Exhibit 10.28


 


 


AMERIPRISE FINANCIAL ANNUAL INCENTIVE AWARD PLAN


 


(Adopted effective as of September 30,
2005)


 


ARTICLE I


 


PURPOSE


 


The
purpose of this Ameriprise Financial Annual Incentive Award Plan (the “Plan”)
is to provide added incentive for those officers and key executives of
Ameriprise Financial, Inc. (the “Company”) and its subsidiaries and
affiliated companies who are in a position to make substantial contributions to
the earnings and growth of these companies and to reward them collectively and individually
for performance which contributes significantly toward such earnings and growth.
The companies participating in this Plan include the Company and such
subsidiaries and affiliated companies of the Company listed on Schedule A
attached hereto, as such Schedule A may be amended by the Committee,
in its sole discretion, from time to time (the “Participating Companies”).


 


ARTICLE II


 


ADMINISTRATION OF THE
PLAN


 


This
plan shall be administered by the Compensation and Benefits Committee of the
Board of Directors of the Company (the “Committee”) as constituted from time to
time, unless and until the Board of Directors of the Company provides
otherwise.


 


The
Committee shall be responsible for the general administration of the Plan. It
shall also be responsible for the interpretation of the Plan and the
determination of all questions arising hereunder. It shall have power to
establish, interpret, enforce, amend and revoke from time to time such rules and
regulations for the administration of the Plan and the conduct of its business
as it deems appropriate. The Committee shall also have the power to delegate
any of its authority under the Plan as allowed by law. Any action taken by the
Committee within the scope of its authority shall be final and binding upon the
Participating Companies, upon each and every person who participates in the
Plan and any successors in interest of such persons, and any and all other
persons claiming under or through any such person.


 


ARTICLE III


 


ANNUAL PERFORMANCE GOALS
AND AWARD GUIDELINES


 


(a)                                  As
soon as practicable at the beginning of each calendar year, the Committee shall
determine the individual, division/group, Company, other Participating Company
and/or other appropriate performance goals, and award guidelines for such year.
In fixing such goals and guidelines, the Committee shall receive and consider
the 


 

















 


recommendations of
the chief executive officer of the Company who, in turn, shall have received
and considered the respective recommendations of other appropriate officers and
executives of the Company and any of the other Participating Companies.


 


(b)                                 If
the Committee finds, during the course of and with respect to any year, that
any of the performance goals and/or award guidelines determined as herein above
provided would not be justified for such year in the circumstances, it may in
its sole discretion fix such performance goals and/or award guidelines for such
year at such different levels as it deems appropriate.


 


ARTICLE IV


 


PARTICIPATION IN THE PLAN


 


(a)                                  Those
eligible to participate for any calendar year shall include such key executives
of the Participating Companies as shall be designated by the Committee. In
designating such persons the Committee shall receive and consider the
recommendations of the chief executive officer of the Company who, in turn,
shall have received and considered the respective recommendations of other
appropriate officers and executives of the Company and any of the other
Participating Companies. However, the Committee shall have full authority to
act in the matter and its determination shall be in all respects final and
conclusive. Further, the Committee shall have full authority to delegate
eligibility determination. Participants shall be designated prior to the
beginning of the year or as soon as practicable thereafter, but new executives
or executives whose duties and responsibilities have been materially increased
during the year may be designated participants for such year at any time
during the year. Designation as a participant shall not of itself entitle a
person to an award under the Plan. The Committee has the sole discretion to
consider an award (if any) for a participant in the event of termination,
retirement, disability, death, or other individual circumstances. Participants
must generally remain in continuous active employment with the Company or any
other Participating Company (or any affiliate of the Company or such other
Participating Company), through the end of the performance period (year end)
and up until the payment date, and shall also make progress towards goals and
fulfill Article VII. The Committee, upon recommendations provided by
management, will approve to what extent, if any, payment of an award should be
made if termination occurs after December 31, but before an actual payment
date. No member of the Committee shall be eligible to participate in or receive
awards or deferred payments of awards under the Plan.


