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EXHIBIT 10.1
RSA SECURITY INC.
DEFERRED COMPENSATION PLAN
March 1, 2000
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ARTICLE I
PURPOSE AND EFFECTIVE DATE
The purpose of the RSA Security Inc. Deferred Compensation Plan ("Plan") is to
aid RSA Security Inc. and its subsidiaries in retaining and attracting executive
employees by providing them with tax deferred savings opportunities. The Plan
provides a select group of management and highly compensated employees within
the meaning of Sections 201(2), 301(a)3 and 401(a)(1) of the Employee Retirement
Income Security Act of 1974, as amended (ERISA) of RSA Security Inc. with the
opportunity to elect to defer receipt of specified portions of compensation, and
to have these deferred amounts treated as if invested in specified hypothetical
investment benchmarks. The Plan shall be effective for deferral elections made
hereunder on or after March 1, 2000.
ARTICLE II
DEFINITIONS
For the purposes of this Plan, the following words and phrases shall
have the meanings indicated, unless the context clearly indicates otherwise:
SECTION 2.01 ADMINISTRATIVE COMMITTEE. "Administrative Committee"
means the committee appointed by the RSA Security Inc. Deferred Compensation
Plan Committee of the Board.
SECTION 2.02 BASE SALARY. "Base Salary" means the base rate of cash
compensation paid by the Company to or for the benefit of a Participant for
services rendered or labor performed while a Participant, including base pay a
Participant could have received in cash in lieu of (A) deferrals pursuant to
Section 4.02 and (B) contributions made on his behalf to any qualified plan
maintained by the Company or to any cafeteria plan under Section 125 of the
Internal Revenue Code maintained by the Company.
SECTION 2.03 BASE SALARY DEFERRAL. "Base Salary Deferral" means the
amount of a Participant's Base Salary which the Participant elects to have
withheld on a pre-tax basis from his Base Salary and credited to his Deferral
Account pursuant to Section 4.02.
SECTION 2.04 BENEFICIARY. "Beneficiary" means the person, persons or
entity designated by the Participant to receive any benefits payable under the
Plan pursuant to Article IX.
SECTION 2.05 BOARD. "Board" means the Board of Directors of RSA
Security Inc.
SECTION 2.06 CHANGE OF CONTROL. For purposes of this Plan, a "Change
of Control" shall be deemed to have occurred if:
(i) there is an acquisition, in any one transaction or a series of
transactions, other than from RSA Security Inc., by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), of beneficial ownership
(within the meaning of Rule 13(d)(3) promulgated under the Exchange Act) of 20%
or more of either the then outstanding shares of Common Stock or the combined
voting power of the then outstanding voting securities of RSA Security Inc.
entitled to vote generally in the election of directors, but excluding, for this
purpose, any such acquisition by RSA Security Inc. or any of its subsidiaries,
or any employee benefit plan (or related trust) of RSA Security Inc. or its
subsidiaries, or any corporation with respect to which, following such
acquisition, more than 50% of the then outstanding shares of common stock of
such corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by the individuals
and entities who were the beneficial owners, respectively, of the common stock
and voting securities of RSA Security Inc. immediately prior to such acquisition
in substantially the same proportion as their ownership, immediately prior to
such acquisition, of the then outstanding shares of Common Stock or the combined
voting
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power of the then outstanding voting securities of RSA Security Inc. entitled to
vote generally in the election of directors, as the case may be; or
(ii) individuals who, as of March 1, 2000, constitute the Board (as
of such date, the "Incumbent Board") cease for any reason to constitute at least
a majority of the Board, provided that any individual becoming a director
subsequent to March 1, 2000, whose election, or nomination for election by RSA
Security Inc.'s shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
directors of RSA Security Inc. (as such terms are used in Rule 14(a)(11) or
Regulation 14A promulgated under the Exchange Act); or
(iii) there occurs either (A) the consummation of a reorganization,
merger or consolidation, in each case, with respect to which the individuals and
entities who were the respective beneficial owners of the common stock and
voting securities of RSA Security Inc. immediately prior to such reorganization,
merger or consolidation do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such reorganization, merger or consolidation, or (B) an approval
by the shareholders of RSA Security Inc. of a complete liquidation of
dissolution of RSA Security Inc. or of the sale or other disposition of all or
substantially all of the assets of RSA Security Inc..
(iv) there occurs a Change of Control determined to be "hostile"
which is defined as a Change of Control of the Company which is not recommended
for approval to the shareholders by the Board. In this event, the Company shall
immediately pay to each Participant in a lump sum in cash or in Common Stock
with respect to payment of Gain Share Accounts and amounts invested in the
Company Stock Fund the balance in his/her Deferral Account(s) (determined as of
the most recent Valuation Date preceding the Change of Control).
SECTION 2.07 CODE. "Code" shall mean the Internal Revenue Code of
1986, as amended. References to any provision of the Code or regulation
(including a proposed regulation) thereunder shall include any successor
provisions or regulations.
SECTION 2.08 COMMISSION. "Commission" means the amount awarded to a
Participant on any commission plan maintained by the Company.
SECTION 2.09 COMMISSION DEFERRAL. "Commission Deferral" means the
amount of Commission that the Participant elects to have withheld on a pre-tax
basis from his Commission and credited to his Account pursuant to Section 4.1.
