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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
Under
THE SECURITIES ACT OF 1933
---------------
EVEREN CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-4019175
(State or Other Jurisdiction 77 WEST WACKER DR. (I.R.S. Employer
of Incorporation or Organization) CHICAGO, ILLINOIS 60601 Identification No.)
(Address, including zip code of registrant's principal executive office)
---------------
EVEREN CAPITAL CORPORATION
1996 NEW EMPLOYEE RESTRICTED STOCK PURCHASE PLAN
AND
EVEREN CAPITAL CORPORATION
1996 EMPLOYEE PERIODIC PAYROLL STOCK PURCHASE PLAN
AND
EVEREN CAPITAL CORPORATION
1996 RESTRICTED STOCK INCENTIVE PLAN
(Full title of the plan)
---------------
JAMES R. BORIS
EVEREN CAPITAL CORPORATION
77 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601
(312) 574-6000
(Name, address and telephone number, including area code, of agent for service)
Copies To:
JANET L. REALI, ESQ.
EVEREN CAPITAL CORPORATION
77 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601
(312) 574-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to Be Registered be Offering Aggregate Offering Registration
Registered Price Per Share (1) Price Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 5,000,000 $12.16 $60,800,000 $20,965.52
$.01 per share
======================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
proposed maximum offering price per share and the registration fee
have been based on the book value for the Common Stock as of March 31,
1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A)
PROSPECTUS
Note: The documents containing the information required by this section will
be given to employees eligible to participate in the EVEREN Capital
Corporation 1996 New Employee Restricted Stock Purchase Plan, the
EVEREN Capital Corporation 1996 Employee Periodic Payroll Stock
Purchase Plan, and the EVEREN Capital Corporation 1996 Restricted
Stock Incentive Plan (the "Plans"), respectively, and are not required
to be filed with the Commission as a part of the Registration
Statement or as an Exhibit.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by EVEREN Capital Corporation, a Delaware
corporation ("EVEREN") are incorporated as of their respective dates in this
Registration Statement by reference:
A. EVEREN's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
B. All other reports filed by EVEREN pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since
September 13, 1995.
All documents filed by EVEREN pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
COMMON STOCK
Dividends. Subject to any prior dividend rights of the holders of
preferred stock, dividends may be paid on the Common Stock, par value $.01 per
share of EVEREN ("Voting Common Stock") as determined by the Board of Directors
out of funds legally available therefor. EVEREN's ability to pay dividends is
substantially dependent upon the earnings of its subsidiaries, as well as their
ability to declare and pay dividends to EVEREN. Certain subsidiaries may be
limited in their ability to pay dividends by capital and other rules of
regulatory bodies, as well as certain covenants in instruments governing
certain indebtedness.
Voting. Holders of Voting Common Stock are entitled to vote on all
matters to be voted on by the stockholders of EVEREN, including the election of
directors and, except as otherwise required by law or provided in any
resolution adopted by the Board of Directors with respect to any series of
preferred stock, the holders of Voting Common Stock exclusively will possess
all voting power. Each share of Voting Common Stock is entitled to one vote on
all matters. Holders of Voting Common Stock do not have cumulative voting
rights.
Liquidation Value. After the satisfaction in full of any liquidation
preferences of holders of preferred stock, holders of Voting Common Stock,
together with holders of nonvoting common stock, par value $.01 per share of
EVEREN ("Nonvoting Common Stock"), are entitled to ratable distribution of the
remaining assets available for distribution to stockholders in the event of any
liquidation, dissolution or winding up of EVEREN.
Other. The Voting Common Stock is not subject to redemption, whether
by operation of a sinking fund or otherwise. Holders of Voting Common Stock
are not entitled to preemptive rights under the Restated Certificate of
Incorporation or under the By-laws of EVEREN which are in effect as of the date
of this Registration Statement.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with any original issuance of
Voting Common Stock offered hereby are being passed upon for EVEREN by Kenneth
A. Koranda, Esq., Senior Vice President and Senior Attorney, of EVEREN
Securities, Inc.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation of EVEREN (the "Certificate
of Incorporation") provides that each person who is or was or had agreed to
become a director or officer of EVEREN, or each such person who is or was
serving or who had agreed to serve at the request of the Board of Directors or
an officer of EVEREN as an employee or agent of EVEREN or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), will be indemnified by EVEREN, in accordance with the
By-Laws of EVEREN (the "By-Laws"), to the full extent permitted by the Delaware
Law, as the same exists or may in the future be amended (but, in the case of
any such amendment, only to the extent that such amendment permits EVEREN to
provide broader indemnification rights than said law permitted EVEREN to
provide prior to such amendment). The Certificate of Incorporation also
specifically authorizes EVEREN to enter into agreements with any person
providing for indemnification greater than that provided by the Certificate of
Incorporation.
