EXHIBIT 10.29
ATTACHMENT A
TO
DOMINION HOMES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
NOTICE OF PARTICIPATION
You have been designated as a Participant in the Dominion Homes, Inc.
Supplemental Executive Retirement Plan. Your participation is subject to the
terms of the Plan (a complete copy of which is attached) and to the additional
terms described in this notice. However, there are several things you should
know:
First, your participation is subject to the terms and conditions specified in
the Plan and in this notice.
Second, several terms used in this notice are defined in the Plan. These terms
are capitalized. To be sure that you understand the effect of your
participation, you should review the Plan document carefully.
Third, you must sign this form and return a copy to the Committee at the address
shown at the end of this notice. You also must complete and return to the
Committee a completed Enrollment Form. Instructions for completing the
Enrollment Form are included in that form.
Fourth, you may participate in this Plan only if you also sign the endorsement
split-dollar agreement that you are receiving simultaneously.
Finally, by signing this notice you also will be agreeing to transfer to the
Employer your ownership interest in the insurance policy that was the subject of
split-dollar insurance agreement you previously signed. This transfer of
ownership also is a condition to your participation in this Plan.
If you have any questions about this notice, please contact the Committee at the
address shown at the end of this notice.
1.00 Terms of Participation
The Plan imposes several conditions on the promised benefit. Many of these are
unique to each Participant. In your case, the following provisions will apply:
. Your participation is effective on January 1, 2003.
. The amount of the Employer Contribution (see Plan Sections 2.12 and
4.01) will be:
. $345,475.00 initially; and
. $150,000.00, for 2003 and subsequent years, plus any additional
amount specified by the Committee.
. Your Triggering Events (see Plan Sections 2.26 and 4.04) will be:
. The date you complete 72 months of Plan participation and the
Company's net worth (calculated by applying standard accounting
principles) first exceeds $100,000,000 (both conditions must be
met before this Triggering Event will occur); or
. A Change in Control.
2.00 Acknowledgement
I acknowledge and agree, on my own behalf and on behalf of my Beneficiary and my
heirs and assigns, that [1] the Plan is unfunded and is maintained primarily for
the purpose of providing deferred compensation to a select group of management
or highly compensated employees (as defined in the Employee Retirement Income
Security Act of 1974, as amended), [2] I may lose all or part of my Plan benefit
(including any unpaid installments) if my employer becomes bankrupt, [3] I may
not earn a benefit for any period I am not an Eligible Employee, [4] I have no
right or claim to receive amounts credited to my Accounts other than those
specifically granted by the terms of the Plan, [5] I have read and understand
the terms of the Plan, [6] any disputes relating to the Plan must be resolved
through procedures described in Plan Sections 7.07 and 7.08, [7] if I "compete"
(as defined in Plan Section 5.04) I agree to repay any Plan benefit I have
received, and [8] by signing this Acknowledgement I also am transferring to my
Employer my ownership interest in the insurance policy that was the subject of
the split-dollar agreement I previously signed.
2/11/2003 /s/ Douglas G. Borror
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Date Signature
Douglas G. Borror
-------------------------------------
Name (please print)
**************
Return this signed notice to the Committee at the following address:
Dominion Homes' Compensation Committee
--------------------------------------
C/o Robert A. Meyer, Jr.
--------------------------------------
5501 Frantz Rd., P.O. Box 7166
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Dublin, OH 43017
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Received by Committee on: 2/11/2003
-----------------------
By: __ Robert A. Meyer, Jr.
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ATTACHMENT B
TO
DOMINION HOMES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ENROLLMENT FORM
1.00 Instructions for Completing This Form
You must complete, sign and return this form to the Committee at the address
shown at the end of this form before you may participate in the Dominion Homes,
Inc. Supplemental Executive Retirement Plan. However, before doing so, there are
several things you should know.
First, the terms of your participation are described in a separate Notice of
Participation. Be sure you review these terms carefully.
Second, several terms used in this form are defined in the Plan. These terms are
capitalized. You should review the Plan document carefully to be sure you
understand the effect of your elections.
Third, the elections you make in this form will remain in effect until they are
changed. You may change the elections you make in this form. However, there are
some limits on when these changes may be made and the time any changes become
effective. These are explained in the Plan. You should ensure that you
understand the effect of any change before it is made.
Fourth, if you change any of your elections, you may do so only by completing
and delivering to the Committee (at the address shown at the end of this form) a
revised form that includes:
. All the information specified in Part 2.00 (Identification of
Participant) of this form and sign Part 5.00 (Acknowledgement) of this
form. This information is needed to ensure that the Committee is fully
apprised of this information; and
. The substance of the new election only [e.g., if you are naming a new
Beneficiary, you need not complete other parts of this form, although
Part 2.00 (Identification of Participant) always must be completed].
If you have any questions about this form, please contact the Committee at the
address shown at the end of this form.
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2.00 Identification of Participant
Note: This part of this form must be completed whenever you file this form; any
revisions or elections made without completing this part of this form will be
ignored.
