Exhibit 10.21
ELECTION FORMS
FOR
DEFERRED COMPENSATION PROGRAM
NYMAGIC, INC.
DEFERRED COMPENSATION PROGRAM PURSUANT
TO THE LONG-TERM INCENTIVE PLAN
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Deferral Election Form
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AGREEMENT, made this __ day of ___________ 200__ by and between the
undersigned participant (the "Participant") in the NYMAGIC, INC. 2004 Long-Term
Incentive Plan (the "Plan") and NYMAGIC, INC. (the "Company").
WHEREAS, the Company has approved a deferred compensation program
pursuant to the Plan, and the Participant is eligible to participate in said
Plan on the terms set forth therein and in this Deferral Election Form and the
attached Distribution Election Form (together, the "Program Documents").
NOW THEREFORE, it is mutually agreed as follows:
1. By the execution hereof, the Participant agrees to participate in the
Plan upon the terms and conditions set forth therein, and, in accordance
therewith, make the elections set forth herein effective -
___ on the January 1st that follows the Committee's
acceptance of the Participant's Program Documents.
___ on the first day of the next calendar month, but only if
this election occurs within the 30-day period after the
Participant first becomes eligible for Plan
participation (NOTE: only newly elected directors may
choose this option).
2. In accordance with the terms of the Resolutions adopted by the Board
of Directors at its September 15, 2004 and December ___, 2004 meetings, the
Participant will participate in the Plan upon the terms and conditions set forth
in the Program Documents, and 100% of the Participant's annual retainer fee for
services as a Director shall be credited to his Account as Deferred Share Units.
3. In addition, the Participant may, by execution hereof, elect to defer
the receipt of:
___% of the Participant's cash compensation in the form of
committee chair/and or committee member retainer fees
(up to 100%).
4. This election will continue in force until either the effective date
of a superseding election by the Participant, or until the Participant
terminates service with the Company, or until the Plan is terminated by
appropriate corporate action, whichever shall first occur.
NYMAGIC, INC. Deferred Compensation Program
Deferral Election Form
Page 2
5. By the execution hereof, the Participant further recognizes and
agrees to participate in the Plan upon the terms and conditions set forth
therein, including but not limited to the following terms:
(a) This election is irrevocable with respect to any compensation
that is deferred during the term of this election.
(b) Unless arbitrary and capricious, any decisions of the Committee
with respect to the operation, interpretation, or administration
of the Plan or the Participant's Account will be final and
binding on the Participant and all other interested parties.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the
day and year first above-written.
PARTICIPANT
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NYMAGIC, INC.
By
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A member of the Board of Directors
NYMAGIC, INC.
DEFERRED COMPENSATION PROGRAM PURSUANT
TO THE LONG-TERM INCENTIVE PLAN
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Distribution Election Form
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AGREEMENT, made this __ day of __________ 20__ by and between the
undersigned participant (the "Participant") in the NYMAGIC, INC. 2004 Long-Term
Incentive Plan (the "Plan"), and NYMAGIC, INC. (the "Company") with respect to
distribution of the Participant's account ("Account") under the Plan. The
parties agree that any term that begins herein with initial capital letters
shall have the special meaning defined in the Plan, unless the context clearly
requires otherwise.
NOW THEREFORE, it is mutually agreed as follows:
1. Form of Payment Generally. The Participant, by the execution hereof,
agrees to participate in the Plan upon the terms and conditions set forth
therein, and, in accordance therewith, elects to have his or her Account
distributed in Shares of the Company's common stock as follows:
|_| in a lump sum.
|_| in substantially equal annual payments over a period of
___ years (not to exceed 20 years from the date that
payments commence). The amount of the annual payments
shall be determined as follows:
|_| _____ % of the Participant's Account balance per year.
|_| $ _______ of the Participant's Account balance per year.
2. Timing of Payment. The Participant directs that his or her Account be
distributed as follows:
|_| within thirty (30) days following the Participant's
Separation from Service with the Company.
|_| on the January 1st that next follows the date that is
___ years after the Participant's Separation from
Service with the Company.
|_| on the ___ anniversary of the Participant's Separation
from Service with the Company.
|_| on the first day of the month next following the
Participant's ___ birthday.
|_| to the extent permitted under Code Section 409A and
applicable regulations, in the event of an earlier
Change in Control --
|_| a lump sum cash-out on the date of the Change in
Control.
NYMAGIC, INC. Deferred Compensation Program
Distribution Election Form
Page 2
|_| Substantially equal payments on each of the
first ___ (not more than 5) annual anniversaries
of the Change in Control.
|_|
Other:_________________________________________.
3. Frequency of Payment. The Participant shall receive installment
payments, if elected as form of payment on a __________ quarterly, _________
semi-annual, or ________ annual basis.
4. Form of Payment to Beneficiary. In the event of the Participant's
death, his or her Account shall be distributed --
|_| in one lump sum payment within thirty (30) days
following the Participant's death.
|_| in accordance with the payment schedule selected in
paragraphs 1, 2, and 3 hereof (with payments made as
though the Participant survived to collect all benefits,
and as though the Participant terminated service on the
date of his or her death, if payments had not already
begun).
5. Designation of Beneficiary. In the event of the Participant's death
before he or she has collected all of the benefits payable under the Plan, the
Participant hereby directs that any survivorship benefits payable under Section
9 of the Plan be distributed to the beneficiary or beneficiaries designated
under subparagraphs a and b of this paragraph 5 in the manner elected pursuant
to paragraph 4 above:
a. Primary Beneficiary. The Participant hereby designates the person(s)
named below to be his or her primary beneficiary and to receive the balance of
any unpaid benefits under the Plan.
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Name of Social Security Mailing Address Percentage of
Primary Beneficiary Number Death Benefit
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%
----------------------------------------------------------------------------------------
%
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b. Contingent Beneficiary. In the event that the primary beneficiary or
beneficiaries named above are not living at the time of the Participant's death,
the Participant hereby designates the following person(s) to be his or her
contingent beneficiary for purposes of the Plan:
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Name of Social Security Mailing Address Percentage of
Contingent Beneficiary Number Death Benefit
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%
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%
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NYMAGIC, INC. Deferred Compensation Program
Distribution Election Form
Page 3
6. Effect of Election. The elections made in paragraphs 1, 2, and 3
hereof shall apply -
|_| to any deferred compensation that is deferred pursuant
to the deferral election to which this election relates.
|_| to the entire value of the Participant's Account,
provided that these elections may only be changed at
least one year in advance of the earliest date on which
payments would otherwise commence pursuant to paragraph
2 hereof, and may only be changed pursuant to an
election that conforms with the requirements set forth
in Section 9(c) of the Plan.
With respect to the elections made in paragraphs 4 and 5 hereof, the
Participant may, by submitting an effective superseding Distribution Election
Form at any time and from time to time, prospectively change the beneficiary
designation and the manner of payment to a Beneficiary. Such elections shall,
however, become irrevocable upon the Participant's death.
7. Mutual Commitments. The Company agrees to make payment of all amounts
due the Participant in accordance with the terms of the Plan and the elections
made by the Participant herein. The Participant agrees to be bound by the terms
of the Plan, as in effect on the date hereof or properly amended hereafter.
8. Tax Consequences to Participant. The Participant is solely
responsible for the satisfaction of any taxes that may arise under the Plan,
(including any taxes arising under Sections 409A or 4999 of the Code). Neither
the Company nor the Committee shall have any obligation whatsoever to pay such
taxes or to prevent the Participant from incurring them.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the
day and year first above-written.
PARTICIPANT
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NYMAGIC, INC.
By
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A Member of the Board of Directors