EXHIBIT 10.34
NOTE: Execution of this Adoption Agreement creates a legal liability of the
Employer with significant tax consequences to the Employer and Participants.The
Employer should obtain legal and tax advice from its professional advisors
before adopting the Plan. Principal Life Insurance Company disclaims all
liability for the legal and tax consequences which result from the elections
made by the Employer in this Adoption Agreement.
Principal Life Insurance Company, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
A member of the Principal Financial Group(R)
THE EXECUTIVE NONQUALIFIED "EXCESS" PLAN
ADOPTION AGREEMENT
THIS AGREEMENT is the adoption by UCI Medical Affiliates of SC, Inc. (the
"Company") of the Executive ---------------------------------- Nonqualified
Excess Plan ("Plan").
WITNESSETH:
WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified
deferred compensation plan; and
WHEREAS, the provisions of the Plan are intended to comply with the
requirements of Section 409A of the Code and the regulations thereunder and
shall apply to amounts subject to section 409A; and
WHEREAS, the Company has been advised by Principal Life Insurance
Company to obtain legal and tax advice from its professional advisors before
adopting the Plan.
NOW, THEREFORE, the Company hereby adopts the Plan in accordance with
the terms and conditions set forth in this Adoption Agreement:
ARTICLE I
Terms used in this Adoption Agreement shall have the same meaning as in
the Plan, unless some other meaning is expressly herein set forth. The Employer
hereby represents and warrants that the Plan has been adopted by the Employer
upon proper authorization and the Employer hereby elects to adopt the Plan for
the benefit of its Participants as referred to in the Plan. By the execution of
this Adoption Agreement, the Employer hereby agrees to be bound by the terms of
the Plan.
ARTICLE II
The Employer hereby makes the following designations or elections for
the purpose of the Plan.
2.6 Committee: The duties of the Committee set forth in the Plan shall be
satisfied by: X (a) Company - __ (b) The administrative committee appointed by
the Board to serve at the pleasure of the Board. __ (c) Board __ (d) Other
(specify): ______.
2.8 Compensation: The "Compensation" of a Participant shall mean all of a
Participant's: X (a) Base Salary. - X (b) Service Bonus. - X (c)
Performance-Based Compensation earned in a period of 12 months or more - __ (d)
Commissions. __ (e) Compensation received as an Independent Contractor
reportable on Form 1099. __ (f) Other: _____.
2.9 Crediting Date: The Deferred Compensation Account of a Participant
shall be credited with the amount of any Participant Deferral to such account at
the time designated below: __ (a) The last business day of each Plan Year. __
(b) The last business day of each calendar quarter during the Plan Year. __ (c)
The last business day of each month during the Plan Year. __ (d) The last
business day of each payroll period during the Plan Year. __ (e) Each pay day as
reported by the Employer. X (f) Any business day on which Participant Deferrals
are received by the Provider. - __ (g) Other:
2.13 Effective Date: __ (a) This is a newly-established Plan, and the
Effective Date of the Plan is _____. X (b) This is an amendment and restatement
of a plan named - UCI Medical Affiliates, Inc. - Doctor's Care, P.A. Deferred
Compensation Agreement with an effective date of 06/01/1998. The Effective Date
of this amended and restated Plan is 01/01/2005. This is amendment number 1. __
(i) All amounts in Deferred Compensation Accounts shall be subject to the
provisions of this amended and restated Plan. X (ii) Any Grandfathered Amounts
shall be subject to the Plan rules - in effect on October 3, 2004.
2.20 Normal Retirement Age: The Normal Retirement Age of a Participant
shall be: X (a) Age 65. - -- __ (b) The later of age __ or the __ anniversary of
the participation commencement date. The participation commencement date is the
first day of the first Plan Year in which the Participant commenced
participation in the Plan. __ (c) Other:
2.23 Participating Employer(s): As of the Effective Date, the following
Participating Employer(s) are parties to the Plan:
Name of Employer Address Telephone EIN
No.
