EXHIBIT 10.30
DEFERRAL AGREEMENT
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This Deferral Agreement is entered into this as of the 30th day of January,
1998, and is between _____________ (hereinafter referred to as "XX") and
ALLMERICA FINANCIAL CORPORATION, Worcester, Massachusetts (hereinafter referred
to as the "Company"). This Agreement is entered into before XX has any right,
title or interest in the shares of the Company (the "Shares") which are the
subject matter of this Deferral Agreement. The Shares will, for a period of
three years, be restricted in accordance with the terms and conditions of a
certain Restricted Stock Agreement between the Company and XX dated as of
January 30, 1998 (the "Restricted Stock Agreement") and a certain Converted
Stock Agreement between the Company and XX dated as of January 30, 1998 (the
"Converted Stock Agreement"). XX and the Company wish to defer XX's receipt of
some or all of the Shares if at the time the restrictions under the Restricted
Stock Agreement and the Converted Stock Agreement lapse XX is or in the sole
opinion of the Company may be a "covered employee" as that term is currently or
as it may be defined in Internal Revenue Code Section 162(m) (a "Covered
Employee"). The Shares (or some of the Shares) will only be distributed to XX
if distributing the Shares to XX will not violate the provisions of IRC Section
162(m)(1). The Shares (or some of the Shares) will be distributed to XX as soon
as the Shares can be distributed to XX without a violation of Section 162(m)(1).
ARTICLE I
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Definitions
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1.01 "Beneficiary" shall mean any person, corporation or trust, or
combination of these, last designated by XX in writing and filed with the
Company by XX during his lifetime. Any such designation or designations shall
be revocable at any time or times, without the consent of any beneficiary, by a
written instrument or nomination of beneficiary made by XX and similarly filed
with the Company by him during his lifetime. In the absence of living
designated beneficiaries, the corpus due hereunder shall be distributed to XX's
estate pursuant to the terms hereof in one single distribution.
1.02 "Interest Rate" shall mean the percentage used in determining the
amount of Interest each year. The Interest Rate shall be the annual rate the
Company is crediting on January 1 of each year for the Fixed Interest Account
under the First Allmerica Financial Life Insurance Company 401(k) Plan.
"Interest" shall mean the amount credited to any Dividends, accrued interest or
other cash sums payable in connection with the Shares and deferred pursuant to
the terms of this Deferral Agreement.
1.03 "Account" shall mean a special memorandum account created by the
Company on its books.
1.04 "Dividends" shall mean any dividends declared in connection with the
Shares.
1.05 "Deferred Corpus" shall mean the Shares XX is entitled to receive
under the Restricted Stock Agreement, the Converted Stock Agreement, the
Deferred Amount and any other cash payments and interest thereon made in
connection with the Shares. The Company, in its sole discretion, may convert
the Shares and/or the Deferred Amount to cash and defer cash in lieu of the
Shares and/or the Deferred Amount.
1.06 "Deferred Amount" shall mean the Dividends deferred hereunder plus
interest accrued on such Dividends compounded annually. In the event the
Company, at its sole discretion, purchases additional Shares of the Company's
stock with the then existing Deferred Amount and/or any future Dividends, such
Shares shall be considered part of the Deferred Amount and as such be subject to
the terms and conditions of this Agreement.
1.07 "Internal Revenue Code" shall mean the Internal Revenue Code of 1986
(as amended).
1.08 The singular as used herein shall include the plural, the plural
shall refer to the singular, and any pronoun shall refer to any gender when the
context so permits.
ARTICLE II
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Deferred Corpus and Deferred Amount
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2.01 XX hereby elects to defer in accordance with the terms of this
Deferral Agreement the receipt of some or all of the Shares that may be
delivered to him in accordance with the terms of the Restricted Stock Agreement
and the Converted Stock Agreement. The amount and duration of such deferral
shall be as set forth in Article III. XX also agrees that the Company may in
its sole discretion convert some or all of the Deferred Amount into additional
Shares of Company stock and that such Shares shall be subject to the terms and
conditions of this Agreement.
2.02 In addition, XX hereby elects to defer in accordance with the terms
of this Deferral Agreement the receipt of any Dividends that may be due him at
any time on the Shares. The Company annually, on December 31st of each year,
shall credit to the Account an amount of Interest determined by applying the
then-prevailing Interest Rate to the Deferred Amount. However, Dividends paid
during the then current calendar year shall be credited with Interest only for
the amount of time during the then current calendar year that such Dividends
were credited to the Account. The Company may at its sole discretion purchase
additional Shares of the Company's stock with the Deferred Amount and any future
Dividends and construe any such Shares purchased as additional Deferred Corpus
subject to the terms and conditions of this Agreement.