 


(b)                                 The
Committee may, by rules and regulations of general or specific
application, establish one or more classes of awards, the payment of which
shall, in whole or in part, be deferred and made at such later time or times,
in a lump sum or in such installments, as the Committee shall prescribe,
provided that the participant shall have fulfilled the conditions specified in Article VII
hereof. At the time each year that an employee shall be designated as a
participant in the Plan, or as soon as practicable thereafter, the Committee,
in or without consultation with such employee, shall determine what proportion,
if any, of any award that may be made to him for such year shall be paid
to him immediately and what proportion shall consist of a class or classes



 


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of awards so
established by the Committee. If the Committee shall have failed to make such a
determination in the case of any participant for any year, the award to such
participant shall be paid in cash as soon as practicable after the award shall
be made.


 


ARTICLE V


 


DETERMINATION OF
INCENTIVE AWARDS


 


(a)                                  As
soon as practicable after the end of each calendar year, the Committee shall
fix the amount of each award. The Committee shall also have the power to
delegate to the chief executive officer of the Company the authority to approve
individual awards and award changes for employees below the executive officer
level. Notwithstanding the previous sentence, the Committee shall continue to
approve annual awards for executive officers, and to approve the aggregate
annual incentive awards for all plan participants below the executive officer
level, subject to adjustment for delegated award changes after each February. In
determining the aggregate annual incentive awards, the Committee, may approve
the establishment of maximum award guidelines for employees of a Participating
Company, division, business unit or other designated group, based upon
specified Company and other applicable organizational performance goals subject
to applicable past limitations. The Committee shall also have the authority to
approve payments upon retirement and disability termination executive officers.
In fixing such awards the Committee shall receive and consider the
recommendations of the chief executive officer of the Company who, in turn,
shall have received and considered the respective recommendations of other
appropriate officers and executives of the Company and any of the other
Participating Companies, as to whether and to what extent the individual,
Participating Company, division/group, and/or Company performance goals have
been met for such year, and as to where in the range of award guidelines each
participant’s performance falls. Individual awards shall then be calculated
based on the AIA award grid subject to available pool monies. If the employment
of a participant shall have terminated during a calendar year for any reason,
including, but without limitation, as the result of termination by a
Participating Company without cause, he, or, in the event of his death, his
widow, legal representatives, or such other person or persons, as the Committee
may in its discretion select, may (but need not) be granted such
award, if any, on such basis, as the Committee may in its discretion
determine; provided, however, that if within two years following the occurrence
of a Change in Control (as defined in the Ameriprise Financial 2005 Incentive
Compensation Plan), a participant under the Plan experiences a termination of
employment that would otherwise entitle him to receive the payment of severance
benefits under the provisions of the severance plan that are in effect and that
he participates in as of the date of such Change in Control, and is at Job Band
50 or higher on the date of such termination of employment, then such
participant in the Plan shall, notwithstanding the provisions of Article III,
be paid, within five days after the date of such termination of employment, a
prorata award under the Plan equal to (i) (A) the average award paid
or payable to such participant under the Plan (or any other annual incentive
award program of the Company, any other Participating Company, or any of their
respective subsidiaries at the time of such prior payment) for the two years
prior to the Change in Control, or (B) if such participant has not
received two such awards, the most recent award paid or payable (or target
amount so payable if such 


 


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participant has
not previously received any such award) to such participant under the Plan (or
any other annual incentive award program of the Company, any other
Participating Company, or any of their respective subsidiaries at the time of
such prior payment), multiplied by (ii) the number of full or partial
months that have elapsed during the performance year under the Plan at the time
of such termination of employment divided by 12, provided, further, that in the
event such termination of employment occurs after the end of the performance
year under the Plan but before the payment date under the Plan, then such
participant shall also be paid, within five days after such termination of
employment, an award under the Plan equal to (X) the average award paid or
payable to such participant under the Plan (or any other annual incentive award
program of the Company, any other Participating Company, or any of their
respective subsidiaries at the time of such prior payment) for the two years
prior to the Change in Control, or (Y) if such participant has not received two
such awards, the most recent award paid or payable (or target amount so
payable, if such participant has not previously received any such award) to
such participant under the Plan (or any other annual incentive award program of
the Company, any other Participating Company or any of their respective
subsidiaries at the time of such prior payment).