UCI Medical Affiliates of SC, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Doctor's Care, P.A. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
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▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2.26 Plan: The name of the Plan is UCI Medical Affiliates, Inc. - Doctor's
Care, P.A. Deferred Compensation Plan. 2.28 Plan Year: The Plan Year shall end
each year on the last day of the month of December. -------- 2.30 Seniority
Date: The date on which a Participant has: X (a) Attained age 65. - -- __ (b)
Completed ___Years of Service from First Date of Service. __ (c) Attained age
___and completed ___ Years of Service from First Date of Service. __ (d)
Attained an age as elected by the Participant. __ (e) Not applicable -
distribution elections for Separation from Service are not based on Seniority
Date. 4.1 Participant Deferral Credits: Subject to the limitations in
Section 4.1 of the Plan, a Participant may elect to have his Compensation (as
selected in section 2.8 of this Adoption Agreement) deferred within the annual
limits below by the following percentage or amount as designated in writing to
the Committee: X (a) Base salary: - minimum deferral: ______% maximum deferral:
$_____ or 30% -- X (b) Service Bonus: - minimum deferral: ______% maximum
deferral: $_____ or 30% -- X (c) Performance-Based compensation - minimum
deferral: ______% maximum deferral: $_____ or 30% -- __ (d) Commissions: minimum
deferral: ______% maximum deferral: $_____ or _____% __ (e) Form 1099
Compensation: minimum deferral: ______% maximum deferral: $_____ or _____% __
(f) Other: minimum deferral: ______% maximum deferral: $_____ or _____% (g)
Participant deferrals not allowed. 4.2 Employer Credits: Employer Credits
will be made in the following manner: X (a) Employer Discretionary Credits: The
Employer may make discretionary - credits to the Deferred Compensation Account
of each Active Participant in an amount determined as follows: X (i) An amount
determined each Plan Year by the Employer - __ (ii) Other: X (b) Other Employer
Credits: The Employer may make other credits to the - Deferred Compensation
Account of each Active Participant in an amount determined as follows: X (i) An
amount determined each Plan Year by the Employer. - __ (ii) Other: ___________.
__ (c) Employer Credits not allowed. 5.2 Disability of a Participant: X (a)
Participants may elect upon initial enrollment to have accounts distributed -
upon becoming Disabled. __ (b) Participants may not elect to have accounts
distributed upon becoming Disabled. 5.3 Death of a Participant: If the
Participant dies while in Service, the Employer shall pay a benefit to the
Beneficiary in an amount equal to the vested balance in the Deferred
Compensation Account of the Participant determined as of the date payments to
the Beneficiary commence, plus: __ (a) An amount to be determined by the
Committee. __ (b) Other: _________. X (c) No additional benefits.
-
5.4 In-Service or Education Distributions: In-Service and Education
Accounts are permitted under the Plan: __ (a) In-Service Accounts are allowed
with respect to: __ Participant Deferral Credits only. __ Employer credits only.
__ Participant Deferral and Employer Credits. In-Service distributions may be
made in the following manner: __ Single lump sum payment. __ Annual Installments
over a term certain not to exceed ____years. Education Accounts are allowed with
respect to: Participant Deferral Credits only. __ Employer Credits only. __
Participant Deferral and Employer Credits. Education Accounts distributions may
be made in the following manner: __ Single lump sum payment. __ annual
installments over a term certain not to exceed _____ years. If applicable,
amounts not vested at the time payments due under this Section cease will be: __
Forfeited. __ Distributed at Separation from Service if vested at that time. X
No In-Service or Education Distributions permitted. - 5.5 Change in Control
Event: X (a) Participants may elect upon initial enrollment to have accounts
distributed - upon a Change in Control Event. __ (b) Participants may not elect
to have accounts distributed upon a Change in Control Event. 5.6 Unforeseeable
Emergency Event: X (a) Participants may apply to have accounts distributed upon
an Unforeseeable - Emergency event. __ (b) Participants may not apply to have
accounts distributed upon an Unforeseeable Emergency event.
6. Vesting: An Active Participant shall be fully vested in the Employer
Credits made to the Deferred
Compensation Account upon the first to occur of the following
events:
X (a) Normal Retirement Age.
-
X (b) Death. - X (c) Disability. - X (d) Change in Control Event. - __ (e)
Other: _________. X (f) Satisfaction of the vesting requirement as specified
below: - X Employer Discretionary Credits: X (i) Immediate 100% vesting. - __
(ii) 100% vesting after ___Years of Service. __ (iii) 100% vesting at age ___.
