EXHIBIT 10.5
THE E.W. BLANCH HOLDINGS, INC. EXECUTIVE RESTRICTED
STOCK INCENTIVE PLAN
Section 1. Purposes.
The E.W. Blanch Holdings, Inc. Executive Restricted Stock
Incentive Plan (the "Plan") was established by the Board of Directors of E.W.
Blanch Holdings, Inc. (the "Company"), effective as of February 18, 1997,
subject to approval by the Shareholders of the Company. The purpose of the Plan
is to provide incentivized, at-risk compensation for a select group of
management or highly compensated employees of the Company or its Subsidiaries
whom the Company believes can contribute materially to the continued growth,
development and success of the Company.
Section 2. Definitions.
As used in this Plan, the following terms shall have the
meanings indicated and other capitalized terms not defined below shall have the
meanings as defined in the 1993 Stock Incentive Plan of E.W. Blanch Holdings,
Inc.:
(a) "Base Compensation" shall mean the Participant's base
salary payable by the Company or its Subsidiaries, determined on an annualized
basis, without regard to any bonuses or incentive plan compensation, and prior
to the Elective Deferral the Participant agrees to under the terms of this Plan.
(b) "Committee" shall mean the Personnel and Compensation
Committee of the Company's Board of Directors.
(c) "Designated Beneficiary" shall mean a beneficiary
designated by a Participant, in accordance with the terms and conditions of
Section 15 of the Plan, to receive the Participant's Plan Account in the event
of the Participant's death, or in the absence of an effective designation by the
Participant, the Participant's surviving spouse, or if there is no servicing
spouse, the Participant's estate.
(d) "Election to Defer Base Compensation" shall mean that
written election form adopted from time-to-time by the Company's management or
the Committee, which documents a Participant's annual and irrevocable election
to participate in the Plan and to defer his or her Base Compensation in
accordance with the terms and conditions of the Plan.
(e) "Elective Deferral" shall mean the portion of a
Participant's Base Compensation that the Participant elects to forego in
accordance with the terms and conditions of the Plan.
(f) "Participant" shall mean any managerial or highly
compensated employee of the Company or its Subsidiaries who is eligible to
participate in the Plan and has filed a written Election to Defer Base
Compensation in accordance with the terms and conditions of this Plan.
(g) "Performance Period" shall mean the period during which
the achievement of the Target Performance Goals selected by the Committee with
respect to any award pursuant to the Plan is to be measured.
(h) "Plan Account" shall mean a general ledger account
established for a Participant in accordance with the terms and conditions of
Section 11 of the Plan.
(i) "Restricted Stock" shall mean "Restricted Stock" as
defined in the 1993 Stock Incentive Plan of E.W. Blanch Holdings, Inc..
(j) "Securities Act" shall mean the Securities Act of 1933, as
amended from time to time.
(k) "Subsidiaries" shall mean those corporations, more than
50% of whose outstanding securities the Company has the right, directly or
indirectly, to vote for the elections of directors, and who are identified by
the Committee to be covered by this Plan.
(l) "Target Performance Goal(s)" shall mean a performance goal
established by the Committee, at any time ending on or before the 90th day of
the applicable Performance Period, based on any or all of the following business
criteria, which may apply to the individual in question, an identifiable
business unit or the Company as a whole: stock price, market share, sales,
earnings per share, return on equity or costs, return on invested capital or net
assets employed, cumulative total return to shareholders, whether compared to
preselected peer groups or not, consolidated pre-tax earnings, net revenues, net
earnings, operating income, earnings before interest and taxes, and cash flow,
for the applicable performance period, all as computed in accordance with
generally accepted accounting principles as in effect from time to time and as
applied by the Company in the preparation of its financial statements and
subject to such other special rules and conditions as the Committee may
establish at any time ending on or before the 90th day of the applicable
Performance Period. The foregoing shall constitute the sole business criteria
upon which the performance goals under this Plan shall be based.