 


(b)                                 The
Committee, upon recommendations as provided by paragraph (a) of this
Article, may also make special awards to a limited number of participants
under the Plan. The chief executive officer of the Company may also
authorize special awards under the Plan, at any time or times during the year,
provided that any special awards authorized by the chief executive officer of
the Company shall be reported to the Committee at its next regular meeting. These
special awards shall be made in recognition of outstanding individual
achievement.


 


(c)                                  Except
for awards payable as a result of a Change in Control pursuant to section (a) above
and except as otherwise determined by the Committee, no award to a single
participant or employee for any year shall exceed (i) 200% of his total
award guideline for such year, or (ii) 200% of his base salary for such
year.


 


ARTICLE VI


 


PAYMENT OF INCENTIVE
AWARDS


 


(a)                                  Each
incentive award shall be paid as soon as practicable after the amount of the
award shall have been determined, or at such subsequent time or times as the
Committee shall determine. Such payment shall be made in cash unless the
Committee shall, at any time or from time to time, according to rules and
regulations of general application, provide for a different method of payment,
in whole or in part, of incentive awards. Such payment may be made (i) by
the issuance or transfer of securities or other property, including common
shares or other securities of Ameriprise Financial, Inc., another
corporation or of a regulated investment company or companies, subject to
restrictions and requirements to assure compliance with the conditions set
forth in Article VII hereof and elsewhere in the Plan and such other
restrictions and requirements as the Committee shall prescribe, (ii) by
undertaking to issue or transfer such securities or other property in the
future, together with a sum or sums equal to dividend equivalents and other
income equivalents earned thereon from 


 


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the date of such
undertaking until the date or dates of payment, (iii) in cash measured by
the value of such securities or other property, or of a portfolio comprised of
either securities or other property or both, together with dividend equivalents
and other income equivalents earned thereon from the date that such measure has
been established until the date or dates of payment, or (iv) by
undertaking to pay cash in the future together with such additional amounts of
income equivalents earned thereon until the date or dates of payment, such
additional amounts to be determined by a measure established by the Committee
in its discretion.


 


(b)                                 If
any incentive award or installment thereof shall become payable by reason of or
following the death of a participant or former participant, such award or
installment shall be payable, at the same time or times and in the same manner
as if such participant or former participant were alive, to such beneficiaries
of the participant or former participant as he shall have designated in the
manner described herein. If such participant or former participant shall have
failed to designate any beneficiary, or if no such beneficiary shall survive
him, then such payments shall be made to his legal representatives. With the
approval of the Committee, a participant or former participant may designate
one or more beneficiaries by executing and delivering to the Committee or its
delegate written notice thereof at any time prior to his death, and may revoke
or change the beneficiaries designated therein without their consent by written
notices similarly executed and delivered to the Committee at any time and from
time to time prior to his death.


 


(c)                                  Any
Participating Company required to make payments under this Plan shall deduct
and withhold from any such payment all amounts which its officers believe in
good faith it is required to deduct or withhold pursuant to the laws of any
jurisdiction whatsoever or, in the event that any such payment shall be made in
securities, shall require that arrangements satisfactory to such Participating
Company shall be made for the payment of all such amounts before such
securities are delivered. No such Participating Company is required to pay any
amount to the beneficiary or legal representatives of any former participant
until such beneficiary or legal representatives shall have furnished evidence
satisfactory to it of the payment or provision for the payment of all estate,
transfer, inheritance and death taxes, if any, which may be payable with
respect thereto.


 


(d)                                 The
obligation of any Participating Company under the Plan to make deferred
payments or awards when due is merely contractual and no amount credited to an
account of a participant or former participant on the books of any
Participating Company shall be deemed to be held in trust for such participant
or former participant or for his beneficiary or legal representatives. Nothing
contained in the Plan shall require any Participating Company under the Plan to
segregate or earmark any cash or other property. Any securities or other
property held or acquired by any such Participating Company specifically for
use under the Plan or otherwise shall, unless and until transferred in
accordance with the terms and conditions of the Plan, be and at all times
remain the property of such Participating Company, irrespective of whether such
securities or other property are entered in a special account for the purpose
of the Plan, and such securities or other property shall at all times be and
remain available for any corporate purpose.


