Exhibit 10.1


 


NUVEEN INVESTMENTS, LLC


EXCESS BENEFIT RETIREMENT PLAN


 


INTRODUCTION


 


This document is
an amendment, restatement and continuation of the Nuveen Investments, LLC
Excess Benefit Retirement Plan (the “Plan”) (formerly known as the John Nuveen &
Co. Incorporated Excess Benefit Retirement Plan), which is maintained by Nuveen
Investments, LLC (the “Company”) solely for the purpose of providing benefits
for certain employees in excess of the limitations on benefits provided under
the Nuveen Investments, LLC Employees’ Retirement Plan (formerly known as the
John Nuveen & Co. Employees’ Retirement Plan) imposed by Section 415
and Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended.  The Plan is intended to be an
unfunded plan maintained solely for the purpose of providing deferred
compensation for a select group of management or highly compensated employees for purposes of
Title I of ERISA.  This amendment and restatement is generally effective January 1,
2009.  Effective December 31, 2008,
participation in the Plan is frozen.  On
and after that date, no additional employees may become eligible to participate
in the Plan.


 


ARTICLE I -
DEFINITIONS


 


1.01                           “Benefit Limitation” means the limitation
on annual benefits contained in Section 415 of the Code and set out in Section 4.8
of the Retirement Plan.


 


1.02                           “Code” means the Internal Revenue Code of
1986, as amended from time to time.


 


1.03                           “Compensation Limitation” means the
limitation on includible compensation contained in Section 401(a)(17) of
the Code and set out in Section 2.9 of the Retirement Plan.


 


1.04                           “Maximum Benefit” means the retirement
benefit to which a Participant is entitled under the terms of the Retirement
Plan.


 


1.05                           “Participant” means any individual who
was a participant in the Plan on December 31, 2008 and who has not
received a full distribution of his Plan benefits.  Employees who are not Participants in the
Plan on December 31, 2008 will not be eligible to become Participants
thereafter.


 


1.06                           “Retirement Plan” means Nuveen
Investments, LLC Employees’ Retirement Plan, as amended from time to time.  Any capitalized term used in this document
with reference to the Retirement Plan, and not defined in this document, shall
have the same meaning as it does in the Retirement Plan.


 


1.07                           “Separation from Service” means the date
of a Participant’s “separation from service” within the meaning of Code Section 409A
(including, without limitation, the Participant’s death, retirement, or other
termination of employment with the Company), and any 


 

















 


references to termination of employment in this Plan
shall be deemed to refer to a Separation from Service.  In accordance with Treasury Regulation
§1.409A-1(h)(1)(ii) (or any similar or successor provisions), a Separation
from Service shall be deemed to occur if the Company and the Participant
reasonably anticipate that the level of bona fide services the Participant will
perform after a certain date (whether as an employee or as an independent
contractor) will permanently decrease to less than fifty percent (50%) of the
average level of bona fide services provided by the Participant in the
immediately preceding thirty-six (36) months.


 


1.08                           “Unrestricted Benefit” means the
retirement benefit to which a Participant would be entitled under the terms of
the Retirement Plan, but without application of the Benefit Limitation or
Compensation Limitation.  Notwithstanding
anything in the Plan to the contrary, a Participant’s Unrestricted Benefit
shall not take into account any of his or her compensation earned after December 31,
2008 that is more than $200,000 above the Compensation Limitation; provided
that the Participant’s benefit under the Plan, calculated in accordance with Article II
below, shall not be less at the time of distribution  than
it was as of December 31, 2008. 
Moreover, for clarification, a Participant’s Unrestricted Benefit will
take into account the freeze of the Retirement Plan that is scheduled to occur
as of March 31, 2014.


 


ARTICLE II - BENEFITS


 


2.01                           Normal Retirement Benefit — Upon the Normal Retirement of a
Participant, as provided under the terms of the Retirement Plan, the
Participant shall be entitled to a benefit under this Plan actuarially equal in
amount to his Unrestricted Benefit, determined in accordance with Section 4.1
of the Retirement Plan, reduced by his Maximum Benefit.


 


2.02                           Early Retirement Benefit — Upon the Early Retirement of a
Participant, as provided under the terms of the Retirement Plan, the
Participant shall be entitled to a benefit under this Plan actuarially equal in
amount to his Unrestricted Benefit, determined in accordance with Section 4.2
of the Retirement Plan, reduced by his Maximum Benefit.