SECTION 2.10 COMMON STOCK. "Common Stock" means the common stock of
RSA Security Inc..
SECTION 2.11 COMPANY. "Company" means RSA Security Inc., its
successors, any subsidiary or affiliated organizations authorized by the Board
or the RSA Security Inc. Deferred Compensation Plan Committee to participate in
the Plan and any organization into which or with which RSA Security Inc. may
merge or consolidate or to which all or substantially all of its assets may be
transferred.
SECTION 2.12 CONSIDERATION SHARES. "Consideration Shares" means
shares of Common Stock owned by a Participant for six months or longer.
SECTION 2.13 DATE OF EXERCISE. The "Date of Exercise" means the date
on which Options are exercised by the Participant.
SECTION 2.14 DEFERRAL ACCOUNT. "Deferral Account" means the account
maintained on the books of the Administrative Committee for each Participant
pursuant to Article VII.
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SECTION 2.15 DEFERRAL PERIOD. "Deferral Period" is defined in
Section 4.02.
SECTION 2.16 DEFERRED AMOUNT. "Deferred Amount" is defined in
Section 4.02.
SECTION 2.17 DESIGNEE. "Designee" shall mean the Company's senior
human resources officers or other individuals to whom the Committee has
delegated the authority to take action under the Plan. Wherever Committee is
referenced in the plan, it shall be deemed to also refer to Designee.
SECTION 2.18 DISABILITY. "Disability" means eligibility for
disability benefits under the terms of the Company's Long-Term Disability Plan
maintained by the Company.
SECTION 2.19 ELIGIBLE COMPENSATION. "Eligible Compensation" means any
Base Salary or Incentive Compensation otherwise payable with respect to a Plan
Year.
SECTION 2.20 EMPLOYER(S) shall mean the Company and/or any of its
subsidiaries (now in existence or hereafter formed or acquired) that have been
selected by the Board or any authorized committee thereof to participate in the
Plan and have adopted the Plan as a sponsor.
SECTION 2.21 ERISA. "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended.
SECTION 2.22 FAIR MARKET VALUE. "Fair Market Value" of a share of
Common Stock means the closing price of the Company's Common Stock on the New
York Stock Exchange on the most recent day on which the Common Stock was so
traded that precedes the date as of which the Fair Market Value is to be
determined. The definition of Fair Market Value in this Section shall be
exclusively used to determine the values of a Participant's interest in the RSA
Security Inc. Share Fund (defined in Section 7.02(b)) for all relevant purposes
under the Plan.
SECTION 2.23 FORM OF PAYMENT. "Form of Payment" means payment in one
lump sum or in substantially equal annual installments of 5, 10 or 15 years.
SECTION 2.24 GAIN SHARE ACCOUNT. "Gain Share Account" means the
account maintained on the books by the Administrative Committee for the
Participant of the number of Phantom Share Units related to Gain Shares,
adjusted for hypothetical gains, earnings dividends, losses, distributions,
withdrawals and other similar activities.
SECTION 2.25 GAIN SHARES. "Gain Shares" means the shares of Common
Stock so determined under Section 5.05 as resulting from the exercise of any
Option pursuant to Article V.
SECTION 2.26 HARDSHIP WITHDRAWAL. "Hardship Withdrawal" means the
early payment of all or part of the balance in a Deferral Account(s) in the
event of an Unforeseeable Emergency.
SECTION 2.27 HYPOTHETICAL INVESTMENT BENCHMARK. "Hypothetical
Investment Benchmark" shall mean the phantom investment benchmarks which are
used to measure the return credited to a Participant's Deferral Account.
SECTION 2.28 INCENTIVE COMPENSATION. "Incentive Compensation" means
the amount awarded to a Participant for a Plan Year under any incentive plan
maintained by the Company.
SECTION 2.29 INCENTIVE DEFERRAL. "Incentive Deferral" means the
amount of a Participant's Incentive Compensation which the Participant elects to
have withheld on a pre-tax basis from his Incentive Compensation and credited to
his account pursuant to Section 4.02.
SECTION 2.30 OPTION. "Option" means an option to acquire shares of
Common Stock granted pursuant to the RSA Security Inc. Stock Option Plan or any
predecessor or successor thereto.
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SECTION 2.31 OPTION EXPIRATION DATE. "Option Expiration Date" means
the date on which an Option expires under the terms of the RSA Security Inc.
Stock Option Plan.
SECTION 2.32 OPTION SHARE. "Option Share" means a share of Common
Stock acquired (or deferred hereunder) pursuant to the exercise of an Option.
SECTION 2.33 PARTICIPANT. "Participant" means any individual who is
eligible or makes an election to participate in this Plan and who elects to
participate by filing a Participation Agreement as provided in Article IV.
SECTION 2.34 PARTICIPATION AGREEMENT. "Participation Agreement" means
an agreement filed by a Participant in accordance with Article IV.
SECTION 2.35 PHANTOM SHARE UNITS. "Phantom Share Units" means units
of deemed investment in shares of RSA Security Inc. Common Stock so determined
under Sections 5.06 & 7.02 (b).
SECTION 2.36 PLAN YEAR. "Plan Year" means a twelve-month period
beginning January 1 and ending the following December 31.