 


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(e)                                  Upon
a deferral of the payment of an incentive award, the terms of such deferral and
the payments thereunder shall be governed by the provision of the deferral plan
where such deferral has been made.


 


ARTICLE VII


 


CONDITIONS AND
FORFEITURES


 


(a)  In addition to any other condition that may be imposed
by the Committee, the payment of all awards (or any part thereof) deferred
under the Plan shall be contingent on the following:


 


(1)                                  The
participant or former participant entitled thereto shall refrain from engaging (A) in
any business or other activity which, in the judgment of the Committee, is
competitive with any activity of any Participating Company or any affiliate
thereof, in which he was engaged at any time during the last five years of his
employment by a Participating Company or any affiliate thereof, or (B) in
any business or other activity which is so competitive and of which he shall
have special knowledge as the result of having been employed by the
Participating Company or any affiliate thereof; and from counseling or
otherwise assisting any person, firm or organization that is so engaged;


 


(2)                                  He
shall not furnish, divulge or disclose to any unauthorized person, firm or
other organization any trade secrets, information or data with respect to any
Participating Company or any affiliate thereof, or any of their employees, that
he shall have reason to believe is confidential;


 


(3)                                  He
will make himself available for such consultation and advice concerning matters
with respect to which he was familiar while employed by any Participating
Company or affiliate as may reasonably be requested, taking fairly into
consideration his age, health, residence and individual circumstances and the total
amount of the payments that he is receiving, and shall render such assistance
and cooperation (including testimony and depositions) in respect of matters of
which he shall have knowledge, as may reasonably be requested in any
action, proceeding or other dispute, pending or prospective, to which any
Participating Company or affiliate may be a party or in which it may have
an interest. The participant or former participant shall have no obligation to
render any services after he shall have ceased to be an employee of the
Participating Companies and affiliates thereof, except as may be required
under this subparagraph, and the death of the participant or former
participant, or the failure to call upon him for the rendition of services
called for under this subparagraph, shall not in any way affect the right of
the participant or former participant or his beneficiary or legal
representatives, as the case may be, to receive any unpaid portion of any
amounts payable to him;


 


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(4)                                  His
employment by any Participating Company, subsidiary or any affiliate thereof,
shall not have terminated as a result of his gross negligence, willful
misconduct or poor performance and he shall not, while employed by a
Participating Company, subsidiary or affiliate, have engaged in conduct which,
had it been known at the time, would have resulted, on grounds of gross
negligence or willful misconduct, in the termination of his employment by the
Participating Company, subsidiary or affiliate by which he had been employed.


 


(5)                                  If,
in the judgment of the Committee, reasonably exercised, a participant or former
participant shall have failed at any time to comply with any of the conditions
set forth in paragraph (a) of this Article VII, the obligation of the
Participating Company to make further payments to such participant or former
participant or his beneficiary or legal representatives shall forthwith
terminate, provided that no installment or amount delivered or paid prior to
the date of any such determination by the Committee shall be required to be
repaid.


 


(6)                                  No
payment of any award under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt so to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge the same shall be void. No payment of any award
shall be subject to any jurisdictional payment requirement upon death or
termination. No such payments shall be in any manner liable for or subject to
the debts, contracts, liabilities, engagements or torts of the person entitled
thereto, except as specifically provided in rules or regulations
established by the Committee under the Plan; and in the event that any
participant, former participant or beneficiary under the Plan becomes bankrupt
or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber
or charge any such payment or a part thereof, then all such payments due
him shall cease and in that event, the Participating Company shall hold and
apply the same to or for his benefit or that of his spouse, children, or other
dependents, or any of them, in such manner and in such proportions as the
Committee, with the approval of the chief executive officer of such Participating
Company, may deem proper.


