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Exhibit 10.76
Exhibit A
AmerUs Group
MIP Deferral Plan
September 1, 1998
Section 1. General Purpose of Plan; Definitions.
The name of this plan is the AmerUs Group MIP Deferral Plan (the "Plan"). The
purpose of the Plan is to enable the respective management employees of AmerUs
Group Co. (the "Company") and its Subsidiaries to participate in the long-term
success of the Company by investing in the performance of the stock of AmerUs
Life Holdings, Inc.
For purposes of the Plan, the following terms shall be defined as set forth
below:
a. "Board" means the Boards of Directors of the Company and its
Subsidiaries.
b. "Code" means the Internal Revenue Code of 1986, as amended.
c. "Committee" means the Human Resources Committee of the Board. If at any
time there is no Committee, the functions of the Committee specified in
the Plan shall be exercised by the Board.
d. "Commission" means the Securities and Exchange Commission, or any
successor thereto.
e. "Company" means AmerUs Group Co. a corporation organized under the laws
of the State of Iowa, or any successor corporation.
f. "Deferred Amount" means the amount of bonus elected by a Participant to
be deferred under the Plan, as described in Section 4 of the Plan.
g. "Disability" means total and permanent disability, as determined under
the long term disability program of the Company and any of its
Subsidiaries.
h. "Employer Match" means the contribution of Stock Units calculated using a
predetermined percentage of the Stock Units purchased with a Participant's
Deferred Amount.
i. "Exchange Act" means the Securities and Exchange Act of 1934, as amended.
j. "Fair Market Value" means, as of any given date, the closing price of the
Stock on such date on the New York Stock Exchange.
k. "MIP Payment Date" means the date on which bonuses under the Management
Incentive Plan of the Company are paid.
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l. "Non-Employee Director" means a director who is a "non-employee director"
under Rule 16b-3 under Section 16 of the Exchange Act and is an "outside
director" under Section 1.162-27(e)(3) of the regulations promulgated
under the Code.
m. "Participant" means an employee of the Company or any Subsidiary who is
eligible for participation in the Plan under Section 3 of the Plan and who
elects to participate in the Plan under Section 4 of the Plan.
n. "Plan" means this MIP Deferral Plan.
o. "Restricted Period" means, with respect to a particular Stock Unit, the
period determined by the Committee during which such Stock Unit may not be
cashed out, which period shall be no shorter than the period beginning on
the MIP Payment Date on which the Stock Unit is purchased and end on the
third successive MIP Payment Date thereafter.
p. "Retirement" means "normal retirement" or "early retirement," as those
terms are defined in the All*AmerUs Savings & Retirement Plan.
q. "Stock" means the Class A Common Stock of the Company.
r. "Stock Unit" means an equivalent unit comparable to a share of the Stock.
s. "Subsidiary" means any corporation in an unbroken chain of corporations
beginning with the Company if each of the corporations (other than the
last corporation in the unbroken chain) owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of
voting stock in one of the other corporations in the chain.
Section 2. Administration.
The Plan shall be administered by the Committee, which shall at all times
consist of not less than two Non-Employee Directors.
The Committee shall have the power and authority to grant eligible employees
Stock Units pursuant to the terms of the Plan.
In particular, the Committee shall have the authority:
a. To determine the terms and conditions, not inconsistent with the terms of
the Plan, of any award granted under the Plan.
b. To determine the percentage to be used for determining the Employer Match
to be granted with respect to Stock Units granted under the Plan and to
notify Participants of the same.
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c. To adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall, from time to time, deem
advisable, to interpret the terms and provisions of the Plan (and any
agreements relating thereto) and to otherwise supervise the administration
of the Plan.
All decisions made by the Committee pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and
Participants.
Section 3. Eligibility.
Officers and other key and high performing employees of the Company and its
Subsidiaries who are eligible to receive bonuses under the Management Incentive
Plan of the Company are eligible to participate in the Plan.
Section 4. Election.
Each officer and employee of the Company and its Subsidiaries who is eligible
to participate in the Plan may elect to defer up to the lesser of (i) fifty
percent (50%) of the next bonus he or she may receive under the Management
Incentive Plan of the Company or (ii) $100,000. Such Deferred Amount shall be
used by the Participant to purchase Stock Units, as described in Section 6 of
the Plan. Such election shall be made annually no later than such date as the
Committee shall determine.
Section 5. Employer Match.
Subject to Section 6(f), at the end of a Restricted Period, the Company and its
Subsidiaries shall grant an Employer Match with respect to the related Stock
Units originally purchased by each Participant. The Employer Match shall be
determined annually by the Committee.
Section 6. Stock Units.
