EXHIBIT 10.10
Radian Group Inc.
Supplemental Executive Retirement Plan
Amended and Restated Effective January 1, 2002
ARTICLE 1
PURPOSE
The purpose of the Plan is to provide for supplemental retirement and
related benefits for a select group of management and highly compensated
employees of Radian Group Inc. (the "Company") as part of an integrated
compensation program which is intended to assist the Company in attracting,
motivating and retaining employees of superior ability, industry and loyalty.
This Plan is intended to be an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of Management or
highly-compensated employees within the meaning of Section 201(2) of the
Employee Retirement Income Security Act of 1974. This Plan was established
effective January 1, 1997, and most recently amended effective January 1, 2002.
ARTICLE 2
DEFINITIONS
The following words and phrases as used herein shall have the following
meanings, unless a different meaning is plainly required by the context:
2.01 "Actuarial Equivalent" shall have the meaning set forth in the Pension
Plan, which definition is hereby incorporated by reference. Effective January 1,
2002, the present value of a Participant's Accrued Benefit, payable in the form
of a lump sum, shall be calculated by using the Applicable Interest Rate and
Applicable Mortality Table. The "Applicable Interest Rate" shall be the average
annual rate of interest on 30-year Treasury securities, as determined by
Regulation or other Internal Revenue Service guidance for this purpose,
determined during the November preceding the Plan Year during which the Annuity
Starting Date occurs. The "Applicable Mortality Table" shall be the mortality
table based on the prevailing Commissioners' standard table (described in
Section 807(d)(5)(A) of the Code) used to determine reserves for group annuity
contracts issued on the date as of which present value is being determined
(without regard to any other subparagraph of Section 807(d)(5) of the Code),
that is prescribed by the Commissioner in revenue rulings, notices and other
guidelines published in the Internal Revenue Bulletin.
2.02 "Average Compensation" shall mean the Compensation of a Participant
averaged over the 3 full Years of Service which produce the highest average
within the last 10 completed years of employment. If a Participant has less than
10 full Years of Service from his date of hire to his date of termination, his
Average Compensation will be based on his Compensation during his full Years of
Service from his date of hire to his date of termination. If such a Participant
has less than a full Year of Service, Compensation earned as an Employee shall
be used. Compensation subsequent to termination of eligibility to participate
shall not be recognized. For purposes of this Section, a "full Year of
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Service" means a Plan Year during which a Participant was employed continuously
from the first day of the Plan Year to the last day of the Plan Year.
2.03 "Base Compensation," with respect to any Participant, means his basic
annual salary rate then in effect, excluding overtime, bonuses or any other form
of additional compensation, but including any amount which is contributed by the
Company pursuant to a salary reduction agreement and which is not includable in
the gross income of the Participant under Sections 125, 402(e)(3), 402(h), or
403(b) of the Code.
2.04 "Board" shall mean the Board of Directors of Radian Group Inc.
2.05 "Change of Control" shall mean the purchase or other acquisition by
any person, entity or group of persons, the meaning of Section 13(d) or Section
14(d) of the Securities Exchange Act of 1934 ("Act"), or any comparable
successor provisions, of beneficial ownership (within the meaning of rule 13d-3
promulgated under the Act) of 25 percent or more of either the outstanding
shares of common stock or the combined voting power of the Company's then
outstanding voting securities entitled to vote generally, or the approval by the
stockholders of the Company of a reorganization, merger, or consolidation, in
each case, with respect to which persons who were stockholders of the Company
immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than 50 percent of the combined voting power
entitled to vote generally in the election of directors of the reorganized,
merged or consolidated Company's then-outstanding securities, or a liquidation
or dissolution of the Company or of the sale of all or substantially all of the
Company's assets.
2.06 "Code" means the Internal Revenue Code of 1986, as amended.
2.07 "Compensation," with respect to any Participant, means total
compensation which is actually paid to the Participant during the determination
period as calculated for federal income tax purposes for Form W-2, plus any
amounts deferred pursuant to the Radian Voluntary Deferred Compensation Plan For
Officers. The determination period shall be the Plan Year. Compensation shall
include any amount which is contributed by the Company pursuant to a salary
reduction agreement and which is not includable in the gross income of the
Participant under Sections 125, 402(e)(3), 402(h) or 403(b) of the Code, and
shall exclude the value of any exercised stock options.