The By-Laws provide that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative is or was a director, officer or employee of
EVEREN or is or was serving at the request of EVEREN as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such Proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, will be indemnified
and held harmless by EVEREN to the fullest extent authorized by the Delaware
Law as the same exists or may in the future be amended (but in the case of any
such amendment, only to the extent that such amendment permits EVEREN to
provide broader indemnification rights than said law permitted EVEREN to
provide prior to such amendment), against all expense, liability and loss
(including, without limitation, attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification will continue as to a person who has ceased to be a director,
officer, employee or agent and will inure to the benefit of his or her heirs,
executors and administrators; however, except as described in the next
paragraph with respect to Proceedings seeking to enforce rights to
indemnification, EVEREN will indemnify such person seeking indemnification in
connection with a Proceeding (or part thereof) initiated by such person only if
such Proceeding (or part thereof) was authorized by the Board of Directors of
EVEREN.
Pursuant to the By-Laws, if a claim described in the preceding
paragraph is not paid in full by EVEREN within thirty days after a written
claim has been received by EVEREN, the claimant may at any time thereafter
bring suit against EVEREN to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such claim. The By- Laws provide that it will be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any Proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to EVEREN) that the claimant has not met the standards of conduct
which make it permissible under the Delaware Law for EVEREN to indemnify the
claimant for the amount claimed, but the burden of proving such defense will be
on EVEREN. Neither the failure of EVEREN (including its Board of Directors,
independent legal counsel or stockholders) to have made a determination prior
to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard
of conduct set forth in the Delaware Law, nor an actual determination by EVEREN
(including its Board of Directors, independent legal counsel or stockholders)
that the claimant has not met such applicable standard of conduct, will be a
defense to the action
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or create a presumption that the claimant has not met the applicable standard
of conduct. The By-Laws provide that following any "change in control" of
EVEREN of the type required to be reported under Item 1 of Form 8-K promulgated
under the Securities Exchange Act of 1934, any determination as to entitlement
to indemnification will be made by independent legal counsel selected by the
claimant, which independent legal counsel will be retained by the Board of
Directors on behalf of EVEREN.
The By-Laws provide that the right to indemnification and the payment
of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in the By-Laws will not be exclusive of any other right
which any person may have or may in the future acquire under any statute,
provision of the Certificate of Incorporation, the By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise. The By-Laws permit
EVEREN to maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of EVEREN or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not EVEREN would have the power to indemnify such
person against such expense, liability or loss under the Delaware Law. EVEREN
intends to obtain directors' and officers' liability insurance providing
coverage to its directors and officers. In addition, the By-Laws authorize
EVEREN, to the extent authorized from time to time by EVEREN's Board, to grant
rights to indemnification, and rights to be paid by EVEREN the expenses
incurred in defending any Proceeding in advance of its final disposition, to
any agent of EVEREN to the fullest extent of the provisions of the By-Laws with
respect to the indemnification and advance of its final disposition, to any
agent of EVEREN to the fullest extent of the provisions of the By-Laws with
respect to the indemnification and advancement of expenses of directors,
officers and employees of EVEREN.
The By-Laws provide that the right of indemnification conferred
therein will be a contract right and will include the right to be paid by
EVEREN the expenses incurred in defending any such Proceeding in advance of its
final disposition, except that if Delaware Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered
by such person while a director or officer, including, without limitation,
service to any employee benefit plan) in advance of the final disposition of a
Proceeding, will be made only upon delivery to EVEREN of an undertaking by or
on behalf of such director or officer, to repay all amounts so advanced if it
is ultimately determined that such director or officer is not entitled to be
indemnified under the By-Laws or otherwise.
