exv10w25







Exhibit 10.25




GREYSTONE COMMUNITIES NONQUALIFIED DEFERRED COMPENSATION PLAN




Article I: Purpose




     1. Generally.



     The general purpose of the Greystone Communities Nonqualified Deferred Compensation Plan (the
“Plan”) is to provide certain designated employees of Greystone Communities Inc. (hereinafter
“Company”) and its Affiliates, the opportunity to participate in an unfunded, deferred compensation
plan maintained by the Company primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees. It is the goal of the Company to
maintain this Plan in order to allow its participants an opportunity to defer compensation as a
means of saving for retirement, disability, death and/or other purposes.



Article II: Definitions



For the purposes of this Plan, certain words or phrases used herein, whether used in the singular
or plural form, will have the following meanings:





	 	1.	 	“Administrative Agent” means the person(s) designated by the Company,
or Plan Administrator (defined below) to perform ministerial acts in furtherance of the
Plan’s purpose.
	 
	 	2.	 	“Affiliate” means any successor entity of the Company, whether by
merger, consolidation, or a sale of substantially all of its assets, or any subsidiary
or related entity of the Company which is a member of its controlled group, within the
meaning of Section 414(b) of the Code or trades or businesses (whether or not
incorporated) which are under common control within the meaning of Section 414(c) of
the Code.
	 
	 	3.	 	“Code” means the Internal Revenue Code of 1986, as amended, including
applicable Treasury regulations.
	 
	 	4.	 	“Company” means Greystone Communities Inc.
	 
	 	5.	 	“Compensation” means the total of all amounts to be made available
during the Plan Year by the Employer to a Participant, but excluding bonuses paid in
stock. Compensation shall not include amounts paid as reimbursement for expenses
incurred on behalf of the Employer, nor
incidental benefits paid on behalf of a Participant, such as hospitalization
insurance, health and accident insurance, additional temporary subsistence
allowances, commissions, and group life insurance.




 









 






	 	6.	 	“Deferred Compensation” means the amount of Compensation not yet
earned, which the Participant and the Employer mutually agree to defer on behalf of a
Participant in accordance with the provisions of the Plan, consisting of the Stated
Deferral and any discretionary Company match that may be credited to a Participant’s
account from time to time.
	 
	 	7.	 	“Disability” means:






	 	(a)	 	an inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, or
	 
	 	(b)	 	an inability, by reason of any medical determinable physical or
mental impairment which can be expected to last for a continuous period of not
less than twelve (12) months, receiving income replacement benefits for a
period of not less than three (3) months under an accident and health plan
covering employees of the Company or its Affiliates.






The permanence and degree of a physical or mental impairment shall be demonstrated
by competent medical evidence, and a determination of disability shall be made in
the sole discretion of the Plan Administrator (defined below). The participant may
appeal the decision of the Plan Administrator (defined below) to the Board as
provided for by Article XII of the Plan. The decision of the Board shall be final.




	 	8.	 	“Effective Date” means the first date of a Participant’s deferral of
Compensation under the terms of the Plan.
	 
	 	9.	 	“Employee” means an employee of the Company or its Affiliates,
including any field marketing or co-employed (leased) employee of the Company or its
Affiliates.
	 
	 	10.	 	“Eligible Employee” means an Employee who is designated by the Plan
Administrator (defined below) to be eligible to participate in this Plan, provided that
the Employee (i) is a Highly Compensated Employee (defined below); (ii) has been an
Employee for at least two (2) full years;
and is in an employee category of Senior Manager (defined below) or higher.
“Eligible Employee” shall also mean an employee who was participating in or had
benefits remaining in the Plan at the time of his retirement, death, or termination
of employment, and who retains, or whose beneficiaries retain, benefits under the
Plan in accordance with its terms.
	 
	 	11.	 	“Employer” means collectively the Company or its Affiliates.




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	 	12.	 	“Highly Compensated Employee” means an Employee who during the
preceding Plan Year had Compensation in excess of $100,000 (as adjusted by the
Commissioner of Internal Revenue for the relevant year).
	 
	 	13.	 	“Participant” means those Eligible Employees who executed a
Participation Agreement.
	 
	 	14.	 	“Participation Agreement” means the agreement executed by the Eligible
Employee and the Employer which evidences the mutual agreement to defer Compensation of
the Eligible Employee pursuant to the Plan.
	 
