/33 1970
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Xxxxxx X. Xxxxxxx, Xx. 01/26/50 1985
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Xxxxxxx X. Xxxxx 08/24/31 1979
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Xxxx X. Xxxxxx, Xx. 09/24/21 1968
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Xxxxxxx X. Xxx Xxx 05/23/41 1979
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