Exhibit 10.17
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NEW ENGLAND INVESTMENT COMPANIES, L.P.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
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1. Purpose
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The purpose of this plan is to enable certain persons who are members of
the Board of Directors of New England Investment Companies, Inc. (the "Board")
to defer payment of compensation for Board service until after termination of
Board service in the form of phantom units whose value is measured by the market
price of the publicly-traded securities of New England Investment Companies,
L.P. ("NEIC") or by the net asset value of certain mutual funds managed by NEIC
or its affiliates.
2. Eligibility
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Each member of the Board of Directors of New England Investment Companies,
Inc. (the "Company") who is not an employee of the Company, NEIC or any of
NEIC's subsidiaries (a "Director") is eligible to participate in this Deferred
Compensation Plan for Non-Employee Directors (the "Plan").
3. Participation
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(a) Time of Election. Prior to the beginning of any calendar year, each
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eligible Director may elect to participate in the Plan by electing to defer
payment of all or any part (in increments of 25%) of the retainer, fees, or
retainer and fees (including any retainer and fees payable for services as a
member or chairperson of any committee of the Board) which would otherwise be
paid currently for services as a Director during such calendar year and
succeeding calendar years. Any person who shall become a Director during any
calendar year, and who was not a Director prior to the beginning of such
calendar year, may likewise elect, before 30 days elapse after the Director's
first term begins, to participate in the Plan by electing to defer payment of
all or any part (in increments of 25%) of the retainer, fees, or retainer and
fees (including any retainer and fees payable for services as a member or
chairperson of any committee of the Board) which would otherwise be payable
currently for services as a Director during such calendar year and succeeding
calendar years. Whenever payment of any amount is deferred pursuant to the
foregoing provisions of this paragraph, the Company shall credit a deferred
compensation account in the Director's name on the Company's books with a number
of phantom units determined in accordance with the provisions of paragraph 4(c)
below. The number of phantom units which are credited to the Director's account
shall determine the amount of cash which the Company will pay the Director after
termination of Board service in accordance with the provisions of sections 5 and
6 of the Plan.
(b) Form and Duration of Election. An election to participate in the Plan
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shall be made by written notice executed by the Director on a form supplied for
that purpose by the Company and filed with the Corporate Secretary of the
Company. Such election shall continue in effect until the Director terminates
such election by written notice filed with the Corporate Secretary of the
Company. Any such termination shall become effective as of the end of the
calendar year in which such notice is given and only with respect to
compensation payable for services as a Director thereafter. Amounts credited to
the Director's account prior to the effective date of such termination shall not
be affected by such termination and shall be paid only in accordance with the
terms of the Plan.
(c) Adjustment of Amount Deferred. Prior to the beginning of any calendar
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year, a Director participating in the Plan may file another written notice with
the Corporate Secretary of the Company electing to change the amount of
compensation to be deferred and credited to the Director's account for services
as a Director commencing with such calendar year. Amounts credited to the
Director's account prior to the effective date of such change shall not be
affected by such change and shall be paid only in accordance with the terms of
the Plan.
(d) Renewal. A Director who has terminated his election to participate
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may thereafter file another election to participate for the calendar year
subsequent to the filing of such election to participate and succeeding calendar
years.
4. The Director's Account
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(a) Phantom Units. The amount of cash which a participating Director
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shall be paid following termination of Board service on account of his
participation in the Plan shall be based upon the number and value of the
phantom units that the Company has credited to such Director pursuant to the
Plan, as provided in paragraph 5(b) below. Such phantom units shall represent
hypothetical units only, shall not represent any right to receive any security
of any kind (including but not limited to limited partnership units of NEIC or
shares of any mutual fund), and are only bookkeeping entries whose sole purpose
is to enable the Company and participants to determine the amount of cash which
shall be paid to participating Directors as a result of their participation in
the Plan.
