Allmerica Financial Corporation Description of Incentive Compensation Conversion Program

EX-10.65 3 dex1065.htm DESCRIPTION OF INCENTIVE COMPENSATION CONVERSION PROGRAM DESCRIPTION OF INCENTIVE COMPENSATION CONVERSION PROGRAM

Exhibit 10.65

 

Allmerica Financial Corporation

 

Description of Incentive Compensation Conversion Program

 

Objective

 

  Build stock ownership of Senior Leadership

 

Participants

 

  Operating Committee

 

Opportunity

 

  Defer a portion of 2004 IC Award into Restricted Stock Units with 3 year restriction (Principal Units)

 

  - Defer the greater of $50,000 or up to a max of 20% of current base

 

  Company matches 15% of deferral with additional Restricted Stock Units (Premium Units)

 

Timing of Election

 

  Prior to 2/4/2005

 

Taxation

 

  FICA tax is applied to deferral amount; no state or federal income tax due until restrictions lapse

 

  Premium Units taxed when restrictions lapse

 

Dividends

 

  Dividends, if paid on common shares, will be notionally credited to a dividend account and credited at the GATT interest rate

 

(Note that this is different from Restricted Stock Units issued under the Long Term Incentive Program which are performance based and will not be credited with notional dividends)

 

  Application of this provision will apply to amounts issued under this program in prior years as well

 

  Vesting and forfeiture of notional dividends will mirror the treatment of Restricted Stock Units

 

Administrative Guidelines

 

  If employee leaves prior to 3 years, Principal and Premium units are returned to company. Employee will receive original amount deferred plus GATT interest rate.

 

  If employee remains with the company for entire 3 year period, employee will receive Principal and Premium Units