Section 3. Eligibility and Participation.
Employees of the Corporation and its Subsidiaries shall be
eligible to participate in the Plan if they hold an officer position of Senior
Vice President or higher in the Corporation or its subsidiaries. For purposes of
the Swire Blanch Insurance (Holdings) Limited and its Subsidiaries, eligible
employees shall be those holding the position of Director or higher. An eligible
employee may participate in the Plan for a specified Performance Period by
timely filing with the Company an Election to Defer Base Compensation for that
Performance Period.
Section 4. Plan Benefits.
Every Performance Period, in conjunction with filing the
Election to Defer Base Compensation, each Participant will designate a
percentage of his or her Base Compensation
that constitutes his or her Elective Deferral for that Performance Period. The
Participant may elect to forego 5%, 10%, 15% or 20% of his or her Base
Compensation, or such other percent as may be permitted by the Committee. The
period of time in which the Participant actually foregoes the designated percent
of his or her Base Compensation need not coincide exactly with the Performance
Period.
In exchange, the Participant shall receive the right to an
award of Restricted Stock, subject to the award, vesting and forfeitures
provisions of this Plan. The amount of Restricted Stock awarded will depend on
whether the Company achieves the Target Performance Goal(s) designated by the
Committee for the Performance Period in issue. If the Company does achieve the
designated Target Performance Goal(s), the Participant will be awarded
Restricted Stock valued at two-times the amount of Base Compensation the
Participant elected to forego that year, based on the Fair Market Value of the
Company's stock as of the close of trading on April 1 of that Performance Period
(to the next full share). If the Company does not achieve the designated Target
Performance Goal, each Participant will be awarded Restricted Stock valued at
50% of the amount of Base Compensation the Participant elected to forego that
Performance Period, based on the trading price of the Company's stock as of the
close of trading on April 1 of that Performance Period (to the next full share).
Section 5. Provisions Related to ss.162(m)
(a) The maximum number of shares of Restricted Stock which may
be granted to any Participant with respect to any Performance Period shall not
exceed 100,000 shares.
(b) Not later than 90 days after the beginning of each
Performance Period selected by the Committee it shall:
1) designate all Participants for such Performance Period
and;
2) establish the Target Performance Goals for each
Participant for that Performance Period on the basis of one or more of the
business criteria set forth herein.
c) Following the close of each Performance Period and prior to
payment of any amount to any Participant under the Plan, the Committee must
certify in writing as to the attainment of all factors (including the
performance factors for a Participant) upon which any payments to a Participant
for that Performance Period are to be based.
d) Each of the foregoing provisions and all of the other terms
and conditions of the Plan shall be interpreted in such a fashion so as to
qualify all compensation paid hereunder as "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code.
e) No shares of Restricted Stock shall be awarded under the
Plan and this Plan shall be null and void and have no effect whatsoever unless
the Plan shall have been approved by the stockholders of the Company at the 1997
annual meeting of stockholders.
Section 6. Termination of Participation
An eligible employee's participation in the Plan shall
terminate as of the end of each Performance Period, unless he or she elects to
enroll as a Participant for the subsequent Performance Period in accordance with
the terms and conditions of this Plan. An eligible employee's participation
shall terminate before the end of the Performance Period, in the event of
termination of employment, death or disability. When an eligible employee's
participation terminates before the end of the Performance Period due to
involuntary termination of employment, death or disability, the amount of any
Base Compensation foregone by that employee that year shall be reimbursed by the
Company to the employee or his / her Designated Beneficiary.
Section 7. Award of Restricted Stock
(a) When Restricted Stock is awarded pursuant to Section 4 of
this Plan, the Committee shall then cause stock certificates registered in the
name of the Participant to be issued and deposited with an escrow agent to be
designated by the Committee. The Committee shall cause the escrow agent to issue
to the Participant a receipt evidencing any stock certificate held by it
registered in the name of the Participant.