 


ARTICLE VIII


 


PARTICIPATING COMPANIES


 


(a)                                  Any
Participating Company may cease to be a Participating Company at any time
and shall cease to be one upon delivering to the Committee certified copies of
an appropriate resolution duly adopted by its Board of Directors terminating
its participation in the Plan. If any Participating Company hereunder ceases to
be a subsidiary, such corporation may continue to be a Participating
Company hereunder only upon such terms and conditions as the Company and such
corporation shall agree upon in writing. In no event shall the termination of a
corporation’s participation in this Plan relieve it of obligations theretofore
incurred by it under the Plan, except to the extent that the same have been
assumed by another corporation pursuant to paragraph (b) of this Article VIII.


 


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(b)                                 Any
corporation which succeeds to all or any part of the business or assets of
a Participating Company may, by appropriate resolution of its board of
directors, adopt the Plan and shall thereupon succeed to such rights and assume
such obligations under the Plan as such corporation, such Participating Company
and the Company shall have agreed upon in writing.


 


(c)                                  For
the purposes of this Article VIII the term “subsidiary” shall mean any
corporation (other than the Company and any non-Participating Company
specifically designated by the Committee) in one or more unbroken chains of
corporations connected through stock ownership with the Company, if the Company
directly or indirectly through one or more such chains owns stock possessing
more than 50% of the total combined voting power of all classes of stock and
more than 50% of each class of non-voting stock of such corporation.


 


ARTICLE IX


 


GENERAL PROVISIONS


 


(a)                                  No
member of the Committee shall be liable for anything done or omitted to be done
by him or by any other member of the Committee in connection with the Plan,
unless such act or omission constitutes willful misconduct on his part.


 


(b)                                 The
Board of Directors of the Company may amend this Plan in whole or in part from
time to time, and may terminate it at any time, without prior notice to
any interested party. The Board of Directors may delegate its amendment
power to such individual or individuals as it deems appropriate in its sole
discretion. The foregoing sentence to the contrary notwithstanding, for a
period of two years and one day following a Change in Control, neither the
Board of Directors nor the Committee may amend this Plan in a manner that
is detrimental to the rights of any participant of the Plan without his or her
written consent. No amendment or termination shall deprive any participant,
former participant, beneficiary or legal representatives of a former
participant of any right under this Plan as such right exists at the time of
such amendment or termination, nor increase the obligations of any company that
is or has been a Participating Company without its consent.


 


(c)                                  Nothing
in this Plan shall be construed as giving any person employed by a company
which is or has been a Participating Company the right to be retained in the
employ of such company or any right to any payment whatsoever, except to the
extent provided by the Plan. Each such company shall have the right to dismiss
any employee at any time with or without cause and without liability for the
effect which such dismissal might have upon him as a participant under the
Plan.


 


(d)                                 The
Plan shall not be deemed a substitute for any other employee benefit or
compensation plans or arrangements that may now or hereafter be provided
for employees. The Plan shall not preclude any group, division, subsidiary or
affiliate of the Company, whether or not a Participating Company, from
continuing or adopting one or more separate or additional such plans or
arrangements for all or a defined class of 


 


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the employees of
such group, division, subsidiary or affiliate. Any payment under any such plan
or arrangement may be made independently of the Plan.


 


(e)                                  By
accepting any benefits under the Plan, each participant, each beneficiary and
each person claiming under or through him shall be conclusively bound by any
action or decision taken or made, or to be taken or to be made under the Plan,
by the Company, the Board of Directors of the Company, or the Committee.


 


(f)                                    No
provision of the Plan shall be given effect to the extent that such provision
would cause any tax to become due under Section 409A of the Code.


 


(g)                                 The
masculine pronoun means the feminine, the singular the plural, and vice versa
wherever appropriate.


 


(h)                                 This
Plan shall be governed by and construed in accordance with the laws of the
State of New York.


 


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Ameriprise Financial


Annual Incentive Award Plan


 


Schedule A


September 30, 2005


 


Participating
Companies


 


•                  American Centurion Life Assurance
Company


•                  Ameriprise Enterprise Investment
Services, Inc.


•                  Ameriprise Financial Services Inc.


•                  RiverSource Investments, LLC


•                  RiverSource Client Service
Corporation


•                  IDS Life Insurance Company


•                  IDS Life Insurance Company of New
York


•                  IDS Property Casualty Insurance
Company


•                  Ameriprise Trust Company


 


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