	 	15.	 	“Plan” means the Greystone Communities Nonqualified Deferred
Compensation Plan.
	 
	 	16.	 	“Plan Administrator” means any administrative agent designated by the
Plan Administrator it deems advisable or desirable to carry out the terms and
conditions of this Plan to act in furtherance of the Plan’s purpose.
	 
	 	17.	 	“Plan Year” means the calendar year, beginning January 1st
and ending December 31st.
	 
	 	18.	 	“Stated Deferral” means the amount of Compensation elected by the
Participant to defer, as set forth in the Participation Agreement, stated as a
percentage of the Participant’s Compensation.
	 
	 	19.	 	“Termination of Services” means the severance of the Participant’s
employment with the Employer.
	 
	 	20.	 	“Unforeseeable Emergency” means severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant, the Participant’s spouse, or a dependent (as defined
in Section 152(a) of the Code) of the Participant, loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant.





Article III: Administration




     This Plan shall be administered by the Plan Administrator, within the following general
guidelines:




	 	1.	 	For all amounts of Deferred Compensation held by the Trustee of the Greystone
Communities Nonqualified Deferred Compensation Trust (the “Trustee”), the Trustee shall
be directed to disburse benefits in accordance with instructions from the Plan
Administrator, based upon the elections made in the Eligible Employee’s Participation
Agreement and the terms of the Plan. Each Participation Agreement, as such may be from
time to time amended, shall become a part of this Plan and shall be incorporated herein
by this specific reference thereto.




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	 	2.	 	All Deferred Compensation amounts (if any) invested by either the Plan
Administrator or the Trustee, are, and shall remain, the assets of the Employer, and
such amounts shall always be held by and in the name of the Employer or by and in the
name of the Trustee. Such assets shall at no time be vested in any Participant or
beneficiary for whose benefit an account is or may be maintained and the rights of any
Participant or beneficiary for whose benefit an account is or may be maintained, if
any, shall merely be that of an unsecured general creditor of the Employer.
	 
	 	3.	 	An individual account shall be maintained in the name of each Participant to
reflect the value of each Participant’s Deferred Compensation account. For those
accounts held by the Trustee, the Trustee shall be directed to charge each
Participant’s individual Deferred Compensation account with all expenses attributable
to said account’s investment and maintenance. For those accounts invested by the Plan
Administrator, the Plan Administrator shall charge each Participant’s account with all
expenses attributable to said account’s investment and maintenance.
	 
	 	4.	 	The Plan Administrator shall have the power to construe the Plan, to prescribe
rules and regulations relating to the Plan and to make other determinations necessary
or desirable for administering the Plan. The Plan Administrator may correct any defect
or supply any omission or reconcile any inconsistency in the Plan in the manner and to
the extent it shall deem expedient to carry it into effect. The Plan Administrator
may delegate the responsibility of performing ministerial acts in furtherance of the
Plan’s purpose to administrative agents (“Administrative Agents”) as it deems
advisable or desirable to carry out the terms and conditions of this Plan.
	 
	 	5.	 	A majority of the members of the Plan Administrator shall constitute a quorum,
and the Plan Administrator shall act by majority action at a meeting, except that
action permitted to be taken at a meeting may be taken without a meeting if written
consent thereto is given by all members of the Plan Administrator.





Article IV: Eligibility



Any Employee who is designated by the Plan Administrator shall be eligible to participate in this
Plan, provided that the Employee:





	 	1.	 	is a Highly Compensated Employee;
	 
	 	2.	 	has been an Employee for at least two (2) full years; and
	 
	 	3.	 	is in an employee category of Senior Manager or higher.




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Article V: Participation



In Addition to the requirements and conditions of Article VI, the following provisions are
applicable to Participants:





	 	1.	 	Election.
	 
	 	 	 	The Participation Agreement shall set forth the Stated Deferral elected by the
Participant. The Stated Deferral will either (a) reduce the Compensation otherwise
payable to the Participant during the Plan Year in the manner directed by the
Participant, or, in the absence of any such direction, in the manner determined by
the Plan Administrator.
	 
	 	 	 	Further, upon execution of the Participation Agreement, each Participant must make
an irrevocable election (except to the extent the Plan permits a subsequent deferral
election) regarding the timing and method of distribution of the account balance
pursuant to the provisions of Article VI below. If a Participant fails to make an
irrevocable election regarding the timing and method of distribution of the account
balance, the Participant will be deemed to have elected the default provisions of
the Participant’s Participation Agreement.
	 
