EX-10.15 6 ex-10_15.txt EXHIBIT 10.15 EXHIBIT 10.15 NEUBERGER BERMAN INC. WEALTH ACCUMULATION PLAN PREAMBLE This Neuberger Berman Inc. Wealth Accumulation Plan (the "Plan") is designed to provide a means through which Neuberger Berman Inc. and its subsidiaries, as applicable (the "Company"), may attract able persons to enter into and remain in the employ of the Company and to provide a means whereby employees of the Company can acquire and maintain ownership of the Company's common stock, thereby strengthening their commitment to the welfare of the Company and promoting an identity of interest between Company stockholders and these employees. The Company will pay annual bonuses and monthly commissions to certain of its employees. Although the amount of such bonuses and commissions will not be determinable until the amounts are actually earned, the purpose of this Plan is to enable personnel who may be eligible to receive such bonuses and commissions in the future to elect to defer receipt thereof and use such amounts to purchase common stock of the Company on a discounted basis. The Plan is intended to be "broadly-based" within the meaning of Section 312.04(g) and (h) of the NYSE Listed Company Wealth Accumulation Plan Manual and therefore participation by officers of the Company may be limited, 1. DEFINITIONS 1.1. "BOARD" means the Board of Directors of the Company. 1.2. "BONUS" shall mean the annual discretionary bonus that may be earned by an Eligible Employee. 1.3. "BONUS PARTICIPANT" shall mean an Eligible Bonus Employee who becomes a Participant. 1.4. "BONUS PAYMENT DATE" for any Fiscal Year shall mean the date that a Bonus earned with respect to such Fiscal Year is due to be paid. 1.5. "CAUSE" shall mean (i) a Participant's having been convicted of, or entered a plea of NOLO CONTENDERE to, a crime that constitutes a felony or a misdemeanor involving fraud, false statements or misleading omissions, perjury, embezzlement, bribery, forgery or counterfeiting or other similar crime (or an equivalent charge in jurisdictions that do not use such designations), (ii) the willful failure by a Participant (other than due to physical or mental illness) to perform substantially his duties as an employee of the Company after reasonable notice to the Participant of such failure, (iii) a Participant's violation of any securities or commodities laws, any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or -2- Wealth Accumulation Plan association of which the Company or its affiliates is a member, (iv) a Participant's violation of any Company policy concerning hedging or confidential or proprietary information, or material violation of any other Company policy as in effect from time to time, (v) a Participant's engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects upon the name, reputation or business interests of the Company, (vi) a Participant's engaging in any conduct that is injurious to the Company, or (vii) the breach by a Participant of any written covenant or agreement with the Company not to disclose any information pertaining to the Company or not to compete or interfere with the Company. The determination of whether any conduct, action or failure to act on the part of any Participant constitutes "Cause" shall be made by the Committee in its sole discretion. 1.6. "CHANGE IN CONTROL" means the occurrence of any of the following events: (i) the members of the Board at the beginning of any consecutive twenty-four calendar month period (the "INCUMBENT DIRECTORS") cease, for any reason other than due to death, to constitute at least a majority of the members of the Board, provided that any director whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the members of the Board then still in office who were members of the Board at the beginning of such twenty-four calendar month period other than as a result of -3- Wealth Accumulation Plan a proxy contest, or any agreement arising out of an actual or threatened proxy contest, shall be treated as an Incumbent Director, (ii) any "person," including a "group" (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Act")), but excluding the Company, any subsidiary thereof or any employee benefit plan of the Company or any subsidiary thereof becomes the "beneficial owner" (as defined in Rule 13(d)3 under the Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities, (iii) the stockholders of the Company shall approve a definitive agreement (a) for the merger or other business combination of the Company with or into another corporation, a majority of the directors of which were not directors of the Company immediately prior to the merger and in