EXHIBIT 10.2
(PRINCIPAL FINANCIAL GROUP(R) LOGO) PRINCIPAL LIFE INSURANCE COMPANY
Raleigh, NC 27612
1-800-999-4031
A member of the Principal Financial Group(R)
THE EXECUTIVE
NONQUALIFIED "EXCESS" PLAN(SM)
ADOPTION AGREEMENT
THIS AGREEMENT is the adoption by MEADOWBROOK, INC. (the "Employer")
of the Executive Nonqualified Excess Plan ("Plan").
WITNESSETH:
WHEREAS, the Employer desires to adopt the Plan as an unfunded,
nonqualified deferred compensation plan; and
WHEREAS, the provisions of the Plan are intended to comply with the
requirements of Section 409A of the Code and the regulations thereunder, and
shall apply to amounts deferred after January 1, 2005, and to amounts deferred
under the terms of any predecessor plan which are not earned and vested before
January 1, 2005; and
WHEREAS, the Employer has been advised by Principal Life Insurance
Company to obtain legal and tax advice from its professional advisors before
adopting the Plan, and Principal Life Insurance Company disclaims all liability
for the legal and tax consequences which result from the elections made by the
Employer in this Adoption Agreement;
NOW, THEREFORE, the Employer hereby adopts the Plan in accordance with
the terms and conditions set forth in this Adoption Agreement:
ARTICLE I
Terms used in this Adoption Agreement shall have the same meaning as
in the Plan, unless some other meaning is expressly herein set forth. The
Employer hereby represents and warrants that the Plan has been adopted by the
Employer upon proper authorization and the Employer hereby elects to adopt the
Plan for the benefit of its Participants as referred to in the Plan. By the
execution of this Adoption Agreement, the Employer hereby agrees to be bound by
the terms of the Plan.
ARTICLE II
The Employer hereby makes the following designations or elections for the
purpose of the Plan:
2.6 COMMITTEE: The duties of the Committee set forth in the Plan shall be
satisfied by:
__ (a) The administrative committee of at least three individuals
appointed by the Board to serve at the pleasure of the Board.
XX (b) Employer.
__ (c) Other (specify): _________________________________________.
2.7 COMPENSATION: The "Compensation" of a Participant shall mean all of a
Participant's:
XX (a) Base salary.
XX (b) Service Bonus.
XX (c) Performance-Based Compensation earned in a period of 12 months or
more.
XX (d) Commissions.
__ (e) Compensation received as an Independent Contractor reportable on
Form 1099.
__ (f) Other: ______________________________________________.
2.8 CREDITING DATE: The Deferred Compensation Account of a Participant shall be
credited with the amount of any Participant Deferral to such account at the time
designated below:
__ (a) The last business day of each Plan Year.
__ (b) The last business day of each calendar quarter during the Plan
Year.
__ (c) The last business day of each month during the Plan Year.
__ (d) The last business day of each payroll period during the Plan
Year.
__ (e) Each pay day as reported by the Employer.
XX (f) Any business day on which Participant Deferral or Employer
Credits are received by the Provider.
__ (g) Other: ______________________________________________.
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2.12 EFFECTIVE DATE:
XX (a) This is a newly-established Plan, and the Effective Date of the
Plan is MAY 1, 2006.
__ (b) This is an amendment and restatement of a plan named
________________________________ with an effective date of
_________. The Effective Date of this amended and restated Plan
is ___________. This is amendment number _____.
2.18 NORMAL RETIREMENT AGE: The Normal Retirement Age of a Participant shall be:
XX (a) Age 62.
__ (b) The later of age ____ or the ______ anniversary of the
participation commencement date. The participation commencement
date is the first day of the first Plan Year in which the
Participant commenced participation in the Plan.
__ (c) Other: _______________________________________________.
2.22 PARTICIPATING EMPLOYER(S): As of the Effective Date, the following
Participating Employer(s) are parties to the Plan:
Name of Employer Address Telephone No. EIN
- ----------------- -------------------- ------------- ----------
Meadowbrook, Inc. 26255 American Drive 248-358-1100 38-1798156
Southfield, MI 48034
2.24 PLAN: The name of the Plan as applied to the Employer is
THE EXECUTIVE NONQUALIFIED EXCESS PLAN OF MEADOWBROOK, INC..
2.25 PLAN ADMINISTRATOR: The Plan Administrator shall be:
__ (a) Committee.
XX (b) Employer.
__ (c) Other: _______________________________________________.
2.27 PLAN YEAR: The Plan Year shall end each year on the last day of the month
of December.
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2.35 TRUST:
XX (a) The Employer DOES DESIRE to establish a "rabbi" trust for the
purpose of setting aside assets of the Employer contributed
thereto for the payment of benefits under the Plan.
__ (b) The Employer DOES NOT DESIRE to establish a "rabbi" trust for the
purpose of setting aside assets of the Employer contributed
thereto for the payment of benefits under the Plan.