	 	2.	 	Timing of Election.
	 
	 	 	 	Each Participant must agree that Compensation for services performed during a
taxable year may be deferred at the Participant’s election, only if the election to
defer such Compensation is made not later than the close of the preceding taxable
year (regardless of whether the Participant is newly eligible to participate in the
Plan).




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	 	3.	 	Manner of Election.
	 
	 	 	 	The Eligible Employee shall make, in writing, the election to defer Compensation by
executing a Participation Agreement in the form provided by the Plan Administrator.
	 
	 	4.	 	Modifications to a Participation Agreement During a Current Plan Year.
	 
	 	 	 	To modify Plan participation, a Participant must send written notice to the Plan
Administrator requesting an amendment to this Participation Agreement.






	 	(a)	 	Deferral Modifications.
	 
	 	 	 	Because the election to defer Compensation in a Plan Year must not be
made later than the close of the preceding Plan Year, no mid Plan
Year modifications may be made to the Stated Deferral for a Plan Year
in which Compensation is then being deferred. Any amendment to the
elected Stated Deferral will be effective only for those Plan Years
that begin after the end of the Plan Year in which the amendment is
both submitted by the Participant and approved by the Plan
Administrator. This amendment may include complete withdrawal from
the Plan by the Participant for subsequent Plan Years, provided,
however, that such an election will not have any effect on the
amounts already deferred. If a modification of the Stated Deferral
is made, such modified Stated Deferral shall also be effective for
all future Plan Years.
	 
	 	(b)	 	Distribution Modifications.
	 
	 	 	 	No modifications to the Participation Agreement may be made to
accelerate payments from the Plan, except as provided in Article VII.
Modifications to the Participation Agreement may be made to delay
scheduled Plan distributions or change the form of the Plan
distribution, if:






	 	(i)	 	the change in election may not take effect until at
least twelve (12) months after the date the
election is made;
	 
	 	(ii)	 	the first payment with respect to the new election
is deferred not less than five (5) years from the
date such payment could or would have otherwise been
made; and
	 
	 	(iii)	 	any election related to a payment at a specified time
or pursuant to a fixed schedule may not be made
less than twelve (12) months prior to the date of the
first scheduled payment.




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Article VI: Benefits





	 	1.	 	Participant’s account accumulates as follows:






	 	(a)	 	The Participant, in his or her Stated Deferral defers
Compensation (in an amount no greater than 25% of Participant’s Compensation)
each Plan Year.
	 
	 	(b)	 	The Employer, each Plan Year, in its discretion, makes an
additional discretionary allocation beyond the Participant’s Stated Deferral in
an amount determined by the Employer. Nothing requires the Employer to make
any additional allocation beyond the Participant’s Stated Deferral.






	 	2.	 	Benefits After Attainment of Age 55.
	 
	 	 	 	Provided that the Participant attains the age of 55 prior to termination,
distributions shall be made pursuant to the election made in the Participant’s
Participation Agreement either in a lump sum payment to be paid on the sixtieth
(60th) day after the Participant’s termination of employment, or in a
series of 15 equal annual installments beginning on the sixtieth (60th) day after
the Participant’s termination and continuing for a period of 14 years thereafter.
	 
	 	 	 	If a Participant does not make an irrevocable election upon execution of a
Participation Agreement, the Plan Administrator shall direct the distribution of the
Participant’s entire account to the Participant on the sixtieth (60th)
day following the Participant’s termination of
employment.
	 
	 	3.	 	Benefits Upon Disability.
	 
	 	 	 	Subject to the Claims Procedure provided by Article XII of the Agreement, when a
Participant terminates employment and is found by the Plan Administrator (or the
Board on appeal from an adverse finding by the Plan Administrator) to have suffered
a Disability, the Plan Administrator (or Board as the case may be) shall direct the
distribution of the Participant’s account pursuant to that Participant’s
Participation Agreement then on file.
	 
	 	4.	 	Benefits Prior to Attainment of Age 55.
	 
	 	 	 	If a Participant does not attain the age of 55 prior to termination of employment,
the Plan Administrator shall direct the distribution of the Participant’s entire
account to the Participant on the sixtieth (60th) day following the
Participant’s termination of employment.




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	 	5	 	Benefits Upon Death.
	 