which the stockholders of the Company immediately prior to the effective date of such merger own a percentage of the voting power in such corporation that is less than one-half of the percentage of the voting power they owned in the Company immediately prior to such transaction or (b) for the sale or other disposition of all or substantially all of the assets of the Company to any other entity; PROVIDED, in each case, that such transaction shall have been consummated, or (iv) the purchase of Common Stock pursuant to any tender or exchange offer made by any "person," including a "group" (as such terms are used -4- Wealth Accumulation Plan in Sections 13(d) and 14(d)(2) of the Act), other than the Company, any subsidiary thereof, or an employee benefit plan of the Company or any subsidiary thereof, for 50% or more of the Common Stock of the Company. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to occur in the event the Company files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code. 1.7. "CODE" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. 1.8. "COMMISSION" shall mean the compensation paid to an Eligible Employee based on commissions earned, including other direct pay. 1.9. "COMMISSION ELECTION DATE" for any Commission Year shall mean the last business day in November of the prior Commission Year; PROVIDED, HOWEVER, that; the first Commission Election Date shall be September 25, 2000 and shall apply only with respect to Commissions that have not yet then been earned; and FURTHER PROVIDED, HOWEVER, that with respect to any Eligible Commission Employee who first becomes employed on or following December 1 of any Commission Year, the Commission Election Date shall be the earlier of the date that is 90 days following the date that such individual first becomes employed or the date immediately prior to the last business day of the Commission Year, but only with respect to Commissions that have not yet been -5- Wealth Accumulation Plan earned (provided that such individual may not make an election during any blackout period imposed by the Company with respect to the purchase of Common Stock). 1.10. "COMMISSION PARTICIPANT" means an Eligible Commission Employee who becomes a Participant. 1.11. "COMMISSION PAYMENT DATE" for any Commission Quarter shall mean the date that Commissions earned during the last month of such Commission Quarter are due to be paid. 1.12. "COMMISSION QUARTER" shall mean any one of the three calendar month periods commencing on March 1, June 1, September 1 and December 1 of any Fiscal Year. 1.13. "COMMISSION YEAR" shall mean the twelve (12) month period commencing on each December 1 and ending on each November 30. 1.14. "COMMITTEE" shall mean the Compensation Committee of the Board, or such other committee as may be appointed by the Board, each member of which shall be a "non-employee director" within the meaning of Rule 16b-3 (promulgated under the Securities Exchange Act of 1934, as amended), which shall be the administrative committee for the Plan; PROVIDED, HOWEVER, that the Neuberger Berman Administration Committee under the Neuberger Berman Profit Sharing and Pension Plans shall make hardship distribution decisions pursuant to Section 5. 1.15. "COMMON STOCK" shall mean the Company's common stock, par value $0.01 per share. -6- Wealth Accumulation Plan 1.16. "COMPENSATION" means a Participant's annual salary, Bonus and Commission, as applicable. 1.17. "DISABILITY" shall mean disability as defined in the Company's long-term disability policy. 1.18. "ELIGIBLE BONUS EMPLOYEE" shall mean an Eligible Employee who is primarily compensated on a salary and Bonus basis. 1.19. "ELIGIBLE COMMISSION EMPLOYEE" shall mean an Eligible Employee who is primarily compensated on a Commission basis. 1.20. "ELIGIBLE EMPLOYEE" shall mean any individual employed by the Company for at least 20 hours per week and any individual employed by the Company for less than 20 hours per week whose Compensation exceeds $100,000 per year; PROVIDED, HOWEVER, that the participation of officers and directors of the Company shall be limited to the extent necessary for the Plan to qualify as a "broadly-based" plan for purposes of Section 312.04(g) and (h) of the NYSE Listed Company Manual. 1.21. "FAIR MARKET VALUE" of the Common Stock for purposes of calculating the purchase price (i) for any deferred Bonus shall mean the average closing price of the Common Stock on the New York Stock Exchange over the ten (10) trading days immediately preceding the respective Bonus Payment Date and (ii) for any deferred Commission shall mean the average of the high -7- Wealth Accumulation Plan and low sale price of the Common Stock on the trading date immediately preceding the respective Commission Payment Date. 1.22. "FINANCIAL HARDSHIP" shall mean a "Financial Hardship" as defined in the Neuberger Berman Profit Sharing and Pension Plans. 