(b) Election of Bookkeeping Accounts. At the time a Director elects to
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participate in the Plan in accordance with the provisions of paragraph 3(a)
above, the Director shall also file with the Corporate Secretary of the Company
a written election of the bookkeeping account or accounts to which amounts
deferred pursuant to such election shall be allocated. Such amounts may be
allocated among the bookkeeping accounts in increments of 25%. The bookkeeping
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accounts from which the Director may choose shall consist of the following--
(i) a phantom NEIC Limited Partnership ("LP") Unit account, the
value of which shall be determined by reference to the market price of NEIC LP
Units in accordance with the provisions of paragraphs 4(c)(i) and 5(b)(i) below;
(ii) a phantom Short-Term Income Fund account, the value of which
shall be determined by reference to the net asset value of shares of the Reich &
Tang Short-Term Income Fund managed by Reich & Tang Asset Management L.P., in
accordance with the provisions of paragraphs 4(c)(ii) and 5(b)(ii) below;
(iii) a phantom Bond Income Fund account, the value of which shall be
determined by reference to the net asset value of shares of the New England Bond
Income Fund managed by Back Bay Advisors, L.P., in accordance with the
provisions of paragraphs 4(c)(iii) and 5(b)(iii) below;
(iv) a phantom Equity Fund account, the value of which shall be
determined by reference to the net asset value of shares of the Reich & Tang
Equity Fund managed by Reich & Tang Asset Management L.P., in accordance with
the provisions of paragraphs 4(c)(iv) and 5(b)(iv) below; and
(v) a phantom Growth Fund account, the value of which shall be
determined by reference to the net asset value of shares of the New England
Growth Fund managed by Capital Growth Management Limited Partnership, in
accordance with the provisions of paragraphs 4(c)(v) and 5(b)(v) below.
If, at the time a Director elects to participate in the Plan, s/he fails to file
a written election of the bookkeeping account or accounts to which amounts
deferred pursuant to such election shall be allocated, the participant shall be
conclusively deemed to have elected to allocate such amounts to the phantom
Short-Term Income Fund account described in paragraph 4(b)(ii) above. Such
election may be changed in accordance with the provisions of paragraph 4(e)
below.
(c) Determination of Number of Phantom Units to be Credited to Account.
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On each date on which any amount would have been paid had it not been deferred
pursuant to an election under paragraph 3(a) above, the Company shall credit the
bookkeeping account or accounts elected by the participant with a number of
phantom units determined as follows:
(i) in the case of an amount credited to the phantom NEIC LP Unit
account, by dividing such amount by the closing price of one NEIC LP Unit on the
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New York Stock Exchange ("NYSE") on such date (or, if there were no sales so
reported for such date, on the most recent prior date for which such sales were
so reported);
(ii) in the case of an amount credited to the phantom Short-Term
Income Fund account, by dividing such amount by the net asset value of one share
of the Reich & Tang Short-Term Income Fund on such date (or, if such net asset
value is not computed for such date, on the most recent prior date for which
such net asset value was computed);
(iii) in the case of an amount credited to the phantom Bond Income
Fund account, by dividing such amount by the net asset value of one share of the
New England Bond Income Fund on such date (or, if such net asset value is not
computed for such date, on the most recent prior date for which such net asset
value was computed);
(iv) in the case of an amount credited to the phantom Equity Fund
account, by dividing such amount by the net asset value of one share of the
Reich & Tang Equity Fund on such date (or, if such net asset value is not
computed for such date, on the most recent prior date for which such net asset
value was computed); and
(v) in the case of an amount credited to the phantom Growth Fund
account, by dividing such amount by the net asset value of one share of the New
England Growth Fund on such date (or, if such net asset value is not computed
for such date, on the most recent prior date for which such net asset value was
computed).
(d) Phantom Dividends and Distributions Deemed Reinvested. On each date
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on which NEIC pays a cash distribution to its publicly-traded limited
partnership unitholders, the Company shall credit each participating Director's
phantom NEIC LP Unit account with a number of additional phantom limited
partnership units determined by multiplying (i) the cash distribution which NEIC
paid per unit on such date, by (ii) the number of phantom limited partnership
units credited to the Director's NEIC LP Unit account as of the record date for
determining unitholders entitled to such cash distribution, and dividing the
product of (i) and (ii) by the closing price of NEIC's LP Units on the NYSE on
the cash distribution payment date (or, if there were no sales so reported for
such date, on the most recent prior date for which such sales were so reported).
On each date on which the Reich & Tang Short-Term Income Fund, the New England
Bond Income Fund, the Reich & Tang Equity Fund or the New England Growth Fund
pays a cash or stock dividend or distribution to its shareholders, the Company
shall
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credit each participating Director's corresponding phantom account with a number
of additional phantom units determined by multiplying (iii) the amount of cash
or number of Fund shares which the Fund in question paid as a dividend or
distribution per share on such date, by (iv) the number of phantom units
credited to the Director's corresponding phantom account as of the record date
for determining shareholders entitled to such dividend or distribution, and, in
the case of a cash dividend or distribution only, dividing the product of (iii)
and (iv) by the net asset value of one share of the Fund in question on the cash
dividend or distribution payment date (or, if such net asset value is not
computed for such date, on the most recent prior date for which such net asset
value was computed).