Compensation shall be limited to 150% of Base Compensation for Designated
Executives classified by the Committee as Tier 1 Participants, 135% of Base
Compensation for Designated Executives classified as Tier 2 Participants, 130%
of Base Compensation for Designated Executives classified as Tier 3
Participants, and 120% of Base Compensation for Designated Executives classified
as Tier 4 Participants.
2.08 "Committee" shall mean the Stock Option and Compensation Committee of
the Board.
2.09 "Company" shall mean Radian Group Inc. and any successor thereto.
2.10 "Company Stock" shall mean the common stock of the Company.
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2.11 "Credited Service" shall have the same meaning as set forth in the
Pension Plan, which is hereby incorporated by reference.
2.12 "Designated Beneficiary" shall mean the beneficiary designated by the
Participant to receive any benefits payable under the Plan upon his death. The
Participant shall designate his beneficiary on a form provided to the
Participant under the Radian Secured Benefit Plan, so that the same beneficiary
designated to receive the proceeds of a life insurance policy purchased on
behalf of the Participant shall be the Designated Beneficiary under this Plan.
In the absence of such beneficiary designation, the Participant's Designated
Beneficiary shall be his spouse and, if none, his estate.
2.13 "Designated Executive" shall mean each Company executive designated by
the Board to participate in the Plan. The Board, in its sole discretion, shall
designate or un-designate those executives of the Company by name, and shall
notify each such individual in writing of a change in his eligibility to
participate. Participation, with respect to any Designated Executive, shall
commence as of the date specified, subject to any conditions established by the
Board.
2.14 "Disability" shall mean that, because of physical injury, mental
illness or sickness, (a) the Participant cannot perform his important duties and
(b) the Participant is under the regular care of a physician, which condition
has continued for a period of twelve consecutive months, and the Company has
obtained the written opinion of a qualified physician designated by the Company
and rendered within the final month of the twelve month period that it is not
likely that such disability will cease during the next twelve months.
2.15 "Early Retirement Date" means the date a Participant has attained age
55 and completed 10 Years of Credited Service.
2.16 "401(k) Plan" means the Radian Group Inc. Savings Incentive Plan, as
amended from time to time.
2.17 "Hypothetical 401(k) Contribution Account" means an amount equal to
the value of the Participant's "Hypothetical 401(k) Plan Contribution Account"
as of his entry into the Plan (as defined below) plus the sum of all
"Hypothetical 401(k) Plan Elective Deferrals" and corresponding "Hypothetical
Company Matching Contributions" plus interest credited to such amounts at the
rate of 8% per annum compounded annually. Interest on the Hypothetical 401(k)
Contribution Account shall be credited on December 31 of each Plan Year. For
this purpose, all Hypothetical 401(k) Plan Elective Deferrals and Hypothetical
Company Matching Contributions are considered to be made on July 1 of each Plan
Year. "Hypothetical 401(k) Plan Elective Deferrals" means for each Plan Year an
amount equal to the greater of the actual amount a respective Participant
contributed as a salary deferral under the 401(k) Plan or the dollar limitation
amount in effect for such Plan Year pursuant to Code Section 402(g)(1).
"Hypothetical Company Matching Contributions" means the matching contribution
amount the Company would have contributed to the Participant's account for a
Plan Year of reference under the 401(k) Plan had the Hypothetical 401(k) Plan
Elective Deferrals been made. As of the Participant's date of
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entry into the Plan, the value of the Hypothetical 401(k) Plan Contribution
Account shall be equal to the total account balance the Participant has in the
401(k) Plan, less the amounts attributable to rollover contributions, if any.
2.18 "Normal Retirement Date" shall mean the later of a Participant's
attainment of age 65 or his completion of 10 years of Credited Service.
2.19 "Participant" shall mean a Designated Executive who is eligible to
participate in the Plan in accordance with Section 3 hereof.