SECTION 2.37 RETIREMENT. "Retirement" means retirement of a
Participant from all Employers after attaining the earlier of age 55 with at
least ten years of service in accordance with the method of determining years of
service adopted by the Company. The definition in this Section 2.35 shall not
have any effect on any other plan maintained by the Employer.
SECTION 2.38 RSA SECURITY INC. DEFERRED COMPENSATION PLAN COMMITTEE.
"RSA Security Inc. Deferred Compensation Plan Committee" means the compensation
committee of the Board.
SECTION 2.39 STOCK OPTION GAIN AGREEMENT. "Stock Option Gain
Agreement" means an agreement filed by a participant in accordance with Article
V to defer receipt of gain shares from the exercise of an Option.
SECTION 2.40 TERMINATION OF EMPLOYMENT. "Termination of Employment"
means the cessation of a Participant's services as a full-time employee of the
Company for any reason other than Retirement.
SECTION 2.41 UNFORESEEABLE EMERGENCY. "Unforeseeable Emergency" means
severe financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or a dependent of the
Participant, loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant.
SECTION 2.42 VALUATION DATE. "Valuation Date" means the last day of
each calendar month or such other date as the Administrative Committee in its
sole discretion may determine.
ARTICLE III
ADMINISTRATION
SECTION 3.01 RSA SECURITY INC. DEFERRED COMPENSATION PLAN COMMITTEE
AND ADMINISTRATIVE COMMITTEE DUTIES. This Plan shall be administered by the RSA
Security Inc. Deferred Compensation Plan Committee. A majority of the members of
the RSA Security Inc. Deferred Compensation Plan Committee shall constitute a
quorum for the transaction of business. All resolutions or other action taken by
the RSA Security Inc. Deferred Compensation Plan Committee shall be by a vote of
a majority of its members present at any meeting or, without a meeting, by an
instrument in writing signed by all its members. Members of the RSA Security
Inc. Deferred Compensation Plan Committee may participate in a meeting of such
committee by means of a conference telephone or similar communications equipment
that enables all persons participating in the meeting to hear each other, and
such participation in a meeting shall constitute presence in person at the
meeting and waiver of notice of such meeting.
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The RSA Security Inc. Deferred Compensation Plan Committee shall be responsible
for the administration of this Plan and shall have all powers necessary to
administer this Plan, including discretionary authority to determine eligibility
for benefits and to decide claims under the terms of this Plan, except to the
extent that any such powers are vested in any other person administering this
Plan by the RSA Security Inc. Deferred Compensation Plan Committee. The RSA
Security Inc. Deferred Compensation Plan Committee may from time to time
establish rules for the administration of this Plan, and it shall have the
exclusive right to interpret this Plan and to decide any matters arising in
connection with the administration and operation of this Plan. All rules,
interpretations and decisions of the RSA Security Inc. Deferred Compensation
Plan Committee shall be conclusive and binding on the Company, Participants and
Beneficiaries.
The RSA Security Inc. Deferred Compensation Plan Committee has delegated to the
Administrative Committee responsibility for performing certain administrative
and ministerial functions under this Plan. The Administrative Committee shall be
responsible for determining in the first instance issues related to eligibility,
Hypothetical Investment Benchmarks, distribution of Deferred Amounts,
determination of account balances, crediting of hypothetical earnings and
debiting of hypothetical losses and of distributions, in-service withdrawals,
deferral elections and any other duties concerning the day-to-day operation of
this Plan. The RSA Security Inc. Deferred Compensation Plan Committee shall have
discretion to delegate to the Administrative Committee such additional duties as
it may determine. The Administrative Committee may designate one of its members
as a chairperson and may retain and supervise outside providers, third party
administrators, record keepers and professionals (including in-house
professionals) to perform any or all of the duties delegated to it hereunder.
Neither the RSA Security Inc. Deferred Compensation Plan Committee nor a member
of the Board nor any member of the Administrative Committee shall be liable for
any act or action hereunder, whether of omission or commission, by any other
member or employee or by any agent to whom duties in connection with the
administration of this Plan have been delegated or for anything done or omitted
to be done in connection with this Plan. The RSA Security Inc. Deferred
Compensation Plan Committee and the Administrative Committee shall keep records
of all of their respective proceedings and the Administrative Committee shall
keep records of all payments made to Participants or Beneficiaries and payments
made for expenses or otherwise.
The Company shall, to the fullest extent permitted by law, indemnify each
director, officer or employee of the Company (including the heirs, executors,
administrators and other personal representatives of such person), each member
of the RSA Security Inc. Deferred Compensation Plan Committee and Administrative
Committee against expenses (including attorneys' fees), judgments, fines,
amounts paid in settlement, actually and reasonably incurred by such person in
connection with any threatened, pending or actual suit, action or proceeding
(whether civil, criminal, administrative or investigative in nature or
otherwise) in which such person may be involved by reason of the fact that he or
she is or was serving this Plan in any capacity at the request of the Company,
the RSA Security Inc. Deferred Compensation Plan Committee or Administrative
Committee.
Any expense incurred by the Company, the RSA Security Inc. Deferred Compensation
Plan Committee or the Administrative Committee relative to the administration of
this Plan shall be paid by the Company and/or may be deducted from the Deferral
Accounts of the Participants as determined by the RSA Security Inc. Deferred
Compensation Plan Committee.