Stock Units purchased under the Plan shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:
a. Purchase Date. A Participant shall purchase Stock Units on the first MIP
Payment Date following the election by such Participant to participate
in the Plan.
b. Price of Stock Units. The price per share of Stock Units under the Plan
shall be determined on the MIP Payment Date but shall not be less than
the Fair Market Value of the Stock on that date. Stock Units may only be
purchased with Deferred Amounts.
c. Restricted Period. No Stock Unit may be cashed out during its Restricted
Period; provided, however, that in the event of the death, Disability,
Retirement or termination of a Participant,
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the Stock Units of such Participant may be cashed out as described in
Sections 6(f) or 6(g) of the Plan.
d. Cash Out. On the first business day following the end of a Restricted
Period for particular Stock Units, such Stock Units, together with the
related Employer Match, shall be cashed out by each Participant. Upon
cashing a Stock Unit, a Participant shall be entitled to receive up to,
but not more than, an amount in cash or shares of Stock equal in value to
the Fair Market Value of one share of Stock on the first business day
following the end of the Restricted Period. Payment to Participants shall
be made within ten days of the end of the Restricted Period. The
Committee has the right to determine the form of payment any Participant
shall receive for cashing out.
e. Non-Transferability of Stock Units. No Stock Unit shall be transferable
by a Participant other than by will or by the laws of descent and
distribution, and all Stock Units shall be cashable, during the
Participant's lifetime, only by the Participant. The Committee shall have
the discretionary authority, however, to grant Stock Units which would be
transferable to members of a Participant's immediate family, including
trusts for the benefit of such family members and partnerships in which
such family members are the only partners. In exercising such
discretionary authority, the Committee may take into account whether the
granting of such transferable Stock Units would require registration with
the Commission under a form other than Form S-8. A transferred Stock Unit
may be cashed out by the transferee only to the extent that the
Participant would have been able to cash out such Stock Unit had the Stock
Unit not been transferred.
f. Termination of Employment. Notwithstanding anything in the Plan to the
contrary, unless otherwise determined by the Committee at grant, if a
Participant's employment with the Company or any Subsidiary is voluntarily
or involuntarily terminated, the Stock Units purchased by such Participant
shall be deemed vested, and such Participant shall be entitled to a cash
payout with respect to only such Stock Units. The Participant shall cease
to have any right to receive an Employer Match as of the date of the
termination of his/her employment, and shall have no further rights under
the Plan.
g. Terms of Cash Out Upon Termination of Employment. Except as set forth in
Section 6(f) of the Plan, all of the terms relating to the cash out,
cancellation or other disposition of a Stock Unit and Employer Match upon
the termination of the employment of a Participant by the Company or a
Subsidiary, or upon the Disability, Retirement, death of a Participant
shall be determined by the Committee.
h. Changes in Stock. In the event of a change in the number of outstanding
shares of Stock by reason of any stock dividend, subdivision,
reclassification, recapitalization, split, combination or exchange of
shares, the number of Stock Units issued to each Participant shall be
correspondingly adjusted to the extent appropriate to reflect such stock
dividend, subdivision, reclassification, recapitalization, split,
combination or exchange of shares.
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Section 7. Taxes.
The Company shall be entitled, if the Committee deems it necessary or
desirable, to withhold the amount of any withholding or other tax required by
law to be withheld or paid by the Company with respect to any Stock Units
issuable under the Plan, and the Company may defer cashing out any Stock Unit
unless the Company is indemnified to its satisfaction against any liability for
any tax. The amount of withholding or tax payment shall be determined by the
Committee or its delegate and shall be payable by a Participant at such time as
the Committee determines. A Participant may satisfy his or her tax-withholding
obligation by the payment of cash to the Company or in any other manner
determined by the Committee. The Committee shall be authorized, in its sole
discretion, to establish such rules and procedures relating to withholding
methods as it deems necessary or appropriate.
Section 8. Amendments and Termination.
The Committee may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the right of a
Participant without his or her consent.
The Committee may amend the terms of any Employer Match theretofore granted,
prospectively, but no amendment shall impair the rights of any Participant
without his or her consent.
Section 9. Unfunded Status of the Plan.
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant by the Company, nothing set forth in the Plan shall give any such
Participant any rights that are greater than those of a general creditor of the
Company. In its sole discretion the Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Stock or payments in lieu thereof with respect to awards hereunder;
provided, however, that the existence of such trusts or other arrangements is
consistent with the unfunded status of the Plan.
Section 10. General Provisions.
All certificates for shares of Stock delivered under the Plan shall be subject
to such stock transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the
Commission, any stock exchange upon which the stock is listed, and any
applicable federal or state securities law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.
Section 11. Effective Date of Plan.
The Plan shall be effective on the date that the Committee approves it.
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