1.23. "FISCAL YEAR" shall mean the fiscal year of the Company. 1.24. "GOOD REASON" with respect to any Participant shall mean (i) a diminution in such Participant's salary or material diminution in such Participant's level of benefits, (ii) a material diminution in the Participant's responsibilities or authority or (iv) a requirement by the Company that the Participant relocate outside of a 50 mile radius of a Participant's place of employment immediately prior to a Change in Control. 1.25. "PARTICIPANT" for any Fiscal Year shall mean each Eligible Employee who has elected to defer payment of a portion of such individual's Bonus or Commission to be used to purchase Restricted Stock pursuant to Section 3 herein. 1.26. "PURCHASE DATE" shall mean the date that the Restricted Stock with respect to any deferred Bonus or Commission is purchased as set forth in Section 3.2 herein. 1.27. "RESTRICTED STOCK" means the Common Stock subject to forfeiture and transfer restrictions until vested as set forth in Section 4 herein. -8- Wealth Accumulation Plan 1.28. "RETIREMENT DATE" for any Participant shall mean the date on or following the date that such Participant reaches age 55 with 15 "years of service" with the Company, as defined in the Neuberger Berman Profit Sharing and Pension Plans. 1.29. "TERMINATING EVENT" shall mean an event described in Section 7 hereof. 2. VOLUNTARY DEFERRAL 2.1. On or before September 30 of any Fiscal Year, an Eligible Bonus Employee may elect to defer the receipt of up to 100% of such Eligible Employee's Bonus for such Fiscal Year (not to exceed the lesser of (i) 20% of such individual's Compensation for such Fiscal Year or (ii) $500,000) to be used to purchase Restricted Stock pursuant to Section 3 herein; provided, however, that, with respect to an individual who first becomes an Eligible Employee following September 30 in any Fiscal Year with respect to which such individual may earn a Bonus, the election date for such Fiscal Year shall be the earlier of the date which is thirty days after the date such individual becomes an Eligible Employee or the date immediately prior to the date that such Bonus is earned for such Fiscal Year. 2.2. On or before the Commission Election Date for any Commission Year, an Eligible Commission Employee may elect to defer the receipt of up to 20% (not to exceed $500,000 per year) of such Eligible Employee's Commission to be earned during such -9- Wealth Accumulation Plan Commission Year to be used to purchase Restricted Stock pursuant to Section 3 herein. 2.3. Each notice of election made pursuant to subsection 2.1 or 2.2 hereof with respect to Bonus or Commission for any Fiscal Year or Commission Year, respectively, shall be irrevocable and, with respect to the portion of such Bonus or Commission which a Participant elects to defer, the Participant shall have no right to distribution thereof otherwise than as set forth in Sections 5 and 7 herein on account of a Financial Hardship or a Terminating Event, respectively; PROVIDED, HOWEVER, that a Commission Participant may elect to withdraw all Commission amounts deferred with respect to any Commission Quarter by filing a withdrawal notice with the Committee prior to the Commission Payment Date with respect to such Commission Quarter. In the event that a Commission Participant elects to withdraw all deferred amounts during any Commission Quarter as specified above, all amounts previously deferred for such Commission Quarter an not yet used to purchase Restricted Stock shall be returned to such Participant and the Participant shall cease to participate in the Plan unless and until such Participant makes a new deferral election for a subsequent Commission Year within the appropriate time period. 2.4. An election to defer receipt of part of a Participant's Bonus or Commission for any Fiscal Year or Commission Year, respectively, shall remain in effect for -10- Wealth Accumulation Plan subsequent Fiscal Years and Commission Years unless and until the Participant elects to change such deferral election by filing a substitute notice of election with the Company prior to the respective election dates after which such change is to be effective or, with respect to a Commission Participant, such Participant withdraws deferred amounts pursuant to Section 2.3 above; PROVIDED, HOWEVER, that the Committee may, in its sole discretion, determine to disqualify any individual from participating in the Plan for any Fiscal Year or Commission Quarter, respectively, in which case any election made by such individual shall expire. 