SECTION 3.02 CLAIM PROCEDURE. If a Participant or Beneficiary makes a
written request alleging a right to receive payments under this Plan or alleging
a right to receive an adjustment in benefits being paid under this Plan, such
actions shall be treated as a claim for benefits. All claims for benefits under
this Plan shall be sent to the Administrative Committee. If the Administrative
Committee determines that any individual who has claimed a right to receive
benefits, or different benefits, under this Plan is not entitled to receive all
or any part of the benefits claimed, the Administrative Committee shall inform
the claimant in writing of such determination and the reasons therefor in terms
calculated to be understood by the claimant. The notice shall be sent within 90
days of the claim unless the Administrative Committee determines that additional
time, not exceeding 90 days, is needed and so notifies the Participant. The
notice shall make specific reference to the pertinent Plan provisions on which
the denial is based, and shall describe any additional material or information
that is necessary. Such notice shall, in addition, inform the claimant of the
procedure that the claimant should follow to take advantage of the review
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procedures set forth below in the event the claimant desires to contest the
denial of the claim. The claimant may within 90 days thereafter submit in
writing to the Administrative Committee a notice that the claimant contests the
denial of his or her claim and desires a further review by the RSA Security Inc.
Deferred Compensation Plan Committee. The RSA Security Inc. Deferred
Compensation Plan Committee shall within 60 days thereafter review the claim and
authorize the claimant to review pertinent documents and submit issues and
comments relating to the claim to the RSA Security Inc. Deferred Compensation
Plan Committee. The RSA Security Inc. Deferred Compensation Plan Committee will
render a final decision on behalf of the Company with specific reasons therefor
in writing and will transmit it to the claimant within 60 days of the written
request for review, unless the Chairperson of the RSA Security Inc. Deferred
Compensation Plan Committee determines that additional time, not exceeding 60
days, is needed, and so notifies the Participant. If the Committee fails to
respond to a claim filed in accordance with the foregoing within 60 days or any
such extended period, the Company shall be deemed to have denied the claim.
ARTICLE IV
PARTICIPATION
SECTION 4.01 DEFERRALS BY PARTICIPANTS. Before the first day of each
Plan Year (or the remaining portion thereof for an Employee who commences
participation in the Plan other than on the first day of a Plan Year), a
Participant may file with the Committee a Deferred Compensation Agreement
pursuant to which such Participant elects to make Base Salary Deferrals and/or
Bonus Deferrals and/or Commission Deferrals. Any such Participant election shall
be subject to any maximum or minimum percentage or dollar amount limitations and
to any other rules prescribed by the Committee in its sole discretion. Base
Salary Deferrals, Bonus Deferrals and Commission Deferrals will be credited to
the Account of each Participant as of the date the compensation would otherwise
have been paid to the Participant.
SECTION 4.02 PARTICIPATION. Participation in the Plan shall be
limited to executives who (i) meet such eligibility criteria as the RSA Security
Inc. Deferred Compensation Plan Committee shall establish from time to time, and
(ii) elect to participate in this Plan by filing a Participation Agreement with
the Administrative Committee. A Participation Agreement must be filed prior to
the December 31st immediately preceding the Plan Year for which it is effective.
The Administrative Committee shall have the discretion to establish special
deadlines regarding the filing of Participation Agreements for Participants.
SECTION 4.03 CONTENTS OF PARTICIPATION AGREEMENT. Subject to Article
VIII, each Participation Agreement shall set forth: (i) the amount of Eligible
Compensation for the Plan Year or performance period to which the Participation
Agreement relates that is to be deferred under the Plan (the "Deferred Amount"),
expressed as either a dollar amount or a percentage of the Base Salary and
Incentive Compensation for such Plan Year or performance period; PROVIDED, that
the minimum Deferred Amount for any Plan Year or performance period shall not be
less than $10,000 for each deferral elected and up to a maximum percentage of
75% of Base Salary and Commission and 100% of Incentive Compensation; (ii) the
period after which payment of the Deferred Amount is to be made or begin to be
made (the "Deferral Period"), which shall be the earlier of (A) a number of full
years, not less than three, and (B) the period ending upon the Retirement or
prior termination of employment of the Participant, and (iii) the form in which
payments are to be made, which may be a lump sum or in substantially equal
annual installments of 5, 10, or 15 years.
SECTION 4.04 MODIFICATION OR REVOCATION OF ELECTION BY PARTICIPANT. A
Participant may not change the amount of his Base Salary Deferrals during a Plan
Year. However, a Participant may discontinue a Base Salary Deferral election at
any time by filing, on such forms and subject to such limitations and
restrictions as the Administrative Committee may prescribe in its discretion, a
revised Participation Agreement with the Administrative Committee. If approved
by the Administrative Committee, revocation shall take effect as of the first
payroll period next following its filing. If a Participant discontinues a Base
Salary Deferral election during a Plan Year, he will not be permitted to elect
to make Base Salary Deferrals again until the later of the next Plan Year or six
months from the date of discontinuance. In addition, the Deferral Period may be
extended if an amended Participation Agreement is filed with the Administrative
Committee at least one full calendar year before the Deferral Period (as
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in effect before such amendment) ends; provided, that only one such amendment
may be filed with respect to each Participation Agreement. Under no
circumstances may a Participant's Participation Agreement be made, modified or
revoked retroactively, nor may a deferral period be shortened or reduced.