2.20 "Pension Plan" shall mean the Radian Group Inc. Pension Plan.
2.21 "Plan" shall mean this Radian Group Inc. Supplemental Executive
Retirement Plan, as it may be amended from time to time.
2.22 "Plan Year" shall mean the calendar year.
2.23 "Straight Life Annuity" shall mean a monthly lifetime pension
commencing at a Participant's Normal Retirement Date.
2.24 "Trust" shall mean the rabbi trust established in connection with the
Plan pursuant to Section 10 hereof.
ARTICLE 3
ELIGIBILITY TO PARTICIPATE
Participants in the Plan shall be the specified Designated Executives who
have attained age 45. A Designated Executive shall be designated a Participant
because, among other things, the Board believes that he has made or is likely to
make a substantial, long-term contribution to the success of the Company.
ARTICLE 4
VESTING
A Participant's Accrued Benefit under the Plan shall become fully vested
upon his completion of 10 years of Credited Service. Benefits shall become
payable under this Plan only to the extent a Participant is vested in such
benefits. A Participant who ceases to be employed by the Company prior to
becoming vested in his Accrued Benefit by reason of his death or Disability
shall be made fully vested upon the occurrence of such event.
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ARTICLE 5
ACCRUED BENEFIT
5.01 Accrued Benefit
A Participant's "Accrued Benefit" shall be his accrued benefit determined
as of a date of reference pursuant to the terms of the Pension Plan, after
adjustment pursuant to Sections 5.02 and 5.03 and 5.04 hereof, as applicable.
Solely for purposes of this Plan, a Participant's accrued benefit determined
under the terms of the Pension Plan shall be based on Average Compensation
without regard to the limitations taken into account pursuant to Code Section
401(a)(17).
5.02 Maximum Accrued Benefit
A Participant's "Accrued Benefit" before adjustment pursuant to Sections
5.03 and 5.04 hereof, shall not exceed the greater of:
(a) His Accrued Benefit as pursuant to Section 5.01 above based solely upon
his Base Compensation; or
(b) An accrued benefit, equal to 100% of his Base Compensation for a Plan
Year of reference reduced by the Actuarial Equivalent of an amount equal to his
Hypothetical 401(k) Contribution Account, payable in the form of a Straight Life
Annuity commencing at Normal Retirement Date.
5.03 Accrued Benefit Offset
A Participant's Accrued Benefit determined pursuant to Sections 5.01 and
5.02 above shall be reduced by his accrued benefit earned under the Pension Plan
as of a date of reference, payable in the form of a Straight Life Annuity
commencing at Normal Retirement Date.
5.04 Increase in Accrued Benefit upon Change of Control
In the event of a Change in Control, a Participant's Accrued Benefit
determined as of the date of the Change of Control shall automatically be
increased by 10%.
5.05 Reduction in Accrued Benefit upon Participant's Call
In the event a Participant makes an election as described in Article 9, his
Accrued Benefit shall be reduced by 10%.
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ARTICLE 6
DISTRIBUTION OF BENEFITS
Except as otherwise provided herein, the Accrued Benefit of a Participant
will be distributed as soon as practicable following the later of his
termination of employment (including on account of Disability) or his Normal
Retirement. The normal form of distribution will be a lump sum. Such lump sum
payment shall be offset by the cash value accumulation (in excess of the
premiums paid by the Company), if any, payable to such Participant under a life
insurance policy purchased on behalf of the Participant under the Radian Secured
Benefit Plan.
ARTICLE 7
EARLY RETIREMENT BENEFIT
7.01 Early Retirement Benefit
A Participant who retires on or after his Early Retirement Date (and prior
to his Normal Retirement Date) shall be entitled to an Early Retirement Benefit
equal to his Accrued Benefit payable at his Normal Retirement Date.
7.02 Early Commencement Prior to Age 65
A Participant who has attained his Early Retirement Date and who retires
prior to age 65 may elect an immediate commencement of his Early Retirement
Benefit. Such Benefit shall be his Accrued Benefit reduced for early
commencement using the same factors for early commencement set forth in Article
5 of the Pension Plan.