(e) Elections to Change Bookkeeping Accounts. Effective as of the end of
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any calendar month as provided below, but no more often than once in any 12
month period, a participant may change the bookkeeping account or accounts to
which amounts deferred pursuant to the Plan shall be allocated, by a written
notice on a form approved for that purpose by and filed with the Corporate
Secretary of the Company in advance of the effective date of such change. Such
change may apply to amounts deferred after the effective date of such change (in
increments of 25%), to the balance in any of the Director's accounts as of the
effective date of such change (in increments of 25%), or to both amounts
deferred after the effective date of such change and the Director's account
balances as of the effective date of such change (in increments of 25%);
provided that no such change may apply to any phantom NEIC LP Units that were
credited to a Director's phantom NEIC LP Unit account before the effective date
of such change. The bookkeeping accounts to which any of the foregoing amounts
may be allocated shall consist of the same accounts described in paragraph 4(b)
above. Any such change shall become effective as of the close of business on
the last trading day on the New York Stock Exchange of the calendar month in
which the Corporate Secretary of the Company receives written notice of such
change in accordance with the foregoing provisions of this paragraph 4(e) or as
of the close of business on the last trading day on the New York Stock Exchange
of any later calendar month specified in such notice, unless it has been revoked
in writing by the Director on or before such day. If a participant elects to
change the bookkeeping account(s) to which any of his or her accounts shall be
allocated, the amount to be re-allocated to the new bookkeeping account shall be
based upon the closing price of one NEIC LP Unit on the NYSE on the effective
date of the change (or, if there were no sales reported for such date, on the
most recent prior date for which sales were reported), in the case of the
phantom NEIC LP Unit account, or the net asset value of one share of the
applicable Fund on the effective date of the change (or, if such net asset value
is not computed for such date, on the most recent prior date for which such net
asset value was computed), in the case of the other phantom accounts. A change
in the bookkeeping account or accounts to which amounts
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deferred pursuant to the Plan shall be allocated shall not change the number (or
time) of payments which the Company is to make in respect of the phantom units
to which such change in bookkeeping account(s) applies. The number and time of
payments which the Company is to make to any participant following termination
of Board service in respect of any phantom units that have been credited to such
participant's account may not be changed under this Plan. The number or time of
payments which the Company is to make to any participant following termination
of Board service in respect of any phantom units to be credited to such
participant's account may be changed only in accordance with and subject to the
provisions of paragraph 5(c) below.
(f) Transfer of Prior Plan Credits to this Plan. Effective as of the end
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of any calendar month as provided below, but no more often than once in any 12
month period, a Director whose fees for Board service in any year prior to 1996
were deferred under the Deferred Compensation Plan of the Company as in effect
prior to the adoption of this Plan (the "Prior Plan") may elect to allocate any
amount credited to his or her account under the Prior Plan on the effective date
of such election (in increments of 25%) to one or more of the bookkeeping
accounts described in paragraph 4(b) above, in lieu of the account to which it
is then credited under the Prior Plan, by written notice on a form approved for
that purpose by and filed with the Corporate Secretary of the Company in advance
of the effective date of such election. Any such election shall become
effective as of the close of business on the last trading day on the New York
Stock Exchange of the calendar month in which the Corporate Secretary of the
Company receives written notice of such election in accordance with the
foregoing provisions of this paragraph 4(f) or as of the close of business on
the last trading day on the New York Stock Exchange of any later calendar month
specified in such notice, unless it has been revoked in writing by the Director
on or before such day. If such an election becomes effective, the number of
phantom units to be credited to the bookkeeping account(s) under this Plan
elected by the Director shall be based upon the closing price of one NEIC LP
Unit on the NYSE on the effective date of the election (or, if there were no
sales reported for such date, on the most recent prior date for which sales were
reported), in the case of the phantom NEIC LP Unit account, or the net asset
value of one share of the applicable Fund on the effective date of the election
(or, if such net asset value is not computed for such date, on the most recent
prior date for which such net asset value was computed), in the case of the
other phantom accounts. Once any amount is allocated to a bookkeeping account
under this Plan pursuant to this paragraph 4(f), such amount shall thereafter be
subject to all of the terms and conditions of this Plan, except that in no event
shall any election to allocate any Prior Plan amount to a bookkeeping account
under this Plan pursuant to this paragraph 4(f), or any allocation of any amount
pursuant to this paragraph, or any provision of this
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paragraph 4(f), change the time or method (i.e., lump sum or 5 or 10
installments) of payment that applies to such amount under the Prior Plan. The
time and method of payment that applies to such amount under the Prior Plan
shall likewise apply to the corresponding amount allocated to a bookkeeping
account under this Plan pursuant to this paragraph, including any phantom units
credited to the Director's account(s) in connection therewith.