EVEREN has entered into indemnification agreements with each of
EVEREN's independent directors. The indemnification agreements, among other
things, require EVEREN to indemnify such directors to the fullest extent
permitted by law, and to advance to such directors all related expenses,
subject to reimbursement if it is subsequently determined that indemnification
is not permitted. EVEREN must also indemnify and advance all expenses incurred
by independent directors seeking to enforce their rights under the
indemnification agreements. Although the form of indemnification agreement
offers substantially the same scope of coverage afforded by provisions in the
Certificate of Incorporation and the By-Laws, it provides greater assurance to
independent directors that indemnification will be available, because as a
contract, it cannot be modified unilaterally in the future by the Board of
Directors of EVEREN or by the stockholders to eliminate the rights it provides,
an action that is possible with respect to the relevant provisions of the
By-Laws, at least as to prospective elimination of such rights.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Restated Certificate of Incorporation of EVEREN (incorporated
by reference to Exhibit 3.1 to EVEREN's Current Report on Form
8-K dated September 13, 1995 and filed on September 27, 1995)
4
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3.2 By-Laws of EVEREN (incorporated by reference to Exhibit 3(i)
to Quarterly Report on Form 10-Q, for the quarter ended
September 30, 1995, filed by EVEREN on November 14, 1995)
5.1 Opinion of Kenneth A. Koranda regarding the legality of any
original issuance of the Voting Common Stock, par value $.01
per share
10.1 The EVEREN Capital Corporation 1996 New Employee Restricted
Stock Purchase Plan
10.2 The EVEREN Capital Corporation 1996 Employee Periodic Payroll
Stock Purchase Plan
10.3 The EVEREN Capital Corporation 1996 Restricted Stock Incentive
Plan
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Kenneth A. Koranda (included in Exhibit 5.1)
24 Power of Attorney (included on the signature pages of the
Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement to include any material
information with respect to the plan of distribution
not previously disclosed in the Registration
Statement or any material change to such information
set forth in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and each filing of the Plan's annual
report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such
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director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against policy as expressed in the Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on this
21st day of May, 1996.
EVEREN Capital Corporation
By: /s/ James R. Boris
----------------------------------------
James R. Boris
Chairman of the Board and
Chief Executive Officer
We, the undersigned officers and directors of EVEREN Capital
Corporation, and each of us, do hereby constitute and appoint each and any of
James R. Boris, Stanley R. Fallis and Janet L. Reali our true and lawful
attorney and agent, with full power of substitution and resubstitution, to do
any and all acts and things in our name and behalf in any and all capacities
and to execute any and all instruments for us in our names in any and all
capacities, which attorney and agent may deem necessary or advisable to enable
said corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement, including specifically, but
without limitation, power and authority to sign for us or any of us in our
names in the capacities indicated below, any and all amendments (including
post-effective amendments) hereto; and we do hereby ratify and confirm all that
said attorney and agent, or his substitute, shall do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 21st day
of May, 1996 in the capacities indicated.
SIGNATURE TITLE
Chairman of the Board and Chief Executive
/s/ James R. Boris Officer (Principal Executive Officer)
- -----------------------------
James R. Boris
/s/ Stephen G. McConahey Director
- -----------------------------
Stephen G. McConahey
Senior Executive Vice President and Chief
/s/ Daniel D. Williams Financial Officer (Principal Financial Officer)
- -----------------------------
Daniel D. Williams
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Senior Vice President Controller and Chief
/s/ Thomas M. Mansheim Accounting Officer (Principal Accounting
- ---------------------------------- Officer)
Thomas M. Mansheim
/s/ William M. Daley Director
- ----------------------------------
William M. Daley
/s/ William T. Esrey Director
- ----------------------------------
William T. Esrey
/s/ Homer J. Livingston, Jr. Director
- ----------------------------------
Homer J. Livingston, Jr.