ARTICLE V
STOCK OPTION GAIN DEFERRALS
SECTION 5.01 IN GENERAL: Subject to provisions of this Article V,
Participants may elect to defer receipt and distribution of the gain related to
the exercise of Options and resulting Gain Shares until the end of an elected
Deferral Period by filing a Stock Option Gain Agreement with the Administrative
Committee. The stock option gain deferral features of the Plan are effective for
deferral elections made on or after February 1, 2000.
SECTION 5.02 TIMING OF FILING STOCK OPTION GAIN AGREEMENT. A Stock
Option Gain Agreement must be filed at least six months prior to the Date of
Exercise, prior to the calendar year in which occurs the Date of Exercise and no
later than the day before the first day of the six month period ending on the
Option Expiration Date. An Option with respect to which a Stock Option Gain
Agreement has been filed may not be exercised prior to the dates specified in
the preceding sentence.
SECTION 5.03 CONTENTS OF STOCK OPTION GAIN AGREEMENT. Each Stock
Option Gain Agreement shall set forth: (i) the number of Options to be exercised
in connection with the deferrals hereunder; (ii) the date of grant of the
Options; (iii) the Deferral Period, which is not to be less than three years;
(iv) any other item determined to be appropriate by the Administrative
Committee. A Participant may elect to defer gain in increments of 25%, 50%, 75%
or 100% of the number of Gain Shares resulting from Options exercised on any one
Date of Exercise.
SECTION 5.04 MANNER OF EXERCISING OPTION SHARES. A Participant who
desires to exercise an Option and to defer current receipt and distribution of
the related Gain Shares must follow the procedures and requirements that are
applicable to the Option under the RSA Security Inc. Option Stock Plan,
including the procedures and requirements relating to the exercise of an Option;
provided, however, that in the case of a deferral of Gain Shares under this
Plan, the Participant shall only be permitted to tender Consideration Shares to
pay the entire exercise price for any such Option exercised. Notwithstanding the
foregoing, the Administrative Committee may in its discretion accept the
Participant's attestation that he or she owns the number of Consideration Shares
necessary to effectuate the stock swap contemplated hereunder.
SECTION 5.05 DETERMINATION OF GAIN SHARES. Upon exercise of an
Option, the Gain Shares from which the Participant has elected to defer
hereunder shall be determined as follows: (i) the aggregate exercise price for
all exercised Option Shares shall be determined; (ii) the number of
Consideration Shares needed to pay the exercise price for such Option Shares
shall be determined; (iii) the difference between the number of exercised Option
Shares and the number of Consideration Shares shall be the number of Gain Shares
resulting from such exercise. Any fractional Gain Share that results from the
computations hereunder shall be rounded up to the nearest whole number.
SECTION 5.06 CONVERSION OF GAIN SHARES TO PHANTOM SHARE UNITS. As of
the Date of Exercise, Gain Shares shall be converted to Phantom Share Units by
dividing the amount of the aggregate Fair Market Value of the Gain Shares as of
the Date of Exercise by the Fair Market Value of one share of Common Stock as of
the Date of Exercise. The resulting number of Phantom Share Units shall be
credited to the Participant's Gain Share Account. Any fractional Phantom Share
Unit that results from the computations hereunder shall be rounded up to the
nearest whole number.
SECTION 5.07 CHANGES TO THE STOCK OPTION GAIN AGREEMENT. A Stock
Option Gain Agreement may not be amended or revoked after the day on which it is
filed with the Administrative Committee, except that the Deferral Period may be
extended if an amended Stock Option Gain Agreement is filed with the
Administrative Committee at least one full calendar year before the Deferral
Period (as in effect before such amendment) ends, provided that only one such
amendment may be filed with respect to each Stock Option Gain Agreement.
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SECTION 5.08 FAILURE TO PROPERLY EXERCISE. If a Participant makes a
valid election under this Article V to defer Gain Shares and if the Option
expires without a proper exercise of the Option by the Participant or if the
Participant fails to properly tender or attest to the Consideration Shares by
the last day of the Option term, the Participant shall forfeit any opportunity
to exercise the option and the Option shall be canceled as of the end of the
last business day of the Option term, according to the terms of the Sample
Standard Corporation Stock Option Plan.
SECTION 5.09 DELIVER OF GAIN SHARES. The gain shares must be
physically delivered to the rabbi trustee or delivered to such other entity as
may be designated by the RSA Security Inc. Deferred Compensation Committee for
safe keeping such shares.
ARTICLE VI
DEFERRED COMPENSATION
SECTION 6.01 ELECTIVE DEFERRED COMPENSATION. The Deferred Amount of a
Participant with respect to each Plan Year of participation in the Plan shall be
credited by the Administrative Committee to the Participant's Deferral Account
as and when such Deferred Amount would otherwise have been paid to the
Participant. To the extent that the Company is required to withhold any taxes or
other amounts from the Deferred Amount pursuant to any state, Federal or local
law, such amounts shall be taken out of other compensation eligible to be paid
to the Participant that is not deferred under this Plan.
SECTION 6.02 VESTING OF DEFERRAL ACCOUNT. Except as provided in
Section 8.02, a Participant shall be 100% vested in his/her Deferral Account at
all times.