(b) The Holder of a Restricted Stock Award shall execute and
deliver to the Secretary of the Company an agreement with respect to the
Restricted Stock and an escrow agreement satisfactory to the Committee, and the
appropriate blank stock powers with respect to the Restricted Stock covered by
such agreements. Subject to the restrictions set forth in the following
paragraph, the Holder shall generally have the rights and privileges of a
stockholder as to such Restricted Stock, including the right to vote such
Restricted Stock. At the discretion of the Committee, cash and stock dividends
with respect to the Restricted Stock may be either currently paid or withheld by
the Company for the Holder's Plan Account, and interest may be paid on the
amount of cash dividends withheld at a rate and subject to such terms as
determined by the Committee. Cash or stock dividends so withheld by the
Committee shall not be subject to forfeiture.
(c) Restricted Stock awarded to a Participant shall be subject
to the following restrictions until the expiration of the Restricted Period: (1)
the Participant shall not be entitled to delivery of the stock certificate; (2)
the shares shall be subject to the restrictions on transferability set forth in
the Grant; (3) the shares shall be subject to forfeiture to the extent provided
in Section 9 of this Plan, and to the extent such shares are forfeited, the
stock certificates shall be returned to the Company, and all rights of the
Participant to such shares shall terminate without further obligation on the
part of the Company.
(d) Upon the expiration of the Restricted Period with respect
to any shares of Stock covered by a Restricted Stock Award, a stock certificate
evidencing the shares of Restricted Stock which have not then been forfeited and
with respect to which the Restricted Period has expired (to the nearest full
share) shall be delivered without charge to the Participant, or his Designated
Beneficiary, free of all restrictions under the Plan.
Section 8. Restricted Period
The Restricted Period of Restricted Stock shall expire in
accordance with the following schedules:
(a) If the Target Performance Goal for the Performance Period
in issue is not achieved, the full number of shares awarded under Section 4 of
the Plan for that Performance Period shall vest on the next April 1 following
the end of the Performance Period.
(b) If the Target Earnings Per Share for the Plan year in
issue is achieved, one-third of shares awarded under Section 4 of this Plan
shall vest on the next April 1 following the end of the Performance Period, and
one-third shall vest on April 1 of each of the following two years.
Section 9. Forfeiture Provisions
In the event a Participant terminates employment during a
Restricted Period, that portion of the Award with respect to which restrictions
have not expired ("Non-Vested Portion") shall be treated as follows.
(a) Resignation or discharge:
-- The Non-Vested Portion of the Award would be
completely forfeited.
(b) Death, Disability or Retirement (excluding
early retirement):
-- The Non-Vested Portion of the Award shall become fully vested
and be paid to the Participant or his Designated Beneficiary
as soon as practicable following death, disability, or
retirement.
Section 10. Payment for Restricted Stock
Except as provided in Section 7(b) of this Plan, a Participant
shall not be required to make any payment for Restricted Stock awarded under
this Plan.
Section 11. SEC Restrictions
Each certificate representing Restricted Stock shall bear such
legends as the Committee determines appropriate under the Securities Act and any
related legislation or regulations. The Company agrees, however, to take those
steps necessary to register such shares under the Securities Act, prior to the
vesting of those shares under Section 8 of this Plan.
Section 12. Plan Account
A separate Plan Account shall be established on the Company's
books for each Participant for the purpose of accounting for all Elective
Deferrals made and Restrictive Stock rights earned pursuant to the terms and
conditions of this Plan.
Neither the Plan nor any award shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between
the Company and a Participant or any other person. To the extent that any person
acquires a right to receive payments of cash or restricted stock from the
Company or any Subsidiary pursuant to the Plan, such right shall be no greater
than the right of any unsecured general creditor of the Company. None of the
rights or benefits provided under the Plan shall be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of during the time in which the
requirement of continued employment or attainment of performance objectives has
not been achieved.