7.03 Early Commencement After Age 62
With Board of Directors approval, a Participant who has attained his Early
Retirement Age and who retires from active employment on or after his attainment
of age 62 shall be entitled to immediately commence receiving an Early
Retirement Benefit equal to his Accrued Benefit, without reduction for early
commencement.
ARTICLE 8
DEATH BENEFIT
A Death Benefit equal to the Actuarial Equivalent lump sum value of a
Participant's vested Accrued Benefit shall be payable to the Participant's
Designated Beneficiary with respect to any Participant who dies prior to the
commencement of his benefits. This benefit shall be payable as a single sum
payment. Payment shall be made to the Participant's Designated Beneficiary
within 90 days after death. Such lump sum payment shall be offset by the cash
value accumulation (in excess of the premiums paid by the Company), if any,
which is payable to such Participant's Designated Beneficiary under a life
insurance policy purchased on behalf of the Participant under the Radian Secured
Benefit Plan.
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ARTICLE 9
CALLABLE RIGHTS OF PARTICIPANTS
Each Participant who is vested in his benefit may make a written election
(the "Election"), in accordance with the procedures described below, to receive
an immediate distribution of the Actuarial Equivalent of his Accrued Benefit,
payable in a single sum payment from the Trust. The amount payable pursuant to
such Election shall be the Actuarial Equivalent of his Accrued Benefit
determined pursuant to Article 5 including Section 5.05; 10% of his Accrued
Benefit shall be forfeited as set forth in Section 5.05. The amount payable
shall be further offset by the cash value accumulation, if any, payable to such
Participant under a life insurance policy purchased on behalf of the Participant
under the Radian Secured Benefit Plan. To the extent the Trust is not adequately
funded to make the payment described herein, the Company shall be required to
make an irrevocable contribution to the Trust of such additional funds as shall
be required to make such payment within 60 days after the Participant's
Election. Distribution shall be made within 90 days after the Election is filed
with the Committee. Any Participant who makes such Election shall, upon making
the Election, be precluded from any further participation in the Plan, at any
time.
ARTICLE 10
FUNDING OF LIABILITIES
10.01 Company Contributions
The Plan is intended to be an unfunded, nonqualified plan maintained by the
Company primarily for the purpose of providing deferred compensation for a
select group of management and highly compensated employees. However, benefits
under the Plan may be provided through a "rabbi trust," hereinafter called
"Trust." A contribution to such Trust in any year shall not create any
obligation of the Company to make contributions to such Trust thereafter. The
Plan shall be administered and construed so as to effectuate this intent. Any
liability of the Company to any person with respect to benefits payable under
the Plan shall be based solely upon such contractual obligations, if any, as
shall be created by the Plan, and shall give rise only to a claim against the
general assets of the Company. No such liability shall be deemed to be secured
by any pledge or any other encumbrance on any specified property of the Company.
To the extent any benefits payable under the Plan are paid through a "rabbi
trust," the Company's contractual obligations, if any, shall be reduced
accordingly.
10.02 Change in Control
Upon a Change in Control, the Company shall, as soon as possible, but in no
event longer than 60 days following the Change in Control, make an irrevocable
contribution to the Trust in an amount that is sufficient to pay each Plan
Participant or Designated Beneficiary the benefits to which Plan Participants or
their Designated Beneficiaries would be entitled pursuant to the terms of the
Plan as of the date on which the Change of Control occurred, including the
increase in benefits described in Section 5.04 of the Plan.
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ARTICLE 11
COMMITTEE
11.01 Nonfiduciary
Neither the Committee, its individual members nor the Company shall be
deemed to be a fiduciary with respect to the Plan.
11.02 Quorum
A majority of the members of the Committee shall constitute a quorum for
any meeting held with respect to the Plan, and the acts of a majority of the
members present at any meeting at which a quorum is present, or the acts
unanimously approved in writing by all members of the Committee, shall be valid
acts of the Committee. No member of the Committee may act or vote with respect
to a decision of the Committee specifically relating to his benefits, if any,
under the Plan.