ARTICLE VII
MAINTENANCE AND INVESTMENT OF ACCOUNTS
SECTION 7.01 MAINTENANCE OF ACCOUNTS. Separate Deferral Accounts
shall be maintained for each Participant. More than one Deferral Account may be
maintained for a Participant as necessary to reflect (a) various Hypothetical
Investment Benchmarks and/or (b) separate Participation Agreements specifying
different Deferral Periods and/or forms of payment. A Participant's Deferral
Account(s) shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to the Participant pursuant to this
Plan, and shall not constitute or be treated as a trust fund of any kind. The
Administrative Committee shall determine the balance of each Deferral Account,
as of each Valuation Date, by adjusting the balance of such Deferral Account as
of the immediately preceding Valuation Date to reflect changes in the value of
the deemed investments thereof, credits and debits pursuant to Section 6.01 and
Section 7.02 and distributions pursuant to Article VIII with respect to such
Deferral Account since the preceding Valuation Date.
SECTION 7.02 HYPOTHETICAL INVESTMENT BENCHMARKS. (a) Each Participant
shall be entitled to direct the manner in which his/her Deferral Accounts will
be deemed to be invested, selecting among the Hypothetical Investment Benchmarks
specified in Appendix A hereto, as amended by the RSA Security Inc. Deferred
Compensation Plan Committee from time to time, and in accordance with such
rules, regulations and procedures as the RSA Security Inc. Deferred Compensation
Plan Committee may establish from time to time. Notwithstanding anything to the
contrary herein, earnings and losses based on a Participant's investment
elections shall begin to accrue as of the date such Participant's Deferral
Amounts are credited to his/her Deferral Accounts.
(b) (i) The Hypothetical Investment Benchmarks available for Deferral
Accounts from time to time may include a "RSA Security Inc. Share Fund." The RSA
Security Inc. Share Fund shall consist of deemed investments in shares of RSA
Security Inc. Common Stock. Deferred Amounts that are deemed to be invested in
the RSA Security Inc. Share Fund shall be converted into Phantom Share Units
based upon the Fair Market Value of the
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Common Stock as of the date(s) the Deferred Amounts are to be credited to a
Deferral Account. The portion of any Deferral Account that is invested in the
RSA Security Inc. Share Fund shall be credited, as of each Valuation Date, with
additional Phantom Share Units of Common Stock with respect to cash dividends
paid on the Common Stock with record dates during the period beginning on the
day after the most recent preceding Valuation Date and ending on such Valuation
Date.
(ii) When a reallocation or a distribution of all or a portion of a
Deferral Account that is invested in the RSA Security Inc. Share Fund is to be
made, the balance in such a Deferral Account shall be determined by dividing the
Fair Market Value of one share of Common Stock on the most recent Valuation Date
preceding the date of such reallocation or distribution into the number of
Phantom Share Units to be reallocated or distributed. Upon a lump sum
distribution, the amounts in the RSA Security Inc. Share Fund shall be
distributed in the form of cash having a value equal to the Fair Market Value of
a comparable number of actual shares of Common Stock, or a combination thereof,
as determined by the RSA Security Inc. Deferred Compensation Plan Committee.
(iii) In the event of a stock dividend, split-up or combination of the
Common Stock, merger, consolidation, reorganization, recapitalization, or other
change in the corporate structure or capitalization affecting the Common Stock,
such that an adjustment is determined by the RSA Security Inc. Deferred
Compensation Plan Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under this Plan, then the RSA Security Inc. Deferred Compensation Plan Committee
may make appropriate adjustments to the number of deemed shares credited to any
Deferral Account. The determination of the RSA Security Inc. Deferred
Compensation Committee as to such adjustments, if any, to be made shall be
conclusive.
(iv) Notwithstanding any other provision of this Plan, the RSA Security
Inc. Deferred Compensation Committee shall adopt such procedures as it may
determine are necessary to ensure that with respect to any Participant who is
actually or potentially subject to Section 16(b) of the Securities Exchange Act
of 1934, as amended, the crediting of deemed shares to his or her Deferral
Account is not deemed to be a non-exempt purchase for purposes of such Section
16(b), including without limitation requiring that no shares of Common Stock or
cash relating to such deemed shares may be distributed for six months after
being credited to such Deferral Account.
SECTION 7.03 STATEMENT OF ACCOUNTS. The Administrative Committee
shall submit to each Participant quarterly statements of his/her Deferral
Account(s) and Gain Share Accounts(s), in such form as the Administrative
Committee deems desirable, setting forth the balance to the credit of such
Participant in his/her Deferral Account(s) and Gain Share Account(s) as of the
end of the most recently completed quarter.