/s/ William C. Springer Director
- ----------------------------------
William C. Springer
8
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description of Exhibit Numbered Page
- ------ ---------------------- -------------
3.1 Restated Certificate of Incorporation of EVEREN
Capital Corporation ("EVEREN") (incorporated by
reference to Exhibit 3.1 to EVEREN's Current Report on
Form 8-K dated September 13, 1995 and filed on
September 27, 1995)
3.2 By-Laws of EVEREN (incorporated by reference to
Exhibit 3(i) to Quarterly Report on Form 10-Q, for the
quarter ended September 30, 1995 filed by EVEREN on
November 14, 1995)
5.1 Opinion of Kenneth A. Koranda regarding the legality
of any original issuance of the Voting Common Stock,
par value $.01 per share
10.1 The EVEREN Capital Corporation 1996 New Employee
Restricted Stock Purchase Plan
10.2 The EVEREN Capital Corporation 1996 Employee Periodic
Payroll Stock Purchase Plan
10.3 The EVEREN Capital Corporation 1996 Restricted Stock
Incentive Plan
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Kenneth A. Koranda (included in
Exhibit 5.1)
24 Power of Attorney (included on the signature pages of
the Registration Statement)
9
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EXHIBIT 5.1
OPINION OF KENNETH A. KORANDA REGARDING
THE LEGALITY OF ANY ORIGINAL ISSUANCE OF
THE VOTING COMMON STOCK OFFERED HEREBY
<PAGE> 2
May 21, 1996
EVEREN Capital Corporation
77 West Wacker Drive
Chicago, IL 60601
Ladies and Gentlemen:
I have acted as counsel to EVEREN Capital Corporation, a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") relating to the issuance and sale by
the Company, through the EVEREN Capital Corporation 1996 New Employee
Restricted Stock Purchase Plan, the EVEREN Capital Corporation 1996 Employee
Periodic Payroll Stock Purchase Plan, and the EVEREN Capital Corporation 1996
Restricted Stock Incentive Plan, of 5,000,000 shares of the Company's common
stock, par value $.01 per share (the "Shares").
I have examined the corporate proceedings of the Company in connection
with the Registration Statement and the transactions contemplated thereby, as
well as the Registration Statement and the exhibits thereto. I have also
examined originals or copies, certified or otherwise identified to my
satisfaction, of such other documents, evidence of corporate action and other
instruments and have made such other investigation of law and fact as I have
deemed necessary or appropriate for the purpose of this opinion. As to
questions of fact relevant to this opinion, I have relied upon certificates or
written statements from officers and other appropriate representatives of the
Company and its subsidiaries or public officials. In all such examinations, I
have assumed the genuineness of all signatures, the authority to sign, and the
authenticity of all documents submitted to me as originals. I have also
assumed the conformity with the originals of all documents submitted to me as
copies.
Based upon and subject to the foregoing, and to the qualifications
hereinafter specified, I am of the opinion, assuming effectiveness of the
Registration Statement under the Securities Act 1933, as amended, that:
The issuance of the Shares has been duly authorized and, when
issued and sold as contemplated by the Registration Statement,
such Shares will be legally issued, fully paid and
non-assessable.
<PAGE> 3
EVEREN Capital Corporation
Page 2
May 21, 1996
The opinion set forth herein relates solely to the laws of the State
of Illinois, the General Corporation Law of the State of Delaware and the
federal laws of the United States.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Kenneth A. Koranda
---------------------------------
Kenneth A. Koranda
Senior Vice President and
Senior Attorney
<PAGE> 1
EXHIBIT 10.1
EVEREN CAPITAL CORPORATION
1996 NEW EMPLOYEE RESTRICTED STOCK PURCHASE PLAN
<PAGE> 2
EXHIBIT 10.1
EVEREN CAPITAL CORPORATION
1996 NEW EMPLOYEE RESTRICTED STOCK PURCHASE PLAN
1. Purpose. EVEREN Capital Corporation, a Delaware corporation
(the "Company"), hereby adopts the EVEREN Capital Corporation 1996 New Employee
Restricted Stock Purchase Plan (the "Plan"). The purpose of the Plan is to
provide a one-time opportunity for certain new employees of the Company and its
qualified subsidiaries to purchase shares of common stock, par value $.01 per
share ("Common Stock"), of the Company for cash, thereby attracting, retaining
and rewarding such persons and strengthening the mutuality of interest between
such persons and the Company's stockholders. All of the shares purchased under
the Plan will initially be subject to vesting and transfer restrictions, as
more fully described in Section 7 below, so as to constitute shares of
restricted stock ("Restricted Stock").
