ex10_1.htm


  
    Exhibit
10.1

    


    


    VIRTUS
INVESTMENT PARTNERS, INC.

    


    AMENDED
AND RESTATED EXECUTIVE SEVERANCE ALLOWANCE PLAN

    


    Effective
as of February 2, 2009

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
1 - PURPOSE; AMENDMENT AND RESTATEMENT

    


    Virtus
Investment Partners, Inc. adopts, effective as of February 2, 2009, this Amended
and Restated Executive Severance Allowance Plan , as amended, to provide for
benefits to certain executives of Virtus Investment Partners, Inc. (“Virtus”)
and other affiliates of Virtus, who meet the eligibility requirements set forth
in the Plan when their employment is involuntarily terminated by the
Employer.

    


    ARTICLE
2 - DEFINITIONS

    


    For
purposes of this Plan, the following terms shall have the meanings set forth
below.

     

    
      	
              2.01

            	
              “Affiliate”
      means, as to any specified person, each other person directly or
      indirectly controlling, controlled by or under direct or indirect common
      control with that specified person. For the purposes of this definition,
      “control”, when used with respect to any specified person means the power
      to direct the management and policies of such person, directly or
      indirectly, whether through the ownership of voting securities, or by
      contract or otherwise, and the terms “controlling” and “controlled” have
      meanings correlative to the foregoing. Notwithstanding the foregoing, any
      investment company registered under the Investment Company Act of 1940, as
      amended, shall not be deemed an Affiliate of any specified
      person.

            


    

    


    
      	
              2.02

            	
              “Affiliated
      Employer” means any Affiliate of Virtus which has been designated to
      participate in the Plan by action of the Plan
    Administrator.

            


    

    


    
      	
              2.03

            	
              “Annual
      Incentive Award” means the compensation payable under any annual incentive
      plan or such other incentive compensation arrangements as the Employer may
      designate from time to time as approved by the Committee or the Chief
      Executive Officer.

            


    

    


    
      	
              2.04

            	
              “Base
      Salary” means the Executive’s annual salary, determined as of the last day
      of the month immediately preceding the Executive’s Separation Date. The
      following items shall not be included in determining Base Salary: overtime
      pay; distributions from a plan of deferred compensation; commissions;
      bonuses and incentive compensation. In determining this annual salary,
      however, the following items shall be included: any amount contributed by
      the Executive as deferred compensation to a cash or deferred arrangement
      maintained by the Employer pursuant to Code section 401(k); any salary
      reduction contributions made on behalf of the Executive to a plan
      maintained by the Employer under Code section 125 or Code section
      132(f)(4), and any amounts deferred by the Executive under a nonqualified
      plan of deferred compensation.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.05

            	
              “Cause”
      means any conduct by the Executive which is detrimental to the interests
      of the Employer, including but not limited to: (a) the Executive’s
      conviction or plea of nolo contendere to a felony or to a lesser crime
      involving fraud or moral turpitude; (b) an act of misconduct (including,
      without limitation, a violation of the Employer’s Code of Conduct or any
      code of ethics of any of its affiliates) on Executive’s part with regard
      to the Employer; (c) unsatisfactory performance; or (d) the Executive’s
      failure to attempt or refusal to perform legal directives of the Board or
      executive officers of the Employer. "Cause" is to be determined in the
      sole discretion of the Employer.

            


    

    


    
      	
              2.06

            	
              “COBRA”
      means the Consolidated Omnibus Budget Reconciliation Act of 1985, as
      amended, and the regulations and guidance published
      thereunder.

            


    

    


    
      	
              2.07

            	
              “Code”
      means the Internal Revenue Code of 1986, as amended, and the regulations
      and guidance published thereunder.

            


    

    


    
      	
              2.08

            	
              “Committee”
      means the Compensation Committee of Board of Directors of Virtus
      Investment Partners, Inc. (or, if no committee then exists, the Board of
      Directors).

            


    

    


    
      	
              2.09

            	
              “Effective
      Date” means February 2, 2009, the date that the provisions of the Plan, as
      amended and restated, as contained in this document shall become
      effective.

            


    

    


    
      	
              2.10

            	
              “Employee”
      means any common law employee of the Employer who is actively at work at
      the time of termination and is a regular (versus temporary) full-time
      employee working at least 40 hours per week or part-time employee working
      at least 19  1 / 4  hours per
  week.

            


    

    


    
      	
              2.11

            	
              “Employer”
      means Virtus and any other Affiliated Employer that has adopted this Plan
      with the approval of the Plan
Administrator.