ARTICLE VIII
BENEFITS
SECTION 8.01 TIME AND FORM OF PAYMENT. At the end of the Deferral
Period for each Deferral Account, the Company shall pay to the Participant the
balance of such Deferral Account at the time or times elected by the Participant
in the applicable Participation Agreement; provided that if the Participant has
elected to receive payments from a Deferral Account in a lump sum, the Company
shall pay the balance in such Deferral Account (determined as of the most recent
Valuation Date preceding the end of the Deferral Period) in a lump sum in cash
(plus any shares of Common Stock that the Committee elects to deliver from any
investment in the RSA Security Inc. Share Fund) as soon as practicable after the
end of the Deferral Period. If the Participant has elected to receive payments
from a Deferral Account in installments, the Company shall make annual cash only
payments from such Deferral Account, each of which shall consist of an amount
equal to (i) the balance of such Deferral Account as of the most recent
Valuation Date preceding the payment date times (ii) a fraction, the numerator
of which is one and the denominator of which is the number of remaining
installments (including the installment being paid). The first such installment
shall be paid as soon as practicable after the end of the Deferral Period and
each subsequent installment shall be paid on or about the anniversary of such
first payment. Each such installment shall be deemed to be made on a pro rata
basis from each of the different deemed investments of the Deferral Account
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(if there is more than one such deemed investment). At the end of the Deferral
Period for each Gain Share Account, the Company shall deliver to the Participant
the balance of such Gain Share Account at the time or times elected by the
Participant in the applicable Stock Option Gain Agreement in the form of actual
shares of Common Stock.
SECTION 8.02 RESERVED FOR FUTURE USE
SECTION 8.03 RETIREMENT. Subject to Section 8.01 and Section 8.06
hereof, if a Participant has elected to have the balance of his/her Deferral
Account or Gain Share Account distributed upon Retirement, the account balance
of the Participant (determined as of the most recent Valuation Date preceding
such Retirement) shall be distributed upon Retirement in installments or a lump
sum in accordance with the Plan and as elected in the Participant Agreement.
SECTION 8.04 IN-SERVICE DISTRIBUTIONS. Subject to Section 8.01 and
Section 8.06 hereof, if a Participant has elected to defer Eligible Compensation
under the Plan for a stated number of years, the account balance of the
Participant (determined as of the most recent Valuation Date preceding such
Deferral Period) shall be distributed in installments or a lump sum in
accordance with the Plan and as elected in the Participant Agreement.
SECTION 8.05 OTHER THAN RETIREMENT. Notwithstanding the provisions of
Section 8.04 and Section 8.05 hereof and any Participation Agreement, if a
Participant dies, has a Termination of Employment or Disability prior to
Retirement and prior to receiving full payment of his/her Deferral Account(s),
the Company shall pay the remaining balance (determined as of the most recent
Valuation Date preceding such event) to the Participant or the Participant's
Beneficiary or Beneficiaries (as the case may be) in a lump sum in cash only or
in Common Stock with respect to payment of Gain Share Accounts and amounts
invested in the RSA Security Inc. Stock Fund (notwithstanding Section 8.01
hereof) as soon as practicable following the occurrence of such event, unless
the Administrative Committee in its sole discretion determines otherwise.
Subject to Section 7.02(a) hereof, the amount distributable under the preceding
sentence of this Section 8.06 shall be based on the Participant's investments
elections.
SECTION 8.06 HARDSHIP WITHDRAWALS. Notwithstanding the provisions of
Section 8.01 and any Participation Agreement, a Participant shall be entitled to
early payment of all or part of the balance in his/her Deferral Account(s) in
the event of an Unforeseeable Emergency, in accordance with this Section 8.06. A
distribution pursuant to this Section 8.06 may only be made to the extent
reasonably needed to satisfy the Unforeseeable Emergency need, and may not be
made if such need is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of the Participant's
assets to the extent such liquidation would not itself cause severe financial
hardship, or (iii) by cessation of participation in the Plan. An application for
an early payment under this Section 8.06 shall be made to the Administrative
Committee in such form and in accordance with such procedures as the
Administrative Committee shall determine from time to time. The determination of
whether and in what amount and form a distribution will be permitted pursuant to
this Section 8.06 shall be made by the Administrative Committee.
SECTION 8.07 VOLUNTARY EARLY WITHDRAWAL. Notwithstanding the
provisions of Section 8.01 and any Participation Agreement, a Participant shall
be entitled to elect to withdraw all of the balance in his/her Deferral
Account(s) in accordance with this Section 8.07 by filing with the
Administrative Committee such forms, in accordance with such procedures, as the
Administrative Committee shall determine from time to time. As soon as
practicable after receipt of such form by the Administrative Committee, the
Company shall pay an amount equal to ninety percent of the balance in such
Participant's Deferral Account(s) (determined as of the most recent Valuation
Date preceding the date such election is filed) to the electing Participant in a
lump sum in cash, and the Participant shall forfeit the remainder of such
Deferral Account(s). All Participation Agreements previously filed by a
Participant who elects to make a withdrawal under this Section 8.07 shall be
null and void after such election is filed (including without limitation
Participation Agreements with respect to Plan Years or performance periods that
have not yet been completed), and such a Participant shall not thereafter be
entitled to file any Participation Agreements under the Plan with respect to the
first Plan Year that begins after such election is made.
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SECTION 8.08 CHANGE OF CONTROL. In the event of a Change of Control
that is recommended for approval to the shareholders by the Board, no immediate
special payment shall be made to any Participant and the terms and conditions of
the Plan shall remain in full force and effect. Notwithstanding anything
contained in this Plan to the contrary, upon a hostile Change of Control, the
Company shall immediately pay to each Participant in a lump sum in cash or in
Common Stock with respect to payment of Gain Share Accounts and amounts invested
in the Company Stock Fund the balance in his/her Deferral Account(s) (determined
as of the most recent Valuation Date preceding the Change of Control). Hostile
Change of Control is defined as a Change of Control of the Company which is not
recommended for approval to the shareholders by the Board.
