Date
of Report (Date of earliest event reported)
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January
29, 2009
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Virtus
Investment Partners, Inc.
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(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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1-10994
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95-4191764
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
|
File
Number)
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Identification
No.)
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100
Pearl St., 9th Floor, Hartford, CT
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06103
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(800)
248-7971
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10.1
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Virtus
Investment Partners, Inc. Executive Severance Allowance Plan, as
amended
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99.1
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Certain
Material Relationships between the Company and Harris Investment
Management Inc. (“HIM”)
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99.2
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Press
Release of Virtus Investment Partners, Inc. dated February 4,
2009
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VIRTUS
INVESTMENT PARTNERS, INC
.
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||||
Dated: February
4, 2009
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By:
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/s/
Michael A. Angerthal
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Name:
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Michael
A. Angerthal
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||||
Title:
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Chief
Financial Officer
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2.01
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“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.
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2.02
|
“Affiliated
Employer” means any Affiliate of Virtus which has been designated to
participate in the Plan by action of the Plan
Administrator.
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2.03
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“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.
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2.04
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“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.
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2.05
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“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.
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2.06
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“COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended, and the regulations and guidance published
thereunder.
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2.07
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“Code”
means the Internal Revenue Code of 1986, as amended, and the regulations
and guidance published thereunder.
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2.08
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“Committee”
means the Compensation Committee of Board of Directors of Virtus
Investment Partners, Inc. (or, if no committee then exists, the Board of
Directors).
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2.09
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“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.
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2.10
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“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.
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2.11
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“Employer”
means Virtus and any other Affiliated Employer that has adopted this Plan
with the approval of the Plan
Administrator.
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2.12
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“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and
the regulations and guidance published
thereunder.
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2.13
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“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.
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2.14
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“Plan”
means the Virtus Investment Partners, Inc. Executive Severance Allowance
Plan, as amended from time to time.
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2.15
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“Plan
Administrator” means the Benefit Plans Committee of the Employer or the
person designated as such by the Benefit Plans
Committee.
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2.16
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“Plan
Year” means the calendar year.
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2.17
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“Separation
Date” means the last day of an Executive’s active service with the
Employer.
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2.18
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“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.
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2.19
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“Severance
Amount” means the benefit payable under the provisions of Section
3.03.
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3.01
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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.
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3.02
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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:
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(a)
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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.
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(b)
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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.”
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(c)
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The
Executive is terminated for Cause.
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(d)
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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.
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(e)
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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.
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(f)
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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.
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(g)
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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.
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3.03
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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:
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The
Severance Amount equals a plus b,
where:
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3.04
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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.
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3.05
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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.
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3.06
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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.
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3.07
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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.
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3.08
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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.
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3.09
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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;
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(d)
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complying
with a continuing obligation to maintain the confidentiality of
proprietary information subsequent to termination of
employment;
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(e)
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executing
a Severance Agreement and Release within the required execution
period.
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3.10
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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.
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3.11
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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.
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4.01
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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.
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4.02
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Notification to
Executives
: The Plan Administrator shall notify an Executive when
and if such Executive becomes eligible for benefits under this
Plan.
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4.03
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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.
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4.04
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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For
Immediate Release
Contact:
Joe Fazzino
860-263-4725
joe.fazzino@virtus.com
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100
Pearl Street
Hartford
CT 06103
www.virtus.com
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