2. Shares Subject to Plan. There is hereby reserved for issuance
under the Plan a maximum of (i) 500,000 shares of Common Stock of the Company
(the "Shares") and (ii) any Shares which may be reserved for issuance under the
Company's 1996 Restricted Stock Incentive Plan (the "Incentive Plan"), but
which are not actually issued pursuant thereto if the Committee (as defined
below) decides to designate such Shares as being reserved for issuance instead
under this Plan. Any Shares of Common Stock reserved for issuance hereunder
but not actually issued pursuant to the terms of this Plan may at any time be
designated by the Committee as being reserved for issuance under the Incentive
Plan.
The Shares may be authorized but unissued Common Stock, treasury
shares or Common Stock reacquired by the Company or purchased in the open
market. If any shares of Restricted Stock are forfeited in accordance with the
provisions of Section 7 below, such Shares shall again be made available under
the Plan.
3. Administration. The committee appointed to administer the
Plan (the "Committee") shall be the Compensation Committee of the board of
directors of the Company (the "Board of Directors" or "Board") or another
committee consisting of not less than two directors of the Company appointed by
the Board of Directors, and, if the Board of Directors has determined that the
Plan shall comply with Securities and Exchange Regulation 17 C.F.R. Section
240.16b-3 or any successor regulation, none of such persons shall participate
in the Plan and each such person shall qualify as a disinterested person within
the meaning of 17 C.F.R. Section 240.16b-3 or any successor regulation. The
Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper administration
of the Plan and to make such determinations and interpretations and to take
such action in connection with the Plan and any Shares made available hereunder
as it deems necessary or advisable. The Committee shall have the right to
determine prior to any "Offering Period" (as defined in Section 4 below) the
maximum number of shares of Restricted Stock which may be offered for purchase
by each eligible employee during the Offering Period and, if necessary, the
manner of allocating the Shares among eligible employees.
All determinations and interpretations made by the Committee shall be
binding and conclusive on all participating employees (each a "Participant")
and their legal representatives. No member of the Board, no member of the
Committee and no employee of the Company or any subsidiary shall be liable for
any act or failure to act hereunder, by any other member or employee or by any
agent to whom duties in connection with the administration of this Plan have
been delegated or, except in circumstances involving his or her bad faith,
gross negligence or fraud, for any act or failure to act by the member or
employee.
4. Eligibility. All regular full-time and part-time salaried
employees regularly scheduled to work 25 hours or more per week, as well as all
retail investment consultants, retail and institutional branch managers,
institutional salespersons and other commissioned employees of the Company and
its qualified subsidiaries, who were hired after July 1, 1995 and for all
practical purposes could not participate in the Company's Founders' Offering,
other than:
(a) salaried employees with annual base salaries less than
$50,000 at their date of hire;
<PAGE> 3
(b) investment consultant employees with trailing twelve
months production of less than $200,000 at their date of hire; and
(c) institutional salespersons, retail and institutional
branch managers and other commissioned employees with prior year W-2
compensation less than $100,000 at their date of hire,
(i.e. qualifying salaried, investment consultant and institutional salespersons
and other commissioned employees) shall be eligible to participate in the Plan
as of the first day of the "Offering Period" (i.e., the sixty-day period
beginning on the later of (a) the eligible employee's initial date of hire or
(b) the effective date of the Plan's adoption). For the purposes of this Plan,
the term "qualified subsidiary" means any subsidiary, 50% or more of the total
combined voting power of all classes of stock in which is now owned or
hereafter acquired by the Company or any such qualified subsidiary.
5. Participation. Prior to the last day of the Offering Period,
an eligible employee may elect to participate in the Plan by completing and
delivering to the Company's Compensation and Benefits Department (the
"Department") a participation election form on which the employee elects to
invest in (i.e., purchase for cash) shares of Restricted Stock at the "Purchase
Price" determined below. Such election form must be accompanied by the
employee's personal check (or, if required by the Department, a certified or
cashier's check or money order) payable to the order of the Company in the
amount of such aggregate Purchase Price. Each qualifying salaried, investment
consultant and other employee eligible to participate in the Plan will have a
right (as the case may be) to invest in Restricted Stock in an amount up to 50%
of his/her base salary (in the case of qualifying salaried employees), 20% of
his/her trailing twelve months production (in the case of investment consultant
employees) or 33-1/3% of his/her prior year W-2 compensation (in the case of
institutional salespersons, retail and institutional branch managers and other
employees paid on a commission basis), provided, however, that no Participant
may invest less than $1,000 or more than $200,000 in Restricted Stock. The
"Purchase Price" for shares of Restricted Stock purchased under the Plan shall
be 85% of the "Fair Value" of such shares as of 11:59 p.m., Chicago time on the
first day of the Offering Period (the "Valuation Date"). For purposes of this
Plan, the "Fair Value" of a share of Restricted Stock means:
(i) if shares of Common Stock are publicly traded, the
average closing price of a share of Common Stock
during the ten trading days immediately preceding the
Valuation Date; and
(ii) if shares of Common Stock are not publicly traded,
the Common Stock's appraised value (as determined by
the financial advisor to the Company's employee
stock ownership trust (the "KSOP Financial Advisor"))
most recently determined prior to the Valuation Date.