2.5. Notwithstanding anything herein to the contrary, during the shorter of (i) the three-year period commencing on the date the Plan is adopted by the Company, or (ii) the term of the Plan, at least a majority of the shares of Common Stock purchased under the Plan shall be purchased by employees who are not officers or directors of the Company. For this purpose, the term "officer" shall mean a person who is an officer of the Company for purposes of Section 312.04(h) of the NYSE Listed Company Manual. The Committee shall ensure that the participation requirements set forth in this Section 2.5 are complied with by limiting the amount of Common Stock purchased by officers and directors. To that end, the Committee shall have the authority to limit participation in the Plan by officers and directors, cut back on the number of shares purchased by all officers and -11- Wealth Accumulation Plan directors or any one officer or director or take such other action to the extent that it deems appropriate, in its sole discretion, to comply with Sections 312.04(g) and (h) of the NYSE Listed Company Manual and any successor provisions or interpretations thereof. 3. PURCHASE OF RESTRICTED STOCK 3.1. Any portion of a Bonus or Commission that is voluntarily deferred pursuant to Section 2 herein, unless earlier forfeited, distributed on account of a Terminating Event or a Financial Hardship or withdrawn shall be used to purchase whole shares of Restricted Stock. Any amount of deferred Bonus or Commission remaining after the purchase of whole shares shall be retained and used to purchase Restricted Stock with respect to the next Fiscal Year or Commission Year, respectively. 3.2. As soon as practicable following the respective Bonus Payment Date or Commission Payment Date for a Participant (each a "Purchase Date"), the amount of such Bonus or Commission deferred pursuant to Section 2 herein for such Fiscal Year or Commission Quarter shall be used to purchase from the Company a number of shares of Restricted Stock. The number of shares of Restricted Stock purchased for any Participant shall be equal to the amount of Bonus or Commission deferred for such period divided by 75% of the respective Fair Market Value of one share of Common Stock on the respective Bonus Payment Date or Commission Payment Date, as applicable. Immediately prior to -12- Wealth Accumulation Plan each Purchase Date, the Committee shall review and formally approve or disapprove of the purchases of Restricted Stock with respect to each Participant who is also an officer or director of the Company. The purpose of such Committee approval is (i) to comply with Rule 16b-3(d)(1) of the Exchange Act, as amended and (ii) Section 312.04(g) and (h) of the NYSE Listed Company Manual. To the degree that any purchase on behalf of a Participant is not approved, the amounts deferred by such Participant not used to purchase Restricted Stock shall be returned to the Participant. 3.3. On each Purchase Date, the Company shall cause the number of shares of Restricted Stock purchased for each Participant to be recorded on the Company's books until such time as the stock is forfeited or the restrictions thereupon lapse. The Company shall hold the shares of Restricted Stock until such shares are forfeited or become fully vested. The Company shall notify each Participant as soon as practicable following each Purchase Date of the number of shares of Restricted Stock purchased with respect to each such Participant's deferred amounts. 4. TERMS AND CONDITIONS OF RESTRICTED STOCK 4.1. Shares of Restricted Stock shall not be transferable and shall be subject to the forfeiture provisions set forth below until such shares become vested. Unless earlier forfeited, as set forth below, each share of Restricted Stock shall vest and the transfer restrictions and forfeiture -13- Wealth Accumulation Plan provisions shall lapse on the date that is the third anniversary of its respective Bonus Payment Date or Commission Payment Date. Notwithstanding the vesting provisions set forth above, the shares of Restricted Stock held for any Participant shall fully vest and the transfer restrictions and forfeiture provisions shall lapse upon (i) the death of such Participant, (ii) the Disability of a Participant (iii) the Retirement Date of a Participant (provided such Participant enters into a noncompetition agreement in a form acceptable to the Company), (iv) a declaration by the Board of Directors of the Company that the Company has undergone a change in control (regardless of whether a Change in Control has actually occurred) or (v) during the one year period following a Change in Control, either the termination of such Participant's employment by the Company without Cause or by the Participant for Good Reason. As soon as is practicable following the vesting of any of a Participant's shares of Restricted Stock, the Company shall cause the stock representing the vested shares of Restricted Stock to be deposited into a brokerage account maintained for such Participant. 