SECTION 8.09 PAYMENTS IN CONNECTION WITH CHANGE OF CONTROL.
Notwithstanding anything contained in this Plan to the contrary, upon a hostile
Change of Control, the Company shall immediately pay to each Participant in a
lump sum in cash or in Common Stock with respect to payment of Gain Share
Accounts and amounts invested in the RSA Security Inc. Stock Fund the balance in
his/her Deferral Account(s) (determined as of the most recent Valuation Date
preceding the Change of Control).
SECTION 8.10 WITHHOLDING OF TAXES. Notwithstanding any other
provision of this Plan, the Company shall withhold from payments made hereunder
any amounts required to be so withheld by any applicable law or regulation.
ARTICLE IX
BENEFICIARY DESIGNATION
SECTION 9.01 BENEFICIARY DESIGNATION. Each Participant shall have the
right, at any time, to designate any person, persons or entity as his
Beneficiary or Beneficiaries. A Beneficiary designation shall be made, and may
be amended, by the Participant by filing a written designation with the
Administrative Committee, on such form and in accordance with such procedures as
the Administrative Committee shall establish from time to time.
SECTION 9.02 NO BENEFICIARY DESIGNATION. If a Participant fails to
designate a Beneficiary as provided above, or if all designated Beneficiaries
predecease the Participant, then the Participant's Beneficiary shall be deemed
to be the Participant's estate.
ARTICLE X
AMENDMENT AND TERMINATION OF PLAN
SECTION 10.01 AMENDMENT. The Board or the RSA Security Inc. Deferred
Compensation Committee may at any time amend this Plan in whole or in part,
provided, however, that no amendment shall be effective to decrease the balance
in any Deferral Account as accrued at the time of such amendment, nor shall any
amendment otherwise have a retroactive effect.
SECTION 10.02 COMPANY'S RIGHT TO TERMINATE. The Board or the RSA
Security Inc. Deferred Compensation Committee may at any time terminate the Plan
with respect to future Participation Agreements. The Board or the RSA Security
Inc. Deferred Compensation Committee may also terminate the Plan in its entirety
at any time for any reason, including without limitation if, in its judgment,
the continuance of the Plan, the tax, accounting, or other effects thereof, or
potential payments thereunder would not be in the best interests of the Company,
and upon any such termination, the Company shall immediately pay to each
Participant in a lump sum the accrued balance in his Deferral Account
(determined as of the most recent Valuation Date preceding the termination
date).
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ARTICLE XI
MISCELLANEOUS
SECTION 11.01 UNFUNDED PLAN. 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 Sections 201, 301 and 401 of ERISA. All payments pursuant to the Plan shall
be made from the general funds of the Company and no special or separate fund
shall be established or other segregation of assets made to assure payment. No
Participant or other person shall have under any circumstances any interest in
any particular property or assets of the Company as a result of participating in
the Plan. Notwithstanding the foregoing, the Company may (but shall not be
obligated to) create one or more grantor trusts, the assets of which are subject
to the claims of the Company's creditors, to assist it in accumulating funds to
pay its obligations under the Plan.
SECTION 11.02 NONASSIGNABILITY. Except as specifically set forth in
the Plan with respect to the designation of Beneficiaries, neither a Participant
nor any other person shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or
convey in advance of actual receipt the amounts, if any, payable hereunder, or
any part thereof, which are, and all rights to which are, expressly declared to
be unassignable and non-transferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure or sequestration for the payment
of any debts, judgments, alimony or separate maintenance owed by a Participant
or any other person, nor be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency.
SECTION 11.03 VALIDITY AND SEVERABILITY. The invalidity or
unenforceability of any provision of this Plan shall not affect the validity or
enforceability of any other provision of this Plan, which shall remain in full
force and effect, and any prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.
SECTION 11.04 GOVERNING LAW. The validity, interpretation,
construction and performance of this Plan shall in all respects be governed by
the laws of the State of Massachusetts, without reference to principles of
conflict of law, except to the extent preempted by federal law.
SECTION 11.05 EMPLOYMENT STATUS. This Plan does not constitute a
contract of employment or impose on the Participant or the Company any
obligation for the Participant to remain an employee of the Company or change
the status of the Participant's employment or the policies of the Company and
its affiliates regarding termination of employment.
SECTION 11.06 UNDERLYING INCENTIVE PLANS AND PROGRAMS. Nothing in this
Plan shall prevent the Company from modifying, amending or terminating the
compensation or the incentive plans and programs pursuant to which cash awards
are earned and which are deferred under this Plan.
SECTION 11.07 SEVERANCE. Notwithstanding anything to the contrary
herein the RSA Security Inc. Deferred Compensation Committee may, in its sole
and exclusive discretion, determine that the Deferral Account of a Participant
who has incurred a Termination of Employment and who receives or will receive
severance payments from the Company shall be paid in installments, at such
intervals as the RSA Security Inc. Deferred Compensation Committee may decide.
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APPENDIX A
NSAT Money Market
NSAT Government Bond
Fidelity VIP High Income
Nationwide Strategic Growth (Strong)
Fidelity VIP III Growth Opportunities
Fidelity VIP II Contrafund
The Dreyfus Stock Index Fund
Nationwide Small Cap Value (Dreyfus)
Fidelity VIP Overseas
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