The Committee shall have the authority to establish a different Purchase Price,
from time to time, as it may determine.
1. Example: If new salaried employee ("A") joined the Company at a
$100,000 base salary, A would have the right, if A so chose, to invest
up to $50,000 for which A would receive Restricted Stock valued at
$58,824.
2. Example: If a retail investment consultant ("B") joined the Company
with a trailing twelve months production of $300,000, B would have the
right to invest up to $60,000 for which B would receive Restricted
Stock valued at $70,588.
3. Example: If new institutional salesperson ("C") joined the Company
with a prior year W-2 institutional sales compensation of $150,000,
regardless of the production that gave rise to such $150,000
compensation, C would have the right, if C so chose, to invest up to
$50,000 for which C would receive Restricted Stock valued at $58,824.
<PAGE> 4
Failure to submit an election form prior to the end of the Offering
Period will constitute an election not to participate in the Plan by an
eligible employee.
6. Purchase of Restricted Stock Shares. Regardless of when
election forms and funds are received by the Company, purchases of Restricted
Stock by Participants will be made on or as of the last business day of the
month in which a Participant timely submits a completed election form and
tenders payment of the aggregate Purchase Price (the "Share Purchase Date").
7. Terms and Conditions of Restricted Stock. All shares of
Restricted Stock sold to Participants under the Plan shall be subject to the
following terms and conditions and to such other terms and conditions, not
inconsistent with the Plan, as shall be prescribed by the Committee in its sole
discretion:
(a) General. The restrictions set forth in this Section
7 shall apply to all shares of Restricted Stock for the period (the
"Restricted Period") commencing on the Share Purchase Date and ending
on the earliest to occur of the following:
(1) the second anniversary of the Share Purchase
Date;
(2) the date of a "Change in Control" (as defined
below) of the Company or the qualified
subsidiary that is employing the Participant;
(3) the date, if any, on which the restrictions
set forth in this Section 7 lapse
pursuant to the provisions of Section 7(d)
below; or
(4) such date as the Committee may designate at
the Share Purchase Date.
The Committee may, at any time hereafter, reduce or terminate the
Restricted Period otherwise applicable to all or any portion of any Restricted
Stock purchased hereunder.
For purposes of this Plan, a "Change in Control" shall be deemed to
have occurred upon the first to occur of any of the following events (or any
other event recognized in writing by the Committee as constituting a "Change in
Control"):
(A) any consolidation or merger of the Company (or a
qualified subsidiary employer) in which the Company (or the qualified
subsidiary employer) is not the continuing or surviving corporation or
pursuant to which shares of the Company's Common Stock (or the
qualified subsidiary employer's common stock) would be converted into
cash, securities or other property, other than any consolidation or
merger of the Company (or a qualified subsidiary employer) in which the
holders of the Company's Common Stock (or the qualified subsidiary
employer's common stock) immediately prior to the consolidation or
merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the
consolidation or merger; or
(B) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company (or a qualified
subsidiary employer), other than any sale, lease, exchange or other
transfer to any entity where the Company (or the qualified subsidiary
employer) owns, directly or indirectly, at least eighty percent (80%)
of the outstanding voting securities of such entity after any such
transfer; or
(C) any liquidation or dissolution of the Company; or
(D) the date any person (as such term is used in Section
13(d) of the Securities Exchange Act of 1934, hereinafter the "1934
Act"), other than one or more trusts established by the Company or any
subsidiary of the Company for the benefit of employees of the Company
or
<PAGE> 5
its subsidiaries, shall become the beneficial owner (within the meaning
of Rule 13d-3 under the 1934 Act) of twenty percent (20%) or more of
the Company's outstanding Common Stock; or
(E) the failure, during any period of twenty-four (24)
consecutive months, of those individuals who at the beginning of such
period constitute the entire Board for any reason to constitute a
majority thereof unless the election, or the nomination for election
by the stockholders of the Company, of each new director comprising
the majority was approved by a vote of at least a majority of the
Continuing Directors as hereinafter defined, in office on the date of
such election or nomination for election of the new director. For
purposes hereof, a "Continuing Director" shall mean:
(i) any member of the Board immediately following
the consummation of the "KSOP Purchase" (as defined in the
prospectus included in the Registration Statement on Form S-1
filed by the Company with the Securities and Exchange
Commission (File No. 33-92686)) or
(ii) any director elected, or nominated for
election by the stockholders of the Company to fill any
vacancy or newly created directorship on the Board, by a
majority of the Continuing Directors then still in office.