	 	 	 	Upon a Participant’s death, the Plan Administrator shall direct the
distribution of the Participant’s entire account to the designated
beneficiary on the sixtieth (60th) day after the date of the
Participant’s death.
	 
	 	 	 	The Participant shall designate a beneficiary by filing a written notice of such
designation with the Plan Administrator in such form as the Plan Administrator may
prescribe. The Participant may revoke or modify said designation at any time by a
subsequent written designation in similar form. The Participant’s beneficiary
designation shall be deemed automatically revoked in the event of the death of the
beneficiary or, if the beneficiary is the Participant’s spouse, in the event of the
dissolution of the marriage unless there are one or more contingent beneficiaries
designated who shall thereupon become the primary beneficiary. If no beneficiary
designation is in effect at the time when any benefits payable under this Plan shall
become due, the benefit payments shall be made to the surviving spouse of the
Participant, or, if there is no surviving spouse, the legal representative of the
Participant’s estate.





Article VII: Withdrawals



Because the Deferred Compensation Plan is primarily a retirement savings plan for
selected Eligible Employees, it is generally inappropriate to withdraw amounts deferred. However,
subject to the Claims Procedure provided by Article XII of the Agreement, withdrawals may be made
under these circumstances:





	 	1.	 	If due to the occurrence of an Unforeseeable Emergency, after other sources of
financial relief have been exhausted, Participant may apply to the Employer for partial
or total distribution prior to termination of service.
	 
	 	 	 	An “unforeseeable emergency” is defined in Section II(20) above, and it means a
severe financial hardship to the Participant resulting from a sudden and unexpected
illness or accident of the Participant, the Participant’s spouse, or a dependent (as
defined in section 152(a) of the Code) of the Participant, loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant.
	 
	 	 	 	This requirement is met only if, as determined under regulations promulgated by the
Secretary of Treasury, the amounts distributed with respect to an emergency do not
exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay
taxes reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
participant’s assets (to the extent the liquidation of such assets would not itself
cause severe financial hardship).




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	 	 	 	If such application for withdrawal is approved by the Plan Administrator (or Board
if on appeal from the Plan Administrator’s determination), the withdrawal will be
effective on the date specified by the Plan Administrator (or Board
as the case may
be) in the written approval. The form and amount of payment will be in the sole
discretion of the Plan Administrator (or Board as the case may be).
	 
	 	2.	 	With regard to Deferred Compensation credited under this Plan, the Employer
shall allow lump sum withdrawals at the election of the Participant if the Internal
Revenue Service later determines that any amounts deferred by the Participant are
ineligible for treatment as elected deferrals and the Internal Revenue Service includes
such amounts in the Participant’s gross income. The withdrawals shall be permitted in
the year in which they are allocated to the Participant’s gross income.
	 
	 	3.	 	In the event of any partial withdrawal allowed under this Article VII, the
Participant’s account will be adjusted to properly reflect the withdrawal.





Article VIII: Amendment and Termination



The Board, in its sole discretion, may make any amendments to the Plan which it deems necessary or
desirable, but no such amendment shall reduce benefits accrued as of the effective date of the
amendment. The Board, in its sole discretion, may terminate the Plan and discharge the Employer’s
obligations hereunder in full by distributing to all Employer’s obligations hereunder to all
Participants or their beneficiaries an amount equal to their total credited deferrals and
discretionary Employer allocation, together with all earnings on such amounts, from the dates on
which the deferrals were made until the final date of payment to each Participant or their
beneficiaries. The voting requirements for action to be taken by the Board pursuant to this
Article shall be those prescribed by the Bylaws of the Company.




Article IX: Non-Assignability



Neither a Participant nor any beneficiary hereunder shall have any right to sell, assign, transfer
or otherwise convey the right to receive any payment hereunder. Nor shall any such payments be
subject to attachment, garnishment, levy, pledge, bankruptcy, execution, or any other manner or
kind in connection with any claims against the Participant or any beneficiary.




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Article X: No Employment Guarantee



Neither this Plan nor any action taken hereunder shall be construed as giving any Participant the
right to be retained as an employee of the Employer for any period of time, nor shall it constitute
a contract for employment between the Employee and the Employer.