            


    

    


    
      	
              2.12

            	
              “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended, and
      the regulations and guidance published
  thereunder.

            


    

    


    
      	
              2.13

            	
              “Executive”
      means (a) an Employee of Virtus who is an Executive Vice President or
      above if such person is also subject to the reporting requirements under
      Section 16(a) of the Securities Exchange Act of 1934, as amended, for
      Virtus; and (b) any other Employee (Vice Presidents or other key
      personnel) of the Employer that the Chief Executive Officer of Virtus has
      determined to be integral to the formulation or execution of the business
      strategy of the Employer, and who has been designated in writing by the
      Chief Executive Officer to be covered under the
  Plan.

            


    

    


    
      	
              2.14

            	
              “Plan”
      means the Virtus Investment Partners, Inc. Executive Severance Allowance
      Plan, as amended from time to time.

            


    

    


    
      	
              2.15

            	
              “Plan
      Administrator” means the Benefit Plans Committee of the Employer or the
      person designated as such by the Benefit Plans
  Committee.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.16

            	
              “Plan
      Year” means the calendar year.

            


    

    


    
      	
              2.17

            	
              “Separation
      Date” means the last day of an Executive’s active service with the
      Employer.

            


    

    


    
      	
              2.18

            	
              “Severance
      Agreement and Release” means an agreement signed by the Executive in a
      form acceptable to the Employer containing a general release and
      restrictive covenants, as well as any other clauses the Employer may
      require.

            


    

    


    
      	
              2.19

            	
              “Severance
      Amount” means the benefit payable under the provisions of Section
      3.03.

            


    

    


     ARTICLE 3 - SEVERANCE ALLOWANCE
BENEFIT

    


    
      	
              3.01

            	
              Qualification: An
      Executive whose employment is (a) involuntarily terminated by the Employer
      for any reason, including but not limited to: reduction in force, facility
      closing, reorganization, consolidation, elimination of position, or (b)
      terminated voluntarily or involuntarily by resignation at the request of
      the Employer in writing, shall be qualified for benefits under this Plan,
      unless the termination is due to a disqualifying event identified in
      Section 3.02.

            


    

    


    
      	
              3.02

            	
              Disqualifying Events: An
      Executive who might otherwise be qualified for benefits under this Plan
      shall be disqualified for such benefits by any one of the following events
      and circumstances:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Executive fails to continue in the employ of the Employer, satisfactorily
      performing the Executive’s assigned duties, until the date actually set
      for the Executive’s termination by the
Employer.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Executive works for a division, sub-division, unit, subsidiary or other
      identifiable entity that is sold or the assets of which are transferred to
      an owner other than the Employer, if the Executive is offered employment
      by the new owner that is substantially comparable to the employment
      engaged in by the Executive immediately prior to the sale or transfer
      (whether or not the Executive accepts such offer). The Employer shall, in
      its discretion, determine what constitutes “substantially comparable”
      employment.”

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Executive is terminated for Cause.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      Executive’s employment is terminated by reason of retirement (as defined
      in the Virtus Investment Partners, Inc. 2008 Omnibus Incentive and Equity
      Plan ), resignation (not at the request of the Employer), death, or during
      or at the conclusion of a leave of absence taken or granted on account of
      any reason, including permanent or temporary
  disability.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Executive refuses to accept a transfer to an assigned job or location,
      provided the new position is within two pay grades or one band, as
      applicable of the current position held by the
  Executive.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (f)

            	
              The
      Plan Administrator determines that under the facts and circumstances
      relating to the Executive’s termination, or because of the Executive’s
      conduct subsequent to termination, it would be inappropriate to commence
      or continue severance payments.

            


    

    


    
      	
               
      

            	
              (g)

            	
              The
      Executive receives or is entitled to receive from the Employer benefits
      under any severance plan, any severance agreement, or any agreement
      providing for the payment of severance benefits, including any change in
      control agreement between the Employer and the Executive, other than this
      Plan, on account of the Executive’s termination of employment by the
      Employer.

            


    

    


    
      	
              3.03

            	
              Severance Benefits: With
      respect to any Executive whose employment is terminated for a reason
      identified in Section 3.01, the following Severance Amount shall be
      payable, subject to the disqualification provisions of Section 3.02 and
      Section 3.09, and not any other benefit, except for outplacement services
      as provided in Section 3.10 and certain employee welfare benefits as
      provided in Section 3.11:

            


    

    


    
      	
               
      

            	
              The
      Severance Amount equals a plus b,
where:

            


    

     

    a         =           A
cash amount equal to the Executive’s annual Base Salary as of the Separation
Date (for the Chief Executive Officer, 1.5 times Base Salary).