(b) Forfeiture of Rights. Subject to the provisions of
Section 7(d) below, if a Participant terminates employment with the
Company or a qualified subsidiary prior to the end of the Restricted
Period for any reason, the Participant will forfeit any shares of
Restricted Stock that are not yet vested. A transfer from the Company
to a qualified subsidiary of the Company or affiliate, or vice versa,
is not a termination of employment for purposes of this Plan. If a
Participant's position is eliminated or his/her employment is
terminated for a reason other than "Cause" (as defined below), the
Participant will receive back, without interest, the aggregate Purchase
Price which was paid to purchase any unvested shares of Restricted
Stock. If the Participant resigns voluntarily (other than pursuant to
a "sunset arrangement" (as more fully described in Section 7(d)(iii)
below)) or the Participant is terminated for "Cause" (as defined below)
such Participant will forfeit any unvested shares of Restricted Stock
purchased by such Participant. For purposes of this Plan, a
termination for "Cause" shall be defined as (i) Participant's willful
malfeasance which is demonstrably and materially injurious, monetarily
or otherwise, to the Company or any of its subsidiaries, provided,
however, that any action or refusal to act by Participant shall not
constitute "Cause" if, in good faith, Participant believed such action
or refusal to act to be in, or not opposed to, the best interests of
the Company, or if Participant shall be entitled, under applicable law
or under the Certificate of Incorporation or By-Laws of the Company or
any subsidiary, as the same may be amended or restated from time to
time, to be indemnified with respect to such action or refusal to act;
(ii) Participant's bar or suspension from the securities industry for a
period in excess of ninety (90) days; (iii) Participant's conviction of
or plea of nolo contendere to a felony; or (iv) Participant's gross and
willful misconduct or act of dishonesty involving the Company or any of
its subsidiaries which reflects adversely on the Company or any of its
subsidiaries.
(c) Restrictions. A stock certificate representing the
number of shares of Restricted Stock sold to a Participant shall be
held by the Company (for the Participant's account) in Participant's
name (or if the Participant so requests in writing, in the
Participant's name jointly with a member of the Participant's family,
with right of survivorship). The Participant shall have all rights
and privileges of a stockholder as to such shares of Restricted Stock,
including (1) the right to receive dividends and (2) the right to vote
such shares of Restricted Stock except that, subject to the provisions
of Section 7(d) below, the following restrictions shall apply:
(i) the Participant shall not be entitled to
delivery of a stock certificate representing the shares of
Restricted Stock sold to the Participant hereunder until the
expiration of the Restricted Period;
<PAGE> 6
(ii) none of the shares of Restricted Stock may be
sold, transferred, assigned, pledged or otherwise encumbered
or disposed of during the Restricted Period; and
(iii) except as provided in Section 7(d) below, all
of the shares of Restricted Stock sold to the Participant
shall be forfeited and all rights of the Participant to such
shares of Restricted Stock shall terminate without further
obligation on the part of the Company or any subsidiary unless
the Participant has remained an employee of the Company or a
qualified subsidiary for the entire Restricted Period
applicable to such shares of Restricted Stock.
