EXHIBIT 10(xvi)
RETIREMENT PLAN FOR DIRECTORS OF
ORION CAPITAL CORPORATION
(As Amended September 12, 1994)
Section 1. PURPOSE
The purpose of the Plan is to provide the non-employee Directors
of Orion Capital Corporation with post-retirement compensation for
their services and to assist Orion Capital Corporation in attracting
and retaining qualified individuals to serve as Directors.
Section 2. DEFINITIONS
"Affiliated Company" shall mean any company more than 50
percent of the voting stock of which is directly or indirectly owned
by the Corporation.
"Corporation" shall mean Orion Capital Corporation.
"Credited Service" shall mean all years and fractions
thereof of service as a Director, whether before or after the
Effective Date. No period during which a Director was employed in
the capacity of an employee of the Corporation or any Affiliated
Company shall be included in determining the length of a Director's
Credited Service.
"Director" shall mean a member of the Board of Directors of
the Corporation.
"Effective Date" shall be April 1, 1990.
"Payment Date" shall mean the date or dates on which
persons who at such time are currently Directors are paid the
Retainer.
"Plan" shall mean this Retirement Plan for Directors of the
Corporation.
"Plan Administrator" shall mean the Secretary of the
Corporation.
"Retainer" shall mean the annual fee established by the
Board of Directors of the Corporation for service as a Director, but
excluding meeting fees, any additional fees paid to a Chairman of a
Committee of the Board of Directors of the Corporation, expense
reimbursements, and any stock options granted to any Director.
Section 3. PARTICIPATION
All individuals who are Directors on and after the
Effective Date and who have at least five (5) years of Credited
Service shall be entitled to participate in the Plan and receive the
benefits provided hereunder, except that all individuals who were
Directors after the Effective Date and prior to September 12, 1994,
shall be entitled to participate in the Plan and receive the benefits
hereunder irrespective of whether or not any such individual has five
(5) years of Credited Service.
Section 4. ELIGIBILITY FOR RETIREMENT BENEFITS
A Director shall be entitled upon the termination of
service as a Director to the retirement benefits provided under
Section 6 of this Plan when such Director terminates service as a
Director to the Corporation or following a Change in Control, as
defined in Section 5 below.
Section 5. CHANGE IN CONTROL
For the purpose of this Plan, a "Change in Control" shall
be deemed to have occurred if and when:
(i) any "person", as such term is used in Sections 13(d)
and 14(d) (2) of the Securities Exchange Act of 1934 (the
"Act"),becomes a beneficial owner, as such term is used in Rule 13d-3
of the Act, of securities of the Corporation representing 40 percent
or more of the voting power of the outstanding common stock of the
Corporation, (any such owner being hereinafter referred to as an
"Acquiring Person");
(ii) a majority of the Board of Directors of the Corporation
(the "Board") at anytime consists of individuals elected to
membership at a Board meeting or a Corporation shareholders' meeting
other than individuals nominated or approved by a majority of
Disinterested Directors;
(iii) all or substantially all of the business of the
Corporation is disposed of pursuant to a merger, consolidation or
other transaction (other than a merger, consolidation or other
transaction with a company of which 50 percent or more of the
combined voting power of the outstanding securities having a right to
vote at the election of directors is owned, directly or indirectly,
by the Corporation both before and immediately after the merger,
consolidation or other transaction) in which the Corporation is not
the surviving corporation or the Corporation is materially or
completely liquidated.
(iv) The Corporation combines with another company and is the
surviving corporation (other than a merger, consolidation or other
transaction with a company of which 50 percent or more of the
combined voting power of the outstanding securities having a right to
vote at the election of directors is owned, immedately after the
merger, consolidation or other trans-
action), but immediately after the combination, the shareholders of
the Corporation hold, directly or indirectly less than 50 percent of
the total outstanding securities of the combined company having a
right to vote at the election of directors.