__ (c) The Employer desires to establish a "rabbi" trust for the purpose
of setting aside assets of the Employer contributed thereto for
the payment of benefits under the Plan UPON THE OCCURRENCE OF A
CHANGE IN CONTROL.
4.1 PARTICIPANT DEFERRAL CREDITS: Subject to the limitations in Section 4.1 of
the Plan, a Participant may elect to have his Compensation (as selected in
Section 2.7 of this Adoption Agreement) deferred within the annual limits below
by the following percentage or amount as designated in writing to the Committee:
XX (a) Base salary:
maximum deferral: $__________ or __________%
XX (b) Service Bonus:
maximum deferral: $__________ or __________%
XX (c) Performance-Based Compensation:
maximum deferral: $__________ or __________%
XX (d) COMMISSIONS.
maximum deferral: $__________ or __________%
__ (e) Participant deferrals not allowed.
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4.2 EMPLOYER CREDITS: The Employer will make Employer Credits in the following
manner:
XX (a) EMPLOYER DISCRETIONARY CREDITS: The Employer may make
discretionary credits to the Deferred Compensation Account of
each Participant in an amount determined as follows:
XX (i) An amount determined each Plan Year by the Employer.
__ (ii) Other: _________________________________________.
XX (b) EMPLOYER PROFIT SHARING CREDITS: The Employer may make profit
sharing credits to the Deferred Compensation Account of each
Active Participant in an amount determined as follows:
XX (i) An amount determined each Plan Year by the Employer.
__ (ii) Other: _________________________________________.
__ (c) OTHER: ____________________________________________________.
__ (d) Employer Credits not allowed.
5.3 DEATH OF A PARTICIPANT: If the Participant dies while in Service, the
Employer shall pay a benefit to the Beneficiary in an amount equal to the vested
balance in the Deferred Compensation Account of the Participant determined as of
the date payments to the Beneficiary commence, plus:
__ (a) An amount to be determined by the Committee.
__ (b) Other: _______________________________________________.
XX (c) No additional benefits.
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5.4 IN-SERVICE DISTRIBUTIONS: In-service accounts are permitted under the Plan:
XX (a) Yes, with respect to:
XX Participant Deferral Credits only.
__ Employer Credits only.
__ Participant Deferral and Employer Credits.
In-service distributions may be made in the following manner:
XX Single lump sum payment.
XX Annual installment payments over no more than 5 years.
If applicable, amounts not vested at the specified time of
distribution will be:
__ Forfeited
__ Distributed annually when vested
__ (b) No in-service distributions permitted.
5.5 EDUCATION DISTRIBUTIONS: Education accounts are permitted under the Plan:
XX (a) Yes, with respect to:
XX Participant Deferral Credits only.
__ Employer Credits only.
__ Participant Deferral and Employer Credits.
Education distributions may be made in the following manner:
XX Single lump sum payment.
XX Annual installment payments over no more than 5 years.
If applicable, amounts not vested at the specified time of
distribution will be:
__ Forfeited
__ Distributed annually when vested
__ (b) No education distributions permitted.
5.6 CHANGE IN CONTROL: Participant may elect to receive distributions under the
Plan upon a Change in Control:
XX (a) Yes, Participants may elect upon initial enrollment to have
accounts distributed upon a Change in Control.
__ (b) Participants may not elect to have accounts distributed upon a
Change in Control.
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6.1 PAYMENT OPTIONS: Any benefit payable under the Plan upon a Qualifying
Distribution Event may be made to the Participant or his Beneficiary (as
applicable) in any of the following payment forms, as selected by the
Participant in the Participant Deferral Agreement:
1. Separation from Service other than Retirement (Retirement is
defined by the Employer)
XX (a) A lump sum in cash as soon as practicable following the date
of the Qualifying Distribution Event.
XX (b) Approximately equal annual installments over a term certain
as elected by the Participant upon his entry into the Plan
not to exceed 5 years.
__ (c) Other: _______________________________________________.
2. Separation from Service after attainment of Normal Retirement Age
XX (a) A lump sum in cash as soon as practicable following the date
of the Qualifying Distribution Event.
XX (b) Approximately equal annual installments over a term certain
as elected by the Participant upon his entry into the Plan
not to exceed 5 years.
__ (c) Other: _______________________________________________.
3. Death
XX (a) A lump sum in cash upon the date of the Qualifying
Distribution Event.
__ (b) Approximately equal annual installments over a term certain
as elected by the Participant upon his entry into the Plan
not to exceed ____ years.
__ (c) Other: _______________________________________________.
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4. Disability
XX (a) A lump sum in cash upon the date of the Qualifying
Distribution Event.
__ (b) Approximately equal annual installments over a term certain
as elected by the Participant upon his entry into the Plan
not to exceed ____ years.
__ (c) Other: _______________________________________________.
5. Change in Control
XX (a) A lump sum in cash upon the date of the Qualifying Distribution
Event.
__ (b) Approximately equal annual installments over a term certain as
elected by the Participant upon his entry into the Plan not to
exceed _____ years.