Article XI: Prohibition Against Interest



All funds or assets (including increments and accumulations thereon) which are acquired by the
Employer as a result of any Participant’s deferrals hereunder shall be an asset of the Employer
even though such funds are credited to a participant’s account for bookkeeping purposes. It is
expressly understood and agreed that neither the Participant nor his beneficiaries shall have any
rights in or to such funds or assets except for rights as creditors of the Employer, and that such
funds or assets shall be subject to the claims of the Employer’s creditors. The obligation of the
Employer to the Participants and their designated beneficiaries for the benefits provided for
hereunder is a contractual obligation only. The participants and their designated beneficiaries
have no claim to any specific assets held by the Employer nor is any trust created by virtue of the
adoption of this Plan.




Article XII: Claims Procedures





	 	1.	 	Claims Procedure. The following claims procedures shall apply with respect to
the Plan:






	 	(a)	 	Filing of a Claim for Benefits. If a Participant or
beneficiary (the “claimant”) believes that he is entitled to benefits under the
Plan which are not being paid to him or which are not being accrued for his
benefit, he shall file a written claim therefore with the Plan Administrator.
In the event the Plan Administrator shall be the claimant, all actions which
are required to be taken by the Plan Administrator pursuant to this Article XII
shall be taken instead by another agent designated by the Company.
	 
	 	(b)	 	Notification to Claimant of Decision. Within 90 days
after receipt of a claim by the Plan Administrator (or within 180 days if
special circumstances require an extension of time), the Plan Administrator
shall notify the claimant of the decision with regard to the claim. In the
event of such special circumstances requiring an extension of time, there shall
be furnished to the claimant prior to expiration of the initial 90-day period
written notice of the extension, which notice shall set forth the special
circumstances and the date by which the decision shall be
furnished. If such claim shall be wholly or partially denied, notice
thereof shall be in writing and worded in a manner calculated to be
understood by the claimant, and shall set forth:






(i) the specific reason or reasons for the denial;




(ii) specific reference to pertinent provisions of the Plan on which
the denial is based;




(iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of
why such material or information is necessary; and



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(iv) an explanation of the procedure for review of the denial and the
time limits applicable to such procedures, including a statement of
the claimant’s right to bring a civil action under ERISA following an
adverse benefit determination on review.




Notwithstanding the forgoing, if the claim relates to a Participant who is
Disabled, the Plan Administrator shall notify the claimant of the decision
within 45 days (which may be extended for an additional 30 days if required
by special circumstances).




	 	(c)	 	Procedure for Review. Within 60 days following receipt
by the claimant of notice denying his claim, in whole or in part, or, if such
notice shall not be given, within 60 days following the latest date on which
such notice could have been timely given, the claimant shall appeal denial of
the claim by filing a written application for review with the Board. Following
such request for review, the Board shall fully and fairly review the decision
denying the claim. Prior to the decision of the Board, the claimant shall be
given an opportunity to review pertinent documents and to submit issues and
comments in writing.
	 
	 	(d)	 	Decision on Review. The decision on review of a claim
denied in whole or in part by the Plan Administrator shall be made in the
following manner:






(i) Within 60 days following receipt by the Board of the request for
review (or within 120 days if special circumstances require an
extension of time), the Board
shall notify the claimant in writing of its decision with regard to
the claim. In the event of such special circumstances requiring an
extension of time, written notice of the extension shall be furnished
to the claimant prior to the commencement of the extension.
Notwithstanding the forgoing, if the claim relates to a Participant
who is Disabled, the Board shall notify the claimant of the decision
within 45 days (which may be extended for an additional 45 days if
required by special circumstances).




(ii) With respect to a claim that is denied in whole or in part, the
decision on review shall set forth specific reasons for the decision,
shall be written in a manner calculated to be understood by the
claimant, and shall cite specific references to the pertinent Plan
provisions on which the decision is based.




(iii) The decision of the Board shall be final and conclusive.



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	 	(e)	 	Action by Authorized Representative of Claimant. All
actions set forth in this Article XII to be taken by the claimant may likewise
be taken by a representative of the claimant duly authorized by him to act in
his behalf on such matters. The Plan Administrator and the Board may require
such evidence as either may reasonably deem necessary or advisable of the
authority to act of any such representative.
	 
	 	(f)	 	Authority of the Board in Review Process. The Board
may designate as agents persons to fulfill any review responsibility required
of the Board by this Article XIII.





Article XIII: Applicable Law



This Plan shall be construed under the laws of the State of Texas.



In W1TNESS WHEREOF, the Company has caused this Plan
to be signed on this 1st day of
January, 2007 by duly authorized persons.




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Janelle Wood	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	It’s Corporate VP & Controller	 	 





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