4.2. Upon a Participant's voluntary resignation from employment with the Company or the termination of a Participant's employment with the Company by the Company for Cause, all unvested shares of Restricted Stock held for such Participant and any deferred Bonus or Commission amount held by the Company for -14- Wealth Accumulation Plan such Participant pending purchase of Restricted Stock shall be immediately forfeited to the Company and the Participant shall have no further rights thereto. Upon the termination of a Participant's employment with the Company by the Company without Cause, all unvested shares of Restricted Stock held by such Participant shall be immediately forfeited to the Company and the Participant shall have no further rights thereto and the Company shall distribute to such Participant a number of unrestricted shares of Common Stock equal to (i) the amount of Bonus or Commission previously deferred for each Commission Quarter and Fiscal Year, as applicable, with respect to such forfeited shares of Restricted Stock (ii) divided by the Fair Market Value of the Common Stock on the respective previous Bonus Payment Dates and Commission Payment Dates, as applicable. The intent of the immediately preceding sentence is to put such Participant in the same economic position as if the deferred Bonus or Commission amounts attributable to the forfeited Restricted Stock were used to purchase shares of Common Stock on the respective prior Bonus Payment Dates or Commission Payment Dates at the then current Fair Market Value without the application of any discount. 4.3. All shares of Restricted Stock or Common Stock held by the Company or in a Participant's brokerage account, as applicable, on behalf of a Participant shall be voted by such Participant. Dividends accruing on such shares shall be paid to -15- Wealth Accumulation Plan such participant in the normal course as if such Participant held the shares. 5. FINANCIAL HARDSHIP 5.1. Notwithstanding anything herein to the contrary, a Participant may apply to the Neuberger Berman Administrative Committee under the Neuberger Berman Profit Sharing and Pension Plans for a distribution with respect to such Participant's deferred Bonus or Commission amounts held by the Company pending the purchase of Restricted Stock, on account of a Financial Hardship. Within a reasonable time of such application, the Neuberger Berman Administrative Committee shall make a determination as to the extent to which such Participant has satisfied the Financial Hardship criteria. Upon the approval of such Financial Hardship application by the Neuberger Berman Administrative Committee, the Company shall distribute to such Participant within 5 business days following such approval only the amount necessary to satisfy such Financial Hardship; provided, however, that in no event may such amount exceed the balance of the deferred amounts held for such Participant. Distributions made on account of a Financial Hardship shall reduce the amounts credited to a Participant's deferral account. 6. ESTABLISHMENT OF ACCOUNTS 6.1. The Company shall establish, for bookkeeping purposes only, a separate deferral account for each Participant. A Participant's deferred Bonus and or deferred Commissions shall -16- Wealth Accumulation Plan each be credited to the appropriate deferral account on the applicable payment dates for such Bonuses and Commissions. 7. TERMINATION 7.1. Cash amounts credited to all Participant's deferral accounts established by the Company pending purchase of shares of Restricted Stock will be distributed to the respective Participants immediately upon the date of the occurrence of a Terminating Event, as described in subsection 7.2 hereof. Amounts credited to any particular Participant's deferral account will be distributed to the respective Participant as soon as practicable after a Terminating Event, as described in Section 7.3 hereof. 7.2. The following events shall constitute Terminating Events with respect to all deferral accounts: (a) the date of final determination by any court of competent jurisdiction or the U.S. Department of Labor that the Plan is subject to Parts 2 through 4 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended; or (b) the dissolution or liquidation of the Company. 