__ (c) Other: _______________________________________________.
__ (d) Not applicable (if not permitted in 5.6)
6.2 DE MINIMIS AMOUNTS. Notwithstanding any payment election made by
the Participant, the vested balance in the Deferred Compensation Account of the
Participant will be distributed in a single lump sum payment if the payment
accompanies the termination of the Participant's entire interest in the Plan and
the amount of such payment does not exceed $25,000.
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7. VESTING: An Active Participant shall be fully vested in the
Employer Credits made to the Deferred Compensation Account upon the first to
occur of the following events:
XX (a) Normal Retirement Age.
XX (b) Death.
XX (c) Disability.
XX (d) Change in Control
__ (e) Other: _______________________________________________.
XX (f) Satisfaction of the vesting requirement specified below:
XX EMPLOYER DISCRETIONARY CREDITS:
__ (i) Immediate 100% vesting.
__ (ii) 100% vesting after Years of Service.
__ (iii)100% vesting at age ____.
XX (iv) Number of Years Vested
of Service Percentage
-------------------- ----------
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 100%
6 __%
7 __%
8 __%
9 __%
10 or more __%
For this purpose, Years of Service of a Participant shall be
calculated from the date designated below:
__ (1) First Day of Service.
__ (2) Effective Date of the Plan Participation.
XX (3) Each Crediting Date. Under this option (3), each
Employer Credit shall vest based on the Years of
Service of a Participant from the Crediting Date on
which each Employer Discretionary Credit is made to his
or her Deferred Compensation Account. Notwithstanding
the vesting schedule elected above, all Employer
Discretionary Credits to the Deferred Compensation
Account shall be 100% vested upon the following
event(s): ______________________.
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XX EMPLOYER PROFIT SHARING CREDITS:
__ (i) Immediate 100% vesting.
__ (ii) 100% vesting after Years of Service.
__ (iii)100% vesting at age ____.
XX (iv) Number of Years Vested
of Service Percentage
-------------------- ----------
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 100%
6 __%
7 __%
8 __%
9 __%
10 or more __%
For this purpose, Years of Service of a Participant shall be
calculated from the date designated below:
__ (1) First Day of Service.
__ (2) Effective Date of the Plan Participation.
XX (3) Each Crediting Date. Under this option (3), each
Employer Credit shall vest based on the Years of
Service of a Participant from the Crediting Date on
which each Employer Profit Sharing Credit is made to
his or her Deferred Compensation Account.
Notwithstanding the vesting schedule elected above, all
Employer Profit Sharing Credits to the Deferred
Compensation Account shall be 100% vested upon the
following event(s): ______________________.
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__ OTHER EMPLOYER CREDITS:
__ (i) Immediate 100% vesting.
__ (ii) 100% vesting after Years of Service.
__ (iii)100% vesting at age ____.
__ (iv) Number of Years Vested
of Service Percentage
-------------------- ----------
Less than 1 __%
1 __%
2 __%
3 __%
4 __%
5 __%
6 __%
7 __%
8 __%
9 __%
10 or more __%
For this purpose, Years of Service of a Participant shall be
calculated from the date designated below:
__ (1) First Day of Service.
__ (2) Effective Date of the Plan Participation.
__ (3) Each Crediting Date. Under this option (3), each
Employer Credit shall vest based on the Years of
Service of a Participant from the Crediting Date on
which each Employer Credit is made to his or her
Deferred Compensation Account. Notwithstanding the
vesting schedule elected above, all other Employer
Credits to the Deferred Compensation Account shall be
100% vested upon the following event(s):
_________________________________.
14. AMENDMENT AND TERMINATION OF PLAN: Notwithstanding any provision
in this Adoption Agreement or the Plan to the contrary, Section _____ of the
Plan shall be amended to read as provided in attached Exhibit ____.
XX There are no amendments to the Plan.
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17.9 CONSTRUCTION: The provisions of the Plan and Trust (if any) shall
be construed and enforced according to the laws of the State of MICHIGAN, except
to the extent that such laws are superseded by ERISA and the applicable
provisions of the Code.
IN WITNESS WHEREOF, this Agreement has been executed as of the day and
year first above stated.
MEADOWBROOK, INC.
Name of Employer
By:
------------------------------------
Authorized Person
Date:
----------------------------------
NOTE: EXECUTION OF THIS ADOPTION AGREEMENT CREATES A LEGAL LIABILITY OF THE
EMPLOYER WITH SIGNIFICANT TAX CONSEQUENCES TO THE EMPLOYER AND PARTICIPANTS. THE
EMPLOYER SHOULD OBTAIN LEGAL AND TAX ADVICE FROM ITS PROFESSIONAL ADVISORS
BEFORE ADOPTING THE PLAN. PRINCIPAL LIFE INSURANCE COMPANY DISCLAIMS ALL
LIABILITY FOR THE LEGAL AND TAX CONSEQUENCES WHICH RESULT FROM THE ELECTIONS
MADE BY THE EMPLOYER IN THIS ADOPTION AGREEMENT.
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