Name: Douglas G. Borror
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Soc. Sec. No.: ###-##-####
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Date of Birth: August 13, 1955
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Address: 5500 Dublin Road, Dublin, OH 43017
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- --------------------------------------------------------------------------------
3.00 Designation of Beneficiary
3.01 Primary Beneficiary:
I designate the following persons as my Primary Beneficiary or Beneficiaries to
receive the portion of my Account that is not distributed to me after
Termination but before my death (see Plan Section 5.00). This benefit will be
paid, in the proportion specified, to:
100 % to the then acting trustee of the trust agreement executed by
------ ------------------------------------------------------------
Douglas G. Borror, as grantor and as trustee, on June 18,
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2001, as amended.
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______% to ____________________________________________________________
(Name) (Relationship)
Address: ______________________________________________________________
______% to ____________________________________________________________
(Name) Relationship)
Address: ______________________________________________________________
______% to ____________________________________________________________
(Name) (Relationship)
Address: ______________________________________________________________
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3.02 Contingent Beneficiary:
If one or more of my Primary Beneficiaries dies before I die, I direct that any
Plan death benefit that might otherwise have been paid to that Beneficiary:
_____ Be paid to my other named Primary Beneficiaries in proportion to
the allocation given above (ignoring the interest allocated to
the deceased Primary Beneficiary); or
_____ Be distributed among the following Contingent Beneficiaries.
______% to ____________________________________________________________
(Name) (Relationship)
Address: ______________________________________________________________
______% to ____________________________________________________________
(Name) Relationship)
Address: ______________________________________________________________
______% to ____________________________________________________________
(Name) (Relationship)
Address: ______________________________________________________________
______% to ____________________________________________________________
(Name) (Relationship)
Address: ______________________________________________________________
4.00 Distributions
Normally, your Plan benefit will be distributed in a lump sum shortly after you
Terminate. However, you may elect to have your Plan benefit distributed in as
many as 10 annual installments and may elect to have your payment begin at some
date after you Terminate (but benefits always must begin shortly after you reach
age 65 or when you terminate employment, whichever is latest). However, these
payment options are available only if this election is made at least 12 months
before you Terminate.
Also, if you make this election but change your mind (e.g., you decide you do
not want to receive annual installments), this election may be revoked but only
if you deliver another completed Enrollment Form to the Committee before you
Terminate. Any revocation delivered after that date will be ignored. Check as
appropriate
5
X Subject to Plan rules and restrictions, I choose to receive my Plan
---
benefit in a lump sum as soon as administratively practicable after my
55 birthday (may not be later than 65).
Note: Your benefits will not begin before you terminate employment even if you
work past age 65. In this case, benefits will begin as soon as administratively
practicable after you terminate.
____ Subject to Plan rules and restrictions, I choose to receive my
Plan benefit in _____ annual installments (may not be more than 10)
beginning on:
____ As soon as administratively practicable after I Terminate;
or
____ As soon as administratively practicable after my ____
birthday (may not be later than 65).
5.00 Acknowledgement
I acknowledge and agree, on my own behalf and on behalf of my Beneficiary and my
heirs and assigns, that [1] the Plan is unfunded and is maintained primarily for
the purpose of providing deferred compensation to a select group of management
or highly compensated employees (as defined in the Employee Retirement Income
Security Act of 1974, as amended), [2] I may lose all or part of my Plan benefit
(including any unpaid installments) if my Employer becomes bankrupt, [3] I may
not earn a benefit for any period I am not an Eligible Employee, [4] I may
change the elections made in this Enrollment Form only if I comply fully with
the rules described in this form and in the Plan, [5] I have read and understand
the terms of the Plan, [6] any disputes relating to the Plan must be resolved
through procedures described in Plan Sections 7.07 and 7.08 and [7] I am solely
responsible for ensuring that the Committee's files contain my current mailing
address and that of my Beneficiary.
2/11/2003 /s/ Douglas G. Borror
- --------------------------------- ------------------------------------------
Date Signature
Douglas G. Borror
------------------------------------------
Name (please print)
***************
Return this signed form to the Committee at the following address:
Dominion Homes' Compensation Committee
---------------------------------------
C/o Robert A. Meyer, Jr.
---------------------------------------
5501 Frantz Rd., P.O. Box 7166
---------------------------------------
Dublin, OH 43017
---------------------------------------
Received by Committee on: 2/11/2003
-----------------------
By: Robert A. Meyer, Jr.
---------------------------------------------
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SUPPLEMENTAL SCHEDULE
TO
DOMINION HOMES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
NOTICE OF PARTICIPATION
- ----------------------------------------------------------------------------------------------------------------------
Named Executive Officer Initial Employer Contribution Annual Employer Contribution
- ----------------------------------------------------------------------------------------------------------------------
Douglas G. Borror $345,475 $150,000
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Jon M. Donnell $177,420 $ 85,000
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David S. Borror $ 68,767 $ 31,000
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Robert A. Meyer, Jr. $ 62,473 $ 25,000
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Peter J. O'Hanlon $ 19,858 $ 9,000
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