7.3. The following events shall constitute Terminating Events with respect to any particular deferral account maintained in the name of a Participant: (a) the death or Disability of the Participant; -17- Wealth Accumulation Plan (b) the termination of the Participant's employment by the Company without Cause; (c) following a Change in Control, the termination of a Participant's employment by the Participant for Good Reason; or (d) presentation by any Participant to the Company of satisfactory evidence of a change in the applicable tax law or the interpretation thereof, or a final determination by the Internal Revenue Service or any other applicable taxing authority which, in the opinion of the Company, would cause such Participant to be currently subject to income tax or subject to income tax in any prior year with respect to his or her deferral account. 8. NO TITLE TO DEFERRED AMOUNTS 8.1. No Participant shall have any property interest whatsoever in any deferred Bonus or Commission. Nothing contained herein and no action taken pursuant to the provisions of this Plan shall create or be construed to create a trust of any kind, or a fiduciary relationship between any Participant and the Company. Any amounts which may be deferred as described herein shall continue for all purposes until the purchase of Restricted Stock to be a part of the general assets of the Company and subject to the claims of its general creditors, and no person other than the Company shall have, by virtue of the provisions of this Plan, any interest in such amounts. -18- Wealth Accumulation Plan 9. PROHIBITION OF TRANSFER AND ASSIGNMENT 9.1. The right of a Participant or any other person to the payment of any Bonus or Commission deferred under this Plan shall not be assigned, transferred, pledged or encumbered except by will or by the laws of descent and distribution, and any attempted assignment or transfer shall be null and void. 10. AUTHORITY TO CONSTRUE PLAN 10.1. The Committee shall have full power and authority to interpret, construe and administer the Plan, and the Committee's interpretations and construction thereof, and actions thereunder, shall be binding and conclusive on all persons for all purposes. Neither the Company nor any officer or employee thereof shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to its or his own willful misconduct or lack of good faith. 11. GENERAL PROVISIONS 11.1. This Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns and any Participant, his heirs, executors, administrators and legal representatives. 11.2. This Plan is entered into with the intention that compensation deferred pursuant to its terms will not be treated as income to any Participant under the Internal Revenue Code of 1986, as amended, until and to the extent that such Participant -19- Wealth Accumulation Plan actually receives payment of any deferred amounts or the Restricted Stock with respect thereto vests; PROVIDED, HOWEVER, that nothing herein shall create any right on the part of a Participant to have any amount of Bonus or Commission deferred unless and until a deferral election pursuant to subsections 2.2 and 2.3 herein is approved by the Company. 11.3. This Plan does not create an employment relationship between the Company and any Participant, and does not create in any Participant any right or obligation to continue to provide services to the Company for any length of time, and does not create in or on the part of any Participant or the Company any rights except those set forth herein. 11.4. The Company may terminate or amend this Plan in whole or in part at any time by action of its Board of Directors. 11.5. Illegality of any provision hereunder shall not affect enforceability of any other provision hereunder. 11.6. This Plan shall be construed in accordance with and governed by the laws of the State of New York without reference to the conflict of laws provisions thereof. 11.7. Any controversy, claim or dispute relating to the amount due any Participant hereunder, or the terms of the payment thereof, shall be finally resolved by arbitration in New York City in accordance with the rules of the American Arbitration Association then in effect relating to commercial arbitration. -20- Wealth Accumulation Plan IN WITNESS WHEREOF, this Plan has been adopted as of the ___ day of July, 2000. NEUBERGER BERMAN INC. By: /s/ Jeffrey B. Lane ----------------------------- Name: Jeffrey B. Lane Title: President and Chief Executive Officer -21-