 


2.03                           Postponed Retirement Benefit — Upon the Postponed Retirement of a
Participant, as provided under the terms of the Retirement Plan, the
Participant shall be entitled to a benefit under this Plan actuarially equal in
amount to his Unrestricted Benefit, determined in accordance with Section 4.3
of the Retirement Plan, reduced by his Maximum Benefit.


 


2.04                           Disability Retirement Benefit — Upon the Disability Retirement of a
Participant, as provided under the terms of the Retirement Plan, the
Participant shall be entitled to a benefit under this Plan actuarially equal in
amount to his Unrestricted Benefit, determined in accordance with Section 4.4
of the Retirement Plan, reduced by his Maximum Benefit.


 


2.05                           Deferred Vested Retirement Benefit — Upon the Deferred Vested Retirement of
a Participant, as provided under the terms of the Retirement Plan, the Participant
shall be entitled to a benefit under this Plan actuarially equal in amount to
his Unrestricted Benefit, determined in accordance with Section 4.5 of the
Retirement Plan, reduced by his Maximum Benefit.


 


2.06                           Full Career Retirement Benefit — Upon the Full Career Retirement of a
Participant, as provided under the terms of the Retirement Plan, the
Participant shall be entitled 


 


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to a benefit under this Plan actuarially equal in
amount to his Unrestricted Benefit, determined in accordance with Section 4.6
of the Retirement Plan, reduced by his Maximum Benefit.


 


2.07                           Spouse’s Benefit — Subject to Section 2.08 below,
upon the death of a Participant whose surviving spouse is eligible for a
Surviving Spouse Benefit under Section 4.7 or Article V of the
Retirement Plan, the Participant’s surviving spouse shall be entitled to a
benefit equal to the Surviving Spouse Benefit, determined in accordance with
the applicable provision of the Retirement Plan without regard to the Benefit
Limitation or the Compensation Limitation, reduced by the corresponding  actuarially-equivalent Surviving Spouse
Benefit.


 


2.08                           Form of Benefit Payment. 
A retirement benefit payable under this Article II shall be paid in
a lump sum within 90 days of Separation from Service.  Individuals who have experienced a Separation
from Service on or before December 31, 2008 but have not received a total
distribution of their Plan benefits as of that date shall receive the actuarial
equivalent of such benefits in a lump sum in the first quarter of 2009.  Notwithstanding anything in this Section 2.08
to the contrary, any individual who is subject to the First Amendment to the
Plan shall receive his or her benefit under the Plan in the form set forth in
such amendment.


 


ARTICLE III —
ADMINISTRATION OF THE PLAN


 


3.01                           Administrator — The Plan shall be administered by the
Company, which shall have the full authority to interpret the Plan and create
such procedures for the Plan’s administration as it deems appropriate.  The Company shall have the duty and
responsibility of maintaining records, making the requisite calculations, and
disbursing the payments hereunder.  The
Company’s interpretations, determinations, regulations and calculations shall
be final and binding on all persons and parties concerned.


 


3.02                           Amendment and Termination — The Company may amend or terminate the
Plan at any time; provided, however, that no such amendment or termination
shall adversely affect a benefit to which a Participant has become entitled
under Article II prior to the date of such amendment or termination
unless, in connection with such an amendment or termination of this Plan, the
Participant becomes entitled to an amount equal to or greater than such benefit
under another plan or practice adopted by the Company.  Notwithstanding the previous sentence, the
Company may, in its sole discretion, amend the Plan from time to time in such
manner as it deems appropriate or desirable for purposes of enabling the Plan
to be and remain in compliance with Code Section 409A.


 


3.03                           Payments — The Company will pay all benefits arising under
this Plan.  All costs, charges and
expenses relating to such benefits will be borne by the Company.


 


3.04                           Non-assignability of Benefits — Neither the benefits payable hereunder
nor the right to receive future benefits under the Plan may be anticipated,
alienated, sold, transferred, assigned, pledged, encumbered, or subjected to
any charge or legal process, and if any attempt is made to do so, or a person
eligible for any benefits becomes bankrupt, the interest under the Plan of the
person affected may be terminated by the Company which, in its sole discretion,
may cause the same to be held or applied for the benefit of one or more of the
dependents of such person or make any other disposition of such benefits that
it deems appropriate.