2.03 If XX shall die prior to the date this Agreement is terminated,
Interest to the extent it may be due shall be credited to the Account until the
Deferral Agreement is paid over to the Beneficiary.
ARTICLE III
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Manner of Payment
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3.01 If at the time the restrictions under the Restricted Stock Agreement
and the Converted Stock Agreement lapse, if XX is a Covered Employee or the
Company in its sole discretion believes that XX will be a Covered Employee, the
Company and XX hereby agree to defer an amount of Shares that would result in XX
not being a Covered Employee or to defer all of the Shares to reduce the impact
of Section 162(m) to the Company. The deferral of the Shares will continue
until the time when the Company could distribute some or all of the Shares to XX
without any negative impact to the Company due to IRC 162(m). If less than all
of the Shares are distributed to XX, the
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Company will distribute to XX the maximum number of Shares that it may
distribute to XX without any impact from IRC 162(m). This distribution will
occur each year until all deferred Shares and the Deferred Amount have been
completely distributed to XX.
3.02 If XX dies while this Agreement is in effect, the Company shall
deliver/pay to the Beneficiary the Deferred Corpus on the first day of the year
immediately following XX's death.
3.03 In the event XX ceases to be an employee of the Company, or any
subsidiary of the Company, for any reason other than death, the Company shall,
on the first day of the year following such event, deliver/pay to XX the
Deferred Corpus with Interest credited on the Deferred Amount provided the
restrictions under the Restricted Stock Agreement and the Converted Stock
Agreement have lapsed. In the event XX ceases to be an employee for any reason
other than death and the Shares have not or do not vest pursuant to the terms of
the Restricted Stock Agreement or the Converted Stock Agreement, the Deferred
Amount plus any Interest due will be paid to XX on the first business day in the
calendar year following the termination of his employment.
ARTICLE IV
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Further Provisions
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4.01 The Shares shall receive the benefit of any stock, securities and/or
cash received by shareholders of the Company pursuant to a plan of merger,
consolidation, recapitalization or reorganization of the Company. The Shares
shall also include any security received as a result of a stock split or stock
dividend received by shareholders of the Company. If any cash is received in
addition to Dividends, such cash shall also be deferred and be credited with
Interest in the same manner as Dividends are credited with Interest. Any stock,
securities and/or cash received, in connection with the Shares due to a plan of
merger, consolidation, recapitalization, reorganization of the Company and/or as
a result of a stock split or stock dividend shall be added to the Deferred
Corpus and deferred pursuant to the terms of this Deferral Agreement. Any
stock, securities and/or cash received pursuant to this Section shall be
considered part of the Shares and shall not vest unless XX becomes vested in the
Shares pursuant to the Restricted Stock Agreement and/or the Converted Stock
Agreement.
4.02 It is agreed that neither XX nor any other payee hereunder shall have
any right to commute, sell, assign, transfer or otherwise convey the right to
receive any payments hereunder, which payments and the right thereto are
expressly declared to be non-assignable and non-transferrable, and in the event
of any attempted assignment or transfer, the Company shall have no liability for
failure to recognize any such assignment.
4.03 This Agreement shall be binding upon the parties hereto, their
beneficiaries, heirs, executors, administrators or successors.
4.04 This Agreement shall be executed in duplicate counterparts, and each
copy shall serve as an original for all purposes, but both counterpart copies
shall constitute one and the same agreement.
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4.05 All headings set forth in this Agreement are intended for convenience
only, and shall not control or affect the meaning, constructions, or effect of
this Agreement or of any of the provisions hereof.
4.06 It is understood and agreed that the Deferred Corpus, Deferred Amount
and the Account are and shall be owned by the Company and not by XX or by any
other payee who shall be entitled to any payments under this Agreement. The
Deferred Corpus and the Deferred Amount hereunder shall belong to the Company as
part of its funds and for its own use and benefit. A trust is not created by
this Agreement, nor shall a constructive trust be imposed. All payments payable
and Shares to be distributed under this Agreement to XX or to any other payee
shall be made by the Company, and both XX and any other payee always shall be
general, unsecured creditors of the Company. All reference in this Agreement to
the Account, to the Deferred Corpus and to the Deferred Amount are made herein
solely as a means of measuring and determining the amount that the Company is to
pay and the number of Shares that the Company is to deliver under this Deferral
Agreement.
Attest: ALLMERICA FINANCIAL CORPORATION
By:
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William J. Cahill, Jr. Name: John F. O'Brien
Assistant Secretary ---------------------------
Title: President and CEO
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XX
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