Exhibit 10.9
BLACKROCK, INC.
AMENDED AND RESTATED
LONG-TERM DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective September 30, 1999)
1. PURPOSE
BlackRock, Inc. (the "Company") hereby establishes the BlackRock, Inc.
Long-Term Deferred Compensation Plan (the "Plan"), effective January 31,
1998 (the "Effective Date"). The purpose of the Plan is to provide a
vehicle through which the Company can motivate and retain key management
personnel by allowing them to participate in the future financial success
of the Company.
2. ELIGIBILITY
Any officer or key employee of the Company may be selected by the
Management Committee of the Company (the "Committee") to participate in the
Plan (each such employee, a "Participant").
3. PARTICIPATION
(a) In General. The total amount available for payment to
Participants under the Plan shall not exceed such amount as has been
specified by the Board of Directors of the Company by resolution (such
amount being hereinafter referred to as the "Deferred Compensation Pool").
At the time the Committee selects an employee to be a Participant, the
Committee shall determine the amount of the Deferred Compensation Pool to
be credited to an account (the "Deferred Compensation Account") to be
maintained for the benefit of such Participant hereunder and shall
determine the portion of the Deferred Compensation Account to be credited
in cash and the portion to be credited in shares of class A common stock,
par value $0.01 per share, of the Company ("Class A Common Stock"). Each
Participant shall be entitled to receive all or a portion of the amount
credited to his or her Deferred Compensation Account in accordance with the
terms and conditions of this Plan.
(b) Designation of Beneficiary. Participants shall designate in
writing, in accordance with such rules and procedures as the Committee may
prescribe, the beneficiary or beneficiaries who are to receive the amounts
credited to a Participant's Deferred Compensation Account in the event of
such Participant's death.
4. PAYMENT OF DEFERRED COMPENSATION
(a) In General. There shall be no payment of any amounts credited to
a Participant's Deferred Compensation Account except as provided in this
Section 4 or in Section 5 or 10 hereof.
(b) Vesting; Payment. Except as provided in paragraph (c) below or in
Section 5 or 10 hereof, a Participant's Deferred Compensation Account shall
vest and be payable as follows:
(i) Each Participant shall vest with respect to 33.33% of (A)
the amounts credited to the cash portion of his or her Deferred
Compensation Account and (B) the number of shares of Class A Common
Stock credited to the Class A Common Stock portion of his or her
Deferred Compensation Account, in each case on each of the third,
fourth and fifth anniversaries of the date as of which such
Participant was selected as a Participant hereunder (or, in the case
of a Participant whose participation commences as of a date following
the Effective Date, on such earlier date(s) as may be determined by
the Committee), provided in each case (except as provided in paragraph
(c) of this Section 4 and in Section 5 or 10 hereof) that (1) the
Participant remains continuously employed by the Company through the
applicable vesting date and (2) the Participant has complied with all
applicable Company policies, including but not limited to the
execution and delivery to the Company of all documents deemed
necessary by the Company to ensure the Company's compliance with
applicable regulatory requirements.
(ii) The Company shall pay to each Participant the vested
portion of the cash portion of his or her Deferred Compensation
Account in a lump sum cash payment as soon as practicable following
the date on which such portion has become vested. The Company shall
pay to each Participant the vested portion of the Class A Common Stock
portion of his or her Deferred Compensation Account in shares of Class
A Common Stock as soon as practicable following the date on which such
portion has become vested.
(iii) In the event a Participant's employment with the
Company terminates for any reason other than death or disability (as
defined in paragraph (c) below), the unvested portion of such
Participant's Deferred Compensation Account shall immediately be
forfeited and, in the discretion of the Committee, shall be available
for reallocation among existing or new Participants.
(iv) In connection with the initial public offering of the
shares of Class A Common Stock (the "Initial Public Offering"), each
Participant selected by the Committee may elect, at the times and in
the manner determined by the Committee, to convert all or any portion
of the amount credited to the cash portion of his or her Deferred
Compensation Account into shares of Class A Common Stock. The
aggregate number of shares of Class A Common Stock that the
Participant shall be entitled to receive shall be the number obtained
by dividing (x) the dollar value of the cash portion of the Deferred
Compensation Account elected by the Participant to be converted, by
(y) 93.25% of the price at which the shares of Class A Common Stock
are being offered for sale to the public in connection with the
Initial Public Offering.
(c) Death or Disability of Participant. In the event that a
Participant's employment with the Company shall terminate by reason of
death or disability (as hereinafter defined) prior to full vesting of his
or her Deferred Compensation Account, such Participant's balance in his or
her Deferred Compensation Account as of the date of such termination shall
become fully and immediately vested. In the event of death, such balance
shall be paid to such Participant's designated beneficiary in a lump sum
cash payment or in shares of Class A Common Stock, as applicable, as soon
as practicable following the date on which such death occurred. In the
event of disability, such balance shall be paid to the Participant (or, in
the event of such Participant's death prior to payment, to such
Participant's designated beneficiary) in cash or in shares of Class A
Common Stock, as applicable, in equal amounts as soon as practicable
following the date or dates on which such balance would have become vested
had such Participant remained in employment. For purposes of this Plan,
"disability" shall mean a Participant's physical or mental incapacity
constituting disability under the Company's long-term disability policy and
which in any event does or is reasonably expected to continue for at least
six months.