 


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3.05                           Claims Procedure — If any person (an “applicant”) claims
payments under the Plan in addition to those provided to him, and the claim is
wholly or partially denied, the following procedures will apply.  An applicant must make a claim for benefits
within two years of the date that benefits are paid to him.


 


(a)                                  The Company will give the applicant
written notice of the denial.  This
notice will made no later than 90 days after receipt of the claim by the Plan, unless the
plan administrator determines that special circumstances require an extension
of time for processing the claim. If the plan administrator determines that an
extension of time for processing is required, written notice of the extension
shall be furnished to the claimant prior to the termination of the initial
90-day period.  In no event shall such
extension exceed a period of 90 days from the end of such initial period. The
extension notice shall indicate the special circumstances requiring an
extension of time and the date by which the Plan expects to render the benefit
determination.  The notice shall be written in a manner calculated to be
understood by the average Participant and will include the specific reasons for
the denial and specific references to any facts or any provisions of the Plan
or the Retirement Plan on which the denial is based.  If the claim was denied because specific
material or information was not provided to the Company, the notice will
include a description of the additional material or information which the
applicant must provide in connection with the claim, along with an explanation
of why such material or information is necessary.  The notice will also provide an explanation
of the Plan’s claims appeal procedure, as set out in paragraph (b) below.


 


(b)                                 An applicant who wishes to use the Plan’s
claim appeal procedure must, within 60 days of receiving the Company’s notice
of denial, notify the Company that he wishes to appeal the claim denial.  The applicant may review all relevant
documents relating to his claim, including plan documents, and submit issues
and comments in writing.


 


The Company will review
the record of the appeal and prepare its decision.  The Company will give the applicant notice of
the decision within 60 days after receipt of the applicant’s notice of appeal,
unless special circumstances require an extension of time for processing, but
notice will in any event be given within 120 days after receipt of the
applicant’s notice of appeal.  This
notice of the decision on the appeal will be written in a manner calculated to
be understood by the applicant and will include the specific reasons for the
denial and specific references to any facts or any provisions of the applicable
plan documents on which the denial on appeal is based.


 


The Company may adopt
additional rules for implementing this Section, so long as they are
consistent with Department of Labor Regulations §2560.503.1 and, in the absence
of an applicable rule adopted by it, may rely on the provisions of that
regulation in interpreting and administering the Plan.


 


3.06                           Status of Plan — Nothing contained herein shall be
construed as providing for assets to be held in trust or escrow or any other
form of asset segregation for the Participant or for any other person or
persons to whom benefits are to be paid pursuant to the terms of the Plan, the
Participant’s only interest hereunder being the right to receive the benefits
set forth herein.  To the extent the
Participant or any other person acquires a right to receive benefits under the
Plan, such right shall be no greater than the right of any unsecured general
creditor of the 


 


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Company. 
Notwithstanding the foregoing, the Company may transfer amounts to a
trust sufficient to satisfy the obligations of the Company to Participants as
determined in good faith and pursuant to standard actuarial principles.


 


3.07                           No Contract of Employment — The fact that a person is a
Participant will not constitute or be evidence of a contract of employment or
give him any right to continued employment with the Company.


 


3.08                           Code Section 409A. 
The Plan is intended to comply with Code Section 409A.  The Plan shall be construed, interpreted, and
administered with such intent and, in the event of any inconsistency between
any provision of the Plan and Code Section 409A, the provisions of Code Section 409A
shall control.  Any provision in the Plan
that is determined to violate the requirements of Code Section 409A  shall be void and without effect.  Any provision that is required by Code Section 409A
to appear in the Plan that is not expressly set forth herein shall be deemed to
be set forth herein, and the Plan shall be administered in all respects as if
such provision was expressly set forth herein.


 


Notwithstanding any other
provision in the Plan to the contrary, the Company makes no representations
that benefits under the Plan shall be exempt from or comply with Code Section 409A
and makes no undertaking to preclude Code Section 409A from applying to
the benefits under the Plan.  It is
intended that Plan amounts shall not be treated as taxable income to the
Participant until the Participant actually receives any such amount; however,
nothing contained herein shall be construed as a promise, guarantee, or other
representation by the Company of such tax effect nor, without limitation, shall
the Company be liable for any taxes, penalties, or other amounts incurred by a
Participant in the event it is determined by applicable tax authorities that
such intent was not accomplished.


 


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