5. Payment of Accounts
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(a) Payment Election. At the time a Director elects to participate in the
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Plan in accordance with the provisions of paragraph 3(a) above, the Director
shall also elect the number of payments that the Company shall make following
termination of Board service in respect of phantom units that may be credited to
each account referred to in paragraph 4(b) above pursuant to such participation
election. Such election of the number of payments shall be made in writing on a
form filed with and approved by the Corporate Secretary of the Company and shall
apply to all phantom units that may be credited to the Director's account(s)
pursuant to such participation election, including any phantom units that may be
credited in respect of such phantom units pursuant to paragraph 4(d) above
(relating to cash or stock dividends or distributions) and any phantom units
credited to the Director's account(s) pursuant to such participation election
that may be transferred from one account to another pursuant to the provisions
of paragraph 4(e) above. A Director may elect to be paid in one lump sum
payment or in any whole number of annual installments up to ten. A lump sum
payment or the first installment shall be paid on or about the first business
day of the calendar year immediately following the calendar year in which the
Director ceases to be a Director. Subsequent installments shall be paid on or
about the first business day of each succeeding calendar year until the Company
has made payments in respect of all phantom units credited to the Director's
account(s). A Director may also elect to be paid in a single lump sum if and
when a "Change in Control" of NEIC occurs (as such term is defined in the next
sentence) before s/he has been paid all amounts credited pursuant to such
participation election; provided that no such election may be made with respect
to any amount credited to the phantom NEIC LP Unit account. For purposes of the
foregoing sentence, a "Change in Control" of NEIC shall have the same meaning as
under the NEIC Restricted Unit Plan, except that such term shall not include the
merger of New England Mutual Life Insurance Company with and into Metropolitan
Life Insurance Company. Subject to the proviso in the second preceding
sentence, if phantom units have been credited to more than one account pursuant
to such participation election, the phantom units credited to each account
pursuant to such participation election shall be paid at the same times and in
the same number of installments as the phantom units credited to the other
account(s) pursuant to such participation election. If a Director fails to
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make a written payment election in accordance with the foregoing provisions of
this paragraph at the time he makes a participation election, the Director shall
be conclusively deemed to have elected to receive payment in respect of phantom
units credited to the Director's account(s) pursuant to such participation
election in one lump sum payment on or about the first business day of the
calendar year immediately following the calendar year in which the Director
ceases to be a Director or, in the case of accounts other than the phantom NEIC
LP Unit account, in a single lump sum if and when a "Change in Control" of NEIC
occurs before that day.
(b) Amount to be Paid in Respect of Phantom Units. Each payment in
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respect of phantom units credited to a participating Director's account shall be
made in cash in an amount determined by multiplying the number of such units
that will be extinguished by such payment (including, if applicable, any
fractional units), by the following--
(i) in the case of phantom units credited to the phantom NEIC LP
Unit account, by the closing price of one NEIC LP Unit on the payment date (or,
if there were no sales so reported for such date, for the most recent prior date
for which such sales were so reported);
(ii) in the case of phantom units credited to the phantom Short-Term
Income Fund Account, by the net asset value of one share of the Reich & Tang
Short-Term Income Fund on the payment date (or, if such net asset value is not
computed for such date, on the most recent prior date for which such net asset
value was so computed);
(iii) in the case of phantom units credited to the phantom Bond
Income Fund account, by the net asset value of one share of the New England Bond
Income Fund on the payment date (or, if such net asset value is not computed for
such date, on the most recent prior date for which such net asset value was so
computed);
(iv) in the case of phantom units credited to the phantom Equity
Fund account, by the net asset value of one share of the Reich & Tang Equity
Fund on the payment date (or, if such net asset value is not computed for such
date, on the most recent prior date for which such net asset value was so
computed); and
(v) in the case of phantom units credited to the phantom Growth
Fund account, by the net asset value of one share of the New England Growth Fund
on the payment date (or, if such net asset value is not computed for such date,
on the most recent prior date for which such net asset value was so
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computed).