    


    b         =           A
cash amount equal to the average of the Executive’s actually earned and paid
(even if one or both is $0) Annual Incentive Awards for the prior two (2)
completed fiscal years (for the Chief Executive Officer, 1.5 times this
average). However, for the first two years of the Plan, b = target Annual
Incentive Award for the fiscal year in which the Executive’s Separation Date
occurs (for the Chief Executive Officer, 1.5 times target).

    


    And

    


    Pro-Rata
Incentive = A cash amount equal to a pro-rata portion of the Executive’s
actually earned Annual Incentive Award for the fiscal year in which the
Executive’s Separation Date occurs. The pro-rata portion of such Annual
Incentive Award shall be determined by multiplying the amount actually earned
times a fraction, the numerator of which is the number of days during the
performance period applicable to such award prior to the Separation Date and the
denominator of which is the number of days in the performance period applicable
to such award.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.04

            	
              Time and Form of
      Payment: Except as otherwise provided herein or in Article 5, the
      Executive will receive payment of the Severance Amount payable under this
      Plan commencing as soon as practicable after the Separation Date in either
      (a) an immediate lump sum payment, or (b) equal periodic installments
      based on the Employer’s pay schedule, such payments to be made until the
      expiration of the Executive’s severance period or March 15 of the year
      next succeeding the year in which the involuntary termination occurred,
      whichever occurs first. In no event will any payment be made earlier than
      after the execution of, and the expiration of any revocation period
      related to, any Severance Agreement and Release .  If the
      Severance Agreement and Release is not executed within the required
      execution period, the Severance Amount and any other benefits under this
      Plan shall be forfeited. In no event however, shall any lump sum payment
      or any installment be paid later than March 15 in the year next succeeding
      the year in which the involuntary termination occurred. Any Pro-Rata
      Incentive for the fiscal year in which the Executive’s Separation Date
      occurs will be payable after the Pro-Rata Incentive for that fiscal year
      is calculated and approved by the Employer. In no event, however, shall
      any Pro-Rata Incentive payment be paid later than March 15 in the year
      next succeeding the year in which the involuntary termination
      occurred.

            


    

    


    
      	
              3.05

            	
              Death: If an Executive
      terminates employment and dies before having received the entire amount of
      benefits to which the Executive is entitled under this Plan, the balance
      of such benefits will be paid in a lump sum to (a) the Executive’s
      surviving spouse or domestic partner, (b) if there is no surviving spouse
      or domestic partner, the Executive’s children (including stepchildren and
      adopted children) per stirpes, or (iii) if there is no surviving spouse or
      domestic partner and/or children per stirpes, the Executive’s estate as
      soon as practicable following the Executive’s death but in no event later
      than March 15 in the year next succeeding the year in which the
      Executive’s involuntary termination
occurred.

            


    

    


    
      	
              3.06

            	
              Reemployment by the
      Employer: In the event that an Executive becomes reemployed by the
      Employer after having received any benefit pursuant to this Plan or any
      predecessor or successor to this Plan, such Executive will be required to
      reimburse the Employer for any benefits received before the Executive’s
      reemployment.

            


    

    


    
      	
              3.07

            	
              Integration with Other
      Benefits: To the extent that a federal, state or local law may
      require the Employer to make a payment to an Executive because of that
      Executive’s involuntary termination, the Severance Amount payable under
      this Plan shall be applied towards any such payment and not paid in
      addition to such required payment. Nothing in this Plan shall be used to
      extend or modify benefits under this Plan because of payments under any
      state unemployment insurance laws.

            


    

    


    
      	
              3.08

            	
              Withholding: The
      Employer shall have the right to take such action as it deems necessary or
      appropriate to satisfy any requirement under federal, state or other law
      to withhold or to make deductions from any benefit payable under this
      Plan.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.09

            	
              Pre-conditions for Receipt of
      Benefits: The payment of any benefit under this Plan, including but
      not limited to Sections 3.03, 3.10 and 3.11, is conditioned upon the
      Executive complying with all of the
following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              refraining
      from directly or indirectly interfering in any manner with the operations,
      management or administration of any Employer office, agent or employee and
      refraining from making any disparaging remarks concerning the Employer,
      its representatives, agents and
employees;

            


    

    


    
      	
               
      

            	
              (b)

            	
              refraining
      from encouraging, soliciting or suggesting to any and all employees,
      agents, representatives and/or clients of the Employer that they terminate
      or alter their current relationship with the
  Employer;

            


    

    


    
      	
               
      

            	
              (c)

            	
              returning
      all Employer property provided or developed during the course of
      employment including, but not limited to: computers, software, cell
      phones, files, records, identification card, credit cards and Employer
      manuals;

            


    

    


    
      	
               
      

            	
              (d)

            	
              complying
      with a continuing obligation to maintain the confidentiality of
      proprietary information subsequent to termination of
      employment;

            


    

    


    
      	
               
      

            	
              (e)

            	
              executing
      a Severance Agreement and Release within the required execution
      period.