11.03 Powers
The Committee shall have the power and duty to do all things necessary or
convenient to effect the intent and purposes of the Plan and not inconsistent
with any of the provisions hereof, whether or not such powers and duties are
specifically set forth herein, and, by way of amplification and not limitation
of the foregoing, the Committee shall have the power to:
(a) provide rules and regulations for the management, operation and
administration of the Plan, and, from time to time, to amend or supplement such
rules and regulations;
(b) construe the Plan, which construction, as long as made in good faith,
shall be final and conclusive upon all parties hereto; and
(c) correct any defect, supply any omission, or reconcile any inconsistency
in the Plan in such manner and to such extent as it shall deem expedient to
carry the same into effect, and it shall be the sole and final judge of when
such action shall be appropriate.
The acts and determinations of the Committee within the powers conferred by
the Plan, including determinations with respect to claims of a Participant or
Designated Beneficiary made in accordance with Article 8 shall be final and
conclusive for all purposes of the Plan, and shall not be subject to appeal or
review by persons or entities other than the Company.
11.04 Indemnity
No member of the Committee shall be directly or indirectly responsible or
under any liability by reason of any action or default by him as a member of the
Committee, or the exercise of or failure to exercise any power or discretion as
such member; except for his own fraud or willful misconduct. No member of the
Committee shall be liable in any way
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for the acts or defaults of any other member of the Committee, or any of its
advisors, agents or representatives. The Company shall indemnify and save
harmless each member of the Committee against any and all expenses and
liabilities arising out of his own membership on the Committee, except expenses
and liabilities arising out of a Committee member's own fraud or willful
misconduct.
11.05 Compensation and Expenses
Members of the Committee who are employees of the Company shall receive no
compensation for their services rendered as members of the Committee. Any other
members of the Committee who are not employees of the Company shall receive such
reasonable compensation for their services as may be authorized from time to
time by the Company and, except as otherwise provided by this Section, members
of the Committee shall be entitled to receive their reasonable expenses incurred
in administering the Plan. Any such compensation and expenses, as well as
extraordinary expenses authorized by the Company, shall be paid by the Company.
11.06 Participant Information
The Company shall furnish to the Committee in writing all information the
Company deems appropriate for the Committee to exercise its powers and duties in
administration of the Plan. Such information may include, but shall not be
limited to, the names of all Participants, the date each Designated Executive
became a Participant, his earnings and date of birth, employment, termination of
employment, retirement or death. Such information shall be conclusive for all
purposes of the Plan, and the Committee shall be entitled to rely thereon
without any investigation thereof; provided, however, that the Committee may
correct any errors discovered in any such information.
11.07 Inspection of Documents
The Committee shall make available to each Participant and his Designated
Beneficiary, for examination at the principal office of the Company (or at such
other location as may be determined by the Committee), a copy of the Plan and
such of its records, or copies thereof, as may pertain to any benefits of such
Participant and Designated Beneficiary under the Plan.
ARTICLE 12
EFFECTIVE DATE, TERMINATION AND AMENDMENT
Participation in this Plan shall become effective as of the date so
designated by the Board, and shall continue until such time as the Plan is
terminated. This Plan may be terminated at any time and amended from time to
time by the Board, provided that neither the termination nor any amendment of
the Plan may, without the written approval of the Participant, reduce any vested
Accrued Benefit of a Participant. If a Participant has no vested Accrued Benefit
as of the effective date of a termination of the Plan or an amendment of the
Plan which would preclude the Participant from becoming vested in an
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Accrued Benefit, such Participant shall have no rights or entitlements to any
benefits under the Plan.
ARTICLE 13
MISCELLANEOUS PROVISIONS
13.01 Anti-alienation
No benefit payable under the Plan shall be subject to any manner of
anticipation, alienation, sale, transfer, assignment, pledge, attachment or
encumbrance except by the company; and any attempt to anticipate, alienate,
sell, transfer, assign, pledge, attach or encumber such benefit, except by the
Company, shall be void.