5. CHANGE IN CONTROL OF PNC BANK, NA
In the event of a "Change of Control" (as defined below) of PNC Bank,
NA ("PNC") to which the Company's CEO and a majority in interest of the
other members of the Committee (determined by reference to the number of
shares of Company common stock as to which such members have voting powers)
do not consent for purposes hereof, the Company's CEO and a majority in
interest of the other members of the Committee (determined as set forth
above) may, in their sole discretion at any time during the two years
following such Change of Control of PNC, determine that (i) all
Participants' Deferred Compensation Accounts (whether or not vested) shall
become fully vested and/or (ii) the balance in such Deferred Compensation
Accounts shall be paid to each Participant in a lump sum cash payment as
soon thereafter as practicable.
For purposes of this Plan, a "Change of Control" of PNC shall be
deemed to occur if, whether by virtue of an actual or threatened proxy
contest (including a consent solicitation) or any merger, reorganization,
consolidation or similar transaction, persons who are directors of PNC
immediately prior to such proxy contest or the execution of the agreement
pursuant to which such transaction is consummated (other than a director
whose initial assumption of office was in connection with a prior actual or
threatened proxy contest) cease to constitute a majority of the Board of
Directors of PNC or any successor entity immediately following such proxy
contest or the consummation of such transaction.
6. NON-ASSIGNABILITY
No right to receive payments under the provisions of this Plan shall
be transferrable or assignable by a Participant, except by will or by the
laws of descent and distribution.
7. BINDING PROVISIONS
The Plan shall be binding upon and inure to the benefit of the
Company, its successors and assigns and the Participant and his or her
heirs, executors, administrators and legal representatives.
8. CONTINUED EMPLOYMENT
Nothing contained herein shall be construed as conferring upon a
Participant the right to continue in the employ of the Company or to serve
the Company in any other capacity.
9. PLAN ADMINISTRATION
The Plan will be administered by the Committee, which shall have full
power and authority to interpret, construe and administer the Plan, and the
Committee's interpretations and construction thereof, and actions
thereunder, including any determination of a Participant's Deferred
Compensation Account, or the amount or recipient of the payments to be made
therefrom, shall be binding and conclusive on all persons for all purposes.
No member of the Committee shall be liable to any person for any action
taken or omitted in connection with the interpretation and administration
of the Plan unless attributable to such member's own willful misconduct or
lack of good faith. The expense of administering the Plan shall be borne by
the Company and shall not be charged against amounts payable hereunder.
10. AMENDMENT; TERMINATION
The Board of Directors of the Company may amend this Plan at any time
and from time to time or may terminate the Plan; provided, however, that
the Plan cannot be amended in any manner which would be adverse to any
Participant without the consent of such Participant; and provided, further,
that no such amendment may cause the Plan to be administered by any
individual or entity other than the Committee; and provided, further, that
in the event of a termination of the Plan, each Participant's Deferred
Compensation Account (whether or not vested as of the date of such Plan
termination) shall thereupon become fully vested and the Company shall pay
to each Participant, in a lump sum cash payment or in shares of Class A
Common Stock, as applicable, as soon thereafter as practicable, the entire
balance in his or her Deferred Compensation Account.
11. REPRESENTATION OF PARTICIPANT
By participating in this Plan, each Participant hereby acknowledges
and represents that Participant does not hold any equity-based awards with
respect to the Company or the right to acquire any equity in the Company
under any equity award or plan, program or policy of the Company or PNC,
other than the equity-based awards with respect to common stock of the
Company purchased or held by or granted to the Participant (a) in
connection with the Participant's entering into (i) an employment agreement
with the Company or (ii) the Amended and Restated Stockholders Agreement by
and among the Company, PNC Asset Management, Inc., and Certain Employees of
the Company and its Affiliates, effective as of the effective date of the
initial public offering of the shares of Class A Common Stock (the
"Stockholders Agreement") or (b) by reason of the Participant's
participation in the BlackRock, Inc. 1999 Stock Award and Incentive Plan or
this Plan (together, the "Equity Plans"). Participant further acknowledges
and agrees that the equity-based awards with respect to common stock of the
Company purchased or held by or granted to the Participant (i) in
connection with entering into an employment agreement with the Company or
the Stockholders Agreement or (ii) by reason of the Participant's
participation in the Equity Plans shall supersede and replace any and all
other equity-based awards with respect to common stock of the Company
purchased or held by or granted to Participant.
12. WITHHOLDING
The Company shall have the power to withhold, or require each
Participant to remit to the Company, subject to such other arrangements as
the Committee may make, an amount sufficient to satisfy all federal, state,
local or foreign withholding tax requirements in respect of any payment
made under this Plan.
13. UNFUNDED STATUS
The obligation of the Company to make payments of amounts credited to
a Participant's Deferred Compensation Account shall be a general obligation
of the Company, and such payment shall be made from general assets and
property of the Company. With respect to any payments not yet made
pursuant to this Plan, nothing contained herein shall give any Participant
any rights which are greater than those of a general creditor of the
Company, and neither this Plan nor any agreement entered into hereunder or
action taken pursuant hereto shall create or be construed to create a trust
or fiduciary relationship of any kind.
14. CONTROLLING LAW
The Plan shall be construed in accordance with and governed by the law
of the State of Delaware.