            


    

    


    Upon the
failure of the Executive to comply with any of the conditions set forth above
and in this Plan, all payments hereunder shall immediately cease and the
Executive shall immediately reimburse the Employer for all payments previously
made hereunder.

    


    
      	
              3.10

            	
              Outplacement Services:
      An Executive entitled to payment of a Severance Amount as provided in
      Section 3.03 of this Plan shall be eligible to receive and the Employer
      shall provide outplacement services, with a firm chosen by the Employer,
      at a level commensurate with the Executive’s position, for a six-month
      period beginning on the Separation Date, but in no event ending later than
      December 31 of the second calendar year following the calendar year in
      which the involuntary termination
occurred.

            


    

    


    
      	
              3.11

            	
              Continuation of
      Benefits: The Executive (and, to the extent applicable, the
      Executive’s dependents) shall be entitled to continue participation in all
      of the employee plans providing medical and dental benefits that the
      Executive participated in prior to the Separation Date in accordance with
      COBRA; provided, however, that the Executive shall continue to pay the
      active participant rate monthly for up to the first 12 months of the COBRA
      period following the Executive’s Separation
  Date.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
4 - ADMINISTRATION

    


    
      	
              4.01

            	
              The Plan Administrator:
      The Plan Administrator shall have the sole discretionary authority to
      interpret the Plan and all questions thereunder, including, without
      limitation, all questions relating to eligibility to participate in and
      receive benefits under the Plan. All such actions of the Plan
      Administrator shall be conclusive and binding on all
    persons.

            


    

    


    
      	
              4.02

            	
              Notification to
      Executives: The Plan Administrator shall notify an Executive when
      and if such Executive becomes eligible for benefits under this
      Plan.

            


    

    


    
      	
              4.03

            	
              Claims by Executives:
      Claims for benefits under the Plan may be filed with the Plan
      Administrator. Written notice of the disposition of a claim shall be
      furnished to the claimant within 90 days after the application is filed
      (or within 180 days if special circumstances require an extension of time
      for review). In the event the claim is wholly or partially denied, the
      reasons for the denial shall be specifically set forth in the notice in
      language reasonably calculated to be understood by the claimant, pertinent
      provisions of the Plan shall be cited, and, where appropriate, an
      explanation as to how the claimant can perfect the claim will be provided.
      In addition, the claimant shall be furnished with an explanation of the
      Plan’s claims review procedures and the time limits applicable to such
      procedures, including a statement that the claimant has a right to bring a
      civil action under ERISA section 502(a) following an adverse benefit
      determination on review, if the claimant has exhausted all remedies under
      the Plan. If notice of the denial of a claim is not furnished to an
      Executive in accordance with this section within a reasonable period of
      time, such Executive’s claim shall be deemed denied. The Executive will
      then be permitted to proceed to the review stage described in Section
      4.04.

            


    

    


    
      	
              4.04

            	
              Claims Review Procedure:
      Any Executive, former Executive, or authorized representative or
      beneficiary of either, who has been denied a benefit either in whole or in
      part by a decision of the Plan Administrator pursuant to Section 4.03
      shall be entitled to request the Plan Administrator to give further
      consideration to his claim by filing with the Plan Administrator a written
      request for review. Such request, together with a written statement of the
      reasons why the claimant believes his claim should be allowed, shall be
      filed with the Plan Administrator no later than 60 days after receipt of
      the written notification provided for in Section 4.03. The claimant may
      submit written comments, documents, records and other information relating
      to the claim to the Plan Administrator. The claim for review shall be
      given a full and fair review that takes into account all comments,
      documents, records and other information submitted that relates to the
      claim, without regard to whether such information was submitted or
      considered in the initial benefit determination. The Plan Administrator
      shall provide the claimant with written or electronic notice of the
      decision on review within 60 days after the request for review is received
      by the Plan Administrator (or within 120 days if special circumstances
      require an extension of time for processing the claim and if notice of
      such extension and circumstances is provided to the claimant within the
      initial 60-day period). Such communication shall be written in a manner
      calculated to be understood by the claimant and shall include specific
      reasons for the decision, specific references to the pertinent Plan
      provisions on which the decision is based, a statement that the claimant
      has a right to bring a civil action under ERISA section 502(a) and that
      the claimant is entitled to receive, upon request and free of charge,
      reasonable access to and copies of, all documents, records and other
      information relevant to the claim for benefits. A document is relevant to
      the claim for benefits if it was relied upon in making the determination,
      was submitted, considered or generated in the course of making the
      determination or demonstrates that benefit determinations are made in
      accordance with the Plan and that Plan provisions have been applied
      consistently with respect to similarly situated
  claimants.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
5 - AMENDMENT AND TERMINATION