Section 13. Tax Withholding
Notwithstanding any other provision of the Plan, the Company
or a Subsidiary, as appropriate, shall have the right to deduct from all
Restricted Stock Awards all federal, state or local taxes as required by law to
be withheld with respect to such Awards, and the Participant or other person
receiving such Stock may be required to pay to the Company or a Subsidiary, as
appropriate prior to delivery of such Stock, the amount of any such taxes which
the Company or Subsidiary is required to withhold, if any, with respect to such
Stock. If such payment is not received, the Company may withhold an appropriate
number of shares in payment of such withholding tax obligations.
Section 14. Cross Reference to Stock Plan
Any shares of Restricted Stock issued under the Plan shall be
deemed issued pursuant to an in accordance with the relevant terms and
conditions of the 1993 Stock Incentive Plan of E.W. Blanch Holdings, Inc., as
amended, modified or interpreted by the Committee.
Section 15. Designation and Change of Designated Beneficiary
Each participant may file with the Committee a written
designation of one or more persons as the Designated Beneficiary who shall be
entitled to receive the Restricted Stock, if any, due under the Plan upon his
death. A Participant may, from time to time, revoke or change his beneficiary
designation without the consent of any prior beneficiary by filing a new
designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant's death, and in no event shall it be
effective as of a date prior to such receipt.
Section 16. No Guarantee of Employment
Nothing contained in the Plan shall be interpreted as a
contract of employment between the Company, or any of its Subsidiaries, and a
Participant, as establishing the right of a Participant to be continued in the
employment of the Company or any of its Subsidiaries or as a limitation of the
right of the Company or any of its Subsidiaries to discharge a Participant, with
or without cause.
Section 17. Other Benefit Programs
Participation in the Plan is in addition to and not in lieu of
any other qualified or non-qualified employee benefit plans or programs in which
a Participant is or may become eligible to participate by reason of employment
with the Company. Except as otherwise provided herein or in such other plans or
programs, participation in the Plan and receipt of any benefits hereunder shall
be disregarded under such other plans or programs. Notwithstanding the
foregoing, a Participant's benefits under all non-qualified employee benefit
plans or programs maintained by the Company shall be determined as if the
Participant had not made an Election To Defer Base Compensation. With respect to
the Company's qualified retirement plan, in the event that a Participant's
contribution to that plan, or benefits or account balance therein, is affected
in any manner by the Participant having made an Election to Defer Base
Compensation pursuant to the Plan, then such Participant shall receive an
additional current payment in an amount equal to that percentage of the
compensation deferred pursuant to the Participant's Election to Defer Base
Compensation that would have otherwise been taken into account as a contribution
to, benefit or credit to an account balance pursuant to such qualified
retirement plan.
Section 18. Amendment and Termination
Notwithstanding any provision of the Plan, the Company
reserves the right, in its sole and absolute discretion, to modify, amend,
suspend or terminate the Plan at any time and for any reason, with or without
notice; provided, however that no such modification, amendment, suspension or
termination shall reduce the balance of any Participant's Plan Account
determined as of the date any such action is taken.
ELECTION TO DEFER
BASE COMPENSATION
To: E.W. Blanch Holdings, Inc. (the "Company") or its Subsidiaries
Pursuant to The E.W. Blanch Holdings, Inc. Executive
Restricted Stock Incentive Plan, effective as of February 18, 1997 (the "Plan"),
I hereby make an irrevocable election to forego____ percent (__%) of my Base
Compensation for the twelve month period from April 1997 through March 1998. I
understand that, to be effective, this election form must be received by the
Company before April 1, 1997.
I understand that:
* my decisions on this form are irrevocable and legally binding,
and
* the Restricted Stock and other benefits I may receive are
subject to and governed by the terms and conditions of the
Plan, a copy of which has been provided to me.
Date:________________________ _________________________________
Employee
This election form was received and accepted on _____________, 19____.
E.W. Blanch Holdings, Inc.
By
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Its
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(After this form is accepted, the original should be kept by
the Company and a copy should be given to the employee.)