13.02 Unsecured Creditor Status
Any Participant who may have or claim any interest in or right to any
compensation, payment, or benefit payable hereunder, shall rely solely upon the
unsecured promise of the Company, as set forth herein, for the payment thereof,
and nothing herein contained shall be construed to give to or vest in a
Participant or any other person now or at any time in the future, any right,
title, interest, or claim in or to any specific asset, fund, reserve, account,
insurance or annuity policy or contract or other property of any kind whatever
owned by the Company, or in which the Company may have any right, title or
interest, nor or at any time in the future. Any insurance policy or other assets
acquired by the Company to fund, in whole or in part, the Company's liabilities
under the Plan shall not be deemed to be held as security for the performance of
the obligations of the Company hereunder but shall be, and remain, a general,
unpledged and unrestricted asset of the Company subject to the claims of its
creditors.
13.03 Other Company Plans
It is agreed and understood that any benefits under this Plan are in
addition to any and all employee benefits to which a Participant may otherwise
be entitled under any other contract, arrangement, or voluntary pension, profit
sharing or other compensation plan of the Company, whether funded or unfunded,
and that this Plan shall not affect or impair the rights or obligations of the
Company or Participant under any other such contract, arrangement, or voluntary
pension, profit sharing or other compensation plan.
13.04 Separability
If any term or condition of the Plan shall be invalid or unenforceable to
any extent or in any application, then the remainder of the Plan, with the
exception of such invalid or unenforceable provision, shall not be affected
thereby, and shall continue in effect and application to its fullest extent.
13.05 Continued Employment
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Neither the establishment of the Plan, any provisions of the Plan, nor any
action of the Committee shall be held or construed to confer upon any
Participant the right to a continuation of employment by the Company. The
Company reserves the right to dismiss any employee (including a Participant), or
otherwise deal with any employee (including a Participant) to the same extent as
though the Plan had not been adopted.
13.06 Incapacity
If the Committee determines that a Participant or Designated Beneficiary is
unable to care for his affairs because of illness or accident, or is a minor,
any benefit due such Participant or Designated Beneficiary under the Plan may be
paid to his spouse, child, parent, or any other person deemed by the Committee
to have incurred expense for such Participant or Designated Beneficiary
(including a duly appointed guardian, committee, or other legal representative),
and any such payment shall be a complete discharge of the Company's obligation
hereunder.
13.07 Jurisdiction
The Plan shall be construed, administered, and enforced according to the
laws of the Commonwealth of Pennsylvania, except to the extent that such laws
are preempted by the Federal laws of the United States of America.
13.08 Tax Withholding
Benefit payments hereunder shall be subject to withholding, to the extent
required (as determined by the Committee) by applicable tax or other laws.
13.09 Gender and Number
Except where otherwise clearly indicated by context, the masculine shall
include the feminine and the singular shall include the plural, and vice versa.
ARTICLE 14
CLAIMS
If, pursuant to the provisions of the Plan, the Committee denies the claim
of a Participant or Designated Beneficiary for benefits under the Plan, the
Committee shall provide written notice, within 60 days after receipt of the
claim, setting forth in a manner calculated to be understood by the claimant:
(a) the specific reasons for such denial;
(b) the specific reference to the Plan provisions on which the denial is
based;
(c) a description of any additional material or information necessary to
perfect the claim and an explanation of why such material or information is
needed; and
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(d) an explanation of the Plan's claim review procedure and the time
limitations of this subsection applicable thereto.
A Participant or Designated Beneficiary whose claim for benefits has been
denied may request review by the Committee of the denied claim by notifying the
Committee in writing within 60 days after receipt of the notification of claim
denial. As part of said review procedure, the claimant or his authorized
representative may review pertinent documents and submit issues and comments to
the Committee in writing. The Committee shall render its decision to the
claimant in writing in a manner calculated to be understood by the claimant not
later than 60 days after receipt of the request for review, unless special
circumstances require an extension of time, in which case such decision shall be
rendered as soon after the sixty-day period as possible, but not later than 120
days after receipt of the request for review. The decision or review shall state
the specific reasons therefor and the specific Plan references on which it is
based.
IN WITNESS WHEREOF, the Company has caused this amended and restated Plan
to be adopted as the day of , 2002.
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Attest: Radian Group Inc.
By: By:
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Corporate Secretary Corporate Officer
( S E A L )
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