For this purpose, "Disinterested Directors" shall mean any
member of the Board (i) who is not an officer or employee of the
Corporation or any of its subsidiaries, (ii) who is not an Acquiring
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Person or an affiliate or associate of an Acquiring Person or a
nominee or representative of an Acquiring Person and (iii) who was a
member of the Board on the Effective Date or was recommended for
election or elected by a majority of the Disinterested Directors then
on the Board.
Section 6. RETIREMENT BENEFITS
The annual retirement benefit payable under the Plan to a
retired Director shall be equal to one half (1/2) the annual Retainer
in effect on the date a Director's service terminates. The
retirement benefit retirement benefit payable for a fractional period
of Credited Service shall equal the appropriate fraction of such
Retainer. This annual retirement benefit shall be payable to the
former Director (or, in the event of his or her death, thereafter to
his or her beneficiary or beneficiaries) for a period equal to the
length of his or her Credited Service or fifteen (15) years,
whichever is less. Payment of the retirement benefit shall be made
on each Payment Date commencing with the Payment Date following his
or her termination of service, for any reason, as a Director.
Notwithstanding the foregoing provisions, however, in the case of
retirement benefits to be received following a Change in Control,
such benefits, calculated as set forth above, shall be paid in one
lump sum, without discount, on the first Payment Date following such
Change in Control.
Section 7. DEATH BENEFITS
In the event that a Director dies while serving as a
Director, then a death benefit shall be paid under this Plan to the
Director's beneficiary or beneficiaries in an amount and at the times
a retirement benefit would have been payable to the Director
pursuant to Section 6.
Section 8. BENEFICIARIES
A Director or former Director's beneficiary or
beneficiaries shall be the person or persons last designated as such
in a writing and filed by the Director or former Director with the
Plan Administrator. If no designation is in effect or the person or
persons so designated do not survive the Director or former Director,
the beneficiary shall be the estate of the Director or former
Director.
Section 9. SUSPENSION OF BENEFITS
In the event a retired Director who is receiving retirement
benefits under this Plan returns to service as a Director, payment of
such retirement benefits shall be suspended during such subsequent
period of service. Payment of retirement benefits shall commence
again on the Payment Date following the date such subsequent service
as a Director terminates. The amount of the remaining retirement
benefits following such subsequent termination shall be based on the
Retainer in effect at the time of such subsequent termination of
service as a Director. Payments shall continue until the total
period that payment of retirement benefits are made, including the
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time of payments made prior to an individual's return to service as
a Director, equals the total Credited Service by the individual as a
Director, or fifteen (15) years, whichever is less.
Section 10. FUNDING
The benefits payable under this Plan shall not be secured
by any assets of the Corporation or any Affiliated Company, nor shall
any assets of the Corporation or any Affiliated Company be set aside
or allocated to the satisfaction of such benefits. Benefits under
the Plan shall be paid from the general assets of the Corporation and
each Director's interest in his or her benefits under this Plan shall
be only that of an unsecured general creditor of the Corporation.
Section 11. ADMINISTRATION
The Plan shall be administered by the Plan Administrator.
In addition to the powers otherwise specifically granted the Plan
Administrator under this Plan, the Plan Administrator shall (i) be
empowered to administer and interpret the Plan, (ii) adopt or revise
any rules or regulations pertaining to the Plan, and (iii) make any
other determinations which he or she believes are necessary or
advisable for the administration of the Plan.
Section 12. ALIENATION OF BENEFITS
No interest of any Director or beneficiary hereunder shall
be transferred, assigned, pledged, anticipated or alienated by the
Director or beneficiary or beneficiaries in any manner (except by
will or the laws of descent and distribution) nor shall it be subject
to attachment, bankruptcy proceedings or to any other legal process
or the interference or control of creditors of the Director or any
beneficiary or beneficiaries of the Director.
Section 13. GOVERNING LAWS
This Plan shall be governed by and construed under the laws
of the State of Delaware.
Section 14. AMENDMENT, MODIFICATION, OR TERMINATION OF
THE PLAN
The Board of Directors at any time may in any respect
terminate, amend or modify the Plan, without the consent of any
Director or beneficiary, provided that no amendment may reduce the
accrued benefits of any Director.
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