    


    The Board of Directors of the
Employer has delegated to the Benefit Plans Committee the right at any time,
whether in an individual case or more generally, to amend this Plan from time to
time without advance notice and to terminate this Plan at any time. No consent
of any Executive is required to terminate, modify, amend or change the Plan
generally or in an individual case. Any such amendment or termination of this
Plan generally shall be accomplished by resolution of the Benefit Plans
Committee adopted at a meeting duly called or by unanimous written consent in
accordance with the Employer’s Articles of Incorporation, Bylaws, and applicable
law. Any amendment or termination of this Plan on an individual basis shall be
accomplished by the written action of the Plan Administrator.

    


    ARTICLE
6 - SEVERANCE PAY PLAN LIMITATIONS UNDER ERISA

    


    The Employer intends that this Plan
constitute a “severance pay plan” under ERISA and any ambiguities in this Plan
shall be construed to effect that intent. As a severance pay plan,
notwithstanding any other provision of this Plan: payments hereunder shall not
be contingent directly or indirectly, upon the retirement of any Executive or
offset by any retirement benefit payable; the total amount of severance payments
made and the value of other benefits provided under this Plan to any Executive
shall not exceed twice the Executive’s annual compensation during the year
immediately preceding the termination of such Executive’s service; and all
payments to an Executive under this Plan shall be paid within 24 months after
the termination of the Executive’s service.

    


    ARTICLE
7 - MISCELLANEOUS

    


    
      	
              7.01

            	
              Right to Terminate
      Employment: The fact that a former Executive has failed to qualify
      for a benefit under this Plan shall not rescind or otherwise affect in any
      manner whatsoever the Executive’s termination of employment from the
      Employer, and such failure to qualify for a benefit shall not establish
      any right of any kind whatsoever (a) to a continuation or to a
      reinstatement of employment with the Employer or (b) to receive any
      payment from the Employer in lieu of such
  benefit.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              7.02

            	
              Source of Benefits: All
      benefits paid to a terminated Executive under this Plan shall be paid from
      the general assets of the Employer, and the status of the claim of a
      person to any benefit shall be the same as the status of a claim against
      the Employer by any general unsecured creditor. No person shall look to,
      or have any claim against, any officer, director, employee or agent of the
      Employer in his individual capacity for the payment of any benefits under
      this Plan.

            


    

    


    
      	
              7.03

            	
              No Assignment; Binding
      Effect: No interest of any Executive eligible to receive benefits
      under this Plan shall be subject in any manner to sale, transfer,
      assignment, pledge, attachment, garnishment, or other alienation or
      encumbrance of any kind; nor may such interest or right to receive a
      benefit be taken, either voluntarily or involuntarily, for the
      satisfaction of the debts of, or other obligations or claims against, such
      person, including claims for alimony, support, separate maintenance and
      claims in bankruptcy proceedings. The provisions of this Plan shall be
      binding on each Executive (and on each person who claims a benefit under
      such person) and on the Employer, their successors and
      assigns.

            


    

    


    
      	
              7.04

            	
              Indebtedness:
      Indebtedness or obligations of the Executive to the Employer existing at
      the time of termination or arising during the one year period beginning on
      the Separation Date shall be set off against any benefit payable under
      this Plan.

            


    

    


    
      	
              7.05

            	
              Construction: This Plan
      shall be construed in accordance with the law of the State of Connecticut
      to the extent not preempted by federal laws. Headings and subheadings have
      been added only for convenience of reference and have no substantive
      effect whatsoever. All references to sections shall mean sections of this
      Plan.

            


    

    


    
      	
              7.06

            	
              Usage: Whenever
      applicable, the singular shall include the plural, the masculine shall
      include the feminine and vice versa when used in this
  Plan.