The number of phantom units credited to a participating Director's account that
will be extinguished by any such payment shall be determined by dividing the
number of phantom units credited to the participating Director's account by the
number of payments yet to be made.
(c) Changes to the Number of Payments. Whether or not a Director has
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filed a notice pursuant to paragraph 3(c) electing to change the amount of
compensation to be deferred pursuant to the Plan, a participating Director may,
prior to the beginning of any calendar year, file another written notice with
the Corporate Secretary of the Company electing to change the number of payments
which the Company is to make in respect of phantom units credited to the
Director's account for services as a Director commencing with such calendar
year. Phantom units credited to the Director's account prior to such calendar
year and any phantom units credited on account of cash or stock dividends or
distributions in respect of such phantom units shall not be affected by such
change and shall be paid only in accordance with the election pursuant to which
such phantom units were credited to the Director's account.
6. Payment on Death
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Notwithstanding any election pursuant to paragraph 5(a) or 5(c) to the
contrary, if a Director should die before payment has been made in respect of
all phantom units credited to the Director's account in accordance with the
election referred to in paragraph 5(a) or 5(c) above (as applicable), payment
shall be made in respect of all phantom units credited to the Director's account
as soon as practicable following the date of the Director's death, but in no
event later than 60 days following such date, to the beneficiary theretofore
designated in writing by the Director on a form provided for that purpose by,
filed with and accepted in writing by the Corporate Secretary of the Company.
Such payment shall be made to the estate of the Director if no such designation
has been made or the designated beneficiary is not alive or in existence at the
time such payment is made. A Director may change the designated beneficiary at
any time during the Director's lifetime by filing a subsequent designation in
writing on a form provided for that purpose by, filed with and accepted in
writing by the Corporate Secretary of the Company.
7. General Provisions
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(a) The right of a Director to receive payment in respect of any phantom
units credited to the Director's account shall not be transferable or assignable
by
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the Director, except to a beneficiary designated pursuant to the provisions of
paragraph 6 above or, absent such a beneficiary, by will or by the laws of
descent and distribution. To the extent that any person acquires a right to
receive any amount credited to a Director's account hereunder, such right shall
be no greater than the rights of an unsecured general creditor of the Company.
No person shall be entitled to anticipate any payment to be made under the Plan
by assignment, alienation, sale, pledge, encumbrance or transfer in any form or
manner prior to actual payment thereof.
(b) As of the effective date of any Restructuring as set out in Section
12.4 of the Agreement of Limited Partnership of NEIC, the phantom NEIC LP Units
already credited to a Director will automatically be restated, if necessary, so
that they reflect on an equitable basis the equivalent number of phantom units
or phantom shares in the publicly-traded entity that will represent public
participation in NEIC from and after such effective date (the "Equivalent
Phantom Units/Shares"). From and after such effective date, all references in
the Plan to phantom NEIC LP Units shall mean Equivalent Phantom Units/Shares.
(c) If there is any change in the number or class of NEIC LP Units (other
than those changes referred to in paragraph 7(b) above) or shares of any mutual
fund referred to in paragraph 4(b)(ii), (iii), (iv) or (v) above, as a result of
a recapitalization, stock split, combination, exchange of shares, spin-off or
similar transaction, the amounts credited to each participant's bookkeeping
account shall be equitably adjusted by the Corporate Secretary of the Company to
reflect such change.
(d) The Corporate Secretary of the Company shall interpret the Plan and
make all determinations deemed necessary or desirable for the Plan's
implementation, consulting with the Chief Executive Officer and such other
officers and advisors as the Corporate Secretary may deem appropriate.
(e) The Board may at any time amend or terminate the Plan. No amendment
or termination shall impair or adversely affect the rights of a Director with
respect to phantom units then credited to the Director's account.
(f) The validity, construction, interpretation and administration of the
Plan and of any determination or decisions made thereunder, and the rights of
all persons having or claiming to have any interest therein or thereunder, shall
be governed by and determined exclusively in accordance with the laws of the
Commonwealth of Massachusetts, but without giving effect to the principles of
conflicts of laws thereof.
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