__ (iv) Number of Years Vested of Service Percentage Less than 1 __% 1 __% 2 __%
3 __% 4 __% 5 __% 6 __% 7 __% 8 __% 9 __% 10 or more __% For this purpose, Years
of Service of a Participant shall be calculated from the date designated below:
__ (1) First Day of Service. __ (2) Effective Date of Plan Participation. __ (3)
Each Crediting Date. Under This option (3), each Employer Credit shall vest
based on the Years of Service of a Participant from the Crediting Date on which
each Employer Discretionary Credit is made to his or her Deferred Compensation
Account. X Other Employer Credits: X (i) Immediate 100% vesting. - __ (ii) 100%
vesting after ___Years of Service. __ (iii) 100% vesting at age ___. __ (iv)
Number of Years Vested of Service Percentage Less than 1 __% 1 __% 2 __% 3 __% 4
__% 5 __% 6 __% 7 __% 8 __% 9 __% 10 or more __% For this purpose, Years of
Service of a Participant shall be calculated from date designated below: __ (1)
First Day of Service. __ (2) Effective Date of Plan Participation. __ (3) Each
Crediting Date. Under this option (3), each Employer Credit shall vest based on
the Years of Service of a Participant from the Crediting Date on which each
Employer Discretionary Credit is made to his or her Deferred Compensation
Account. 7.1 Payment Options: Any benefit payable under the Plan upon a
permitted Qualifying Distribution Event may be made to the Participant or his
Beneficiary (as applicable) in any of the following payment forms, as selected
by the Participant in the Participation Agreement: (a) Separation from Service
prior to Seniority Date, or Separation from Service if Seniority Date is Not
Applicable X (i) A lump sum. - X (ii) Annual installments over a term certain as
elected by the Participant - not to exceed 5 years. - __ (iii) Other: _________.
(b) Separation from Service on or After Seniority Date, If Applicable X (i) A
lump sum. - X (ii) Annual installments over a term certain as elected by the
Participant - not to exceed 5 years. - __ (iii) Other: _________. (c) Separation
from Service Upon a Change in Control Event X (i) A lump sum. - X (ii) Annual
installments over a term certain as elected by the Participant - not to exceed 5
years. - __ (iii) Other: __________. (d) Death X (i) A lump sum. - X (ii) Annual
installments over a term certain as elected by the Participant - not to exceed 5
years. - __ (iii) Other: __________. (e) Disability X (i) A lump sum. - X (ii)
Annual installments over a term certain as elected by the Participant - not to
exceed 5 years. - __ (iii) Other: __________. If applicable, amounts not vested
at the time payments due under this Section cease will be: __ Forfeited __
Distributed at Separation from Service if vested at that time (f) Change in
Control Event X (i) A lump sum. - X (ii) Annual installment over a term certain
as elected by the Participant - not to exceed 5 years. - __ (iii) Other:
__________. __ (iv) Not applicable. If applicable, amounts not vested at the
time payments due under this Section cease will be: __ Forfeited __ Distributed
at Separation from Service if vested at that time 7.4 De Minimis Amounts. __ (a)
Notwithstanding any payment election made by the Participant, the vested balance
in the Deferred Compensation Account of the Participant will be distributed in a
single lump sum payment at the time designated under the Plan if at the time of
a permitted Qualifying Distribution Event that is either a Separation from
Service, death, Disability (if applicable) or Change in Control Event (if
applicable) the vested balance does not exceed $ . In addition, the Employer may
distribute a Participant's vested balance at any time if the balance does not
exceed the limit in section 402(g)(1)(B) of the Code and results in the
termination of the Participant's entire interest in the Plan. X (b) There shall
be no pre-determined de minimis amount under the Plan; however, the Employer may
distribute a Participant's vested balance at any time if the balance does not
exceed the limit in Section 402(g)(1)(B) of the Code and results in the
termination of the Participant's entire interest in the Plan. 10.1 Contractual
Liability: Liability for payments under the Plan shall be the responsibility of
the: __ (a) Company. X (b) Employer or Participating Employer who employed the
Participant when - amounts were deferred. 14. Amendment and Termination of Plan:
Notwithstanding any provision in this Adoption Agreement or the Plan to the
contrary, Section _____ of the Plan shall be amended to read as provided in the
attached Exhibit ____. X There are no amendments to the Plan. - 7.9
Construction: The provisions of the Plan shall be construed and enforced
according to the laws of the State of South Carolina, except to the extent that
such laws are superseded by ERISA and the -------------- applicable provisions
of the Code.
IN WITNESS WHEREOF, this Agreement has been executed as of the
day and year stated below.
UCI Medical Affiliates of SC, Inc.
Name of Employer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Authorized Person
Date: 11/6/07
The Plan is adopted by the following Participating Employers:
Doctor's Care, P.A.
Name of Employer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Authorized Person
Date: 11/6/07
Name of Employer
By:
--------------------------------
Authorized Person
Date:
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