If the Participant has remained an employee of the Company or a
qualified subsidiary for the entire Restricted Period, such restrictions shall
lapse at the end of the Restricted Period. The Participant shall forfeit all
shares of Restricted Stock with respect to which such restrictions do not
lapse. Upon the forfeiture (in whole or in part) of shares of Restricted
Stock, such forfeited shares shall be transferred to the Company without
further action by the Participant. The Participant shall have the same rights
and privileges, and be subject to the same restrictions, with respect to any
shares received pursuant to Section 16 below.
(d) Termination of Employment.
(i) Disability. If a Participant ceases to be an
employee of the Company or a qualified subsidiary prior to the
end of the Restricted Period by reason of disability (as
defined below), all unvested shares of Restricted Stock sold to
such Participant shall immediately vest, all restrictions
applicable to such shares shall lapse, and the Restricted
Period shall end. A certificate for such shares shall be
delivered to the Participant in accordance with Section 8. For
purposes of this Section 7(d), the term "disability" shall mean
a total disability which continues for twelve (12) months and
is of a character which, in the sole judgment of the Department
(or for executive officers who are subject to Section 16 of the
1934 Act, the Committee) after receiving competent medical
advice, will permanently prevent the Participant from
performing on a full-time basis such duties as the Company or a
qualified subsidiary may reasonably assign to him/her
consistent with the duties which he/she was performing
immediately prior to the disability. For purposes of this
Plan, the Participant shall be deemed to have become disabled
on the date on which the Department (or the Committee) makes
its determination.
(ii) Death. If a Participant ceases to be an
employee of the Company or a qualified subsidiary prior to the
end of the Restricted Period by reason of the Participant's
death, any unvested shares of Restricted Stock sold to such
Participant shall vest, all restrictions applicable to such
shares shall lapse and the Restricted Period shall end. A
certificate for such shares shall be delivered to the
Participant's estate in accordance with Section 8 next below.
(iii) All Other Terminations. Subject to the next
succeeding sentence, if a Participant ceases to be an employee
of the Company or a qualified subsidiary prior to the end of
the Restricted Period for any reason other than disability or
death, the Participant shall immediately forfeit all of
his/her unvested of Restricted Stock. If the Participant
terminates employment on or after attaining age 65 or
attaining age 55 and having been employed by the Company, a
Company predecessor, a qualified subsidiary and/or Kemper
Corporation (or a Kemper affiliate) for ten or more years
("Normal Retirement") and the Participant thereafter remains
retired from the industry (a "sunset arrangement"), each share
of Restricted Stock purchased by the Participant will,
following such retirement, continue to vest during the
Restricted Period.
<PAGE> 7
(e) Legend on Certificates Deposited With Company. Each
certificate issued in respect of shares of Restricted Stock purchased
under the Plan which is registered in the name of the Participant and
deposited with the Company shall bear the following (or similar)
legend:
"The transferability of this certificate and the
shares of stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in the EVEREN Capital
Corporation 1996 New Employee Restricted Stock Purchase Plan and an
agreement entered into between the registered owner and EVEREN Capital
Corporation."
(f) Restricted Stock Agreement. The Participant shall
enter into an agreement with the Company in a form specified by the
Committee which memorializes the sale and purchase of Restricted Stock
and describes the terms and conditions of the Restricted Stock and
such other matters as the Committee shall, in its sole discretion,
determine.
8. Certificates. At the end of the Restricted Period, the
restrictions applicable to a Participant's shares of Restricted Stock shall
lapse as provided in Section 7(c) above or Section 7(d) above, but a stock
certificate for the number of shares of Restricted Stock with respect to which
the restrictions have lapsed shall not automatically be delivered, free of all
such restrictions, to the Participant or the Participant's estate (as the case
may be). Rather, certificates for whole shares of Common Stock (being formerly
shares of Restricted Stock) as to which the restrictions have lapsed shall
thereafter be issued as soon as practicable following a Participant's written
request. The Company may assess or impose a reasonable charge for the issuance
of such certificates. The Company shall not be required to deliver any
fractional share of Common Stock but will pay, in lieu thereof, the Fair Value
(determined as of the date on which the restrictions lapse or, if no
determination is made for that day, the most recently determined Fair Value) of
such fractional share to the Participant or the Participant's estate.
9. Dividends or Distributions. On each Common Stock dividend or
distribution payment date, each Participant shall be credited with an amount
equal to the dividend or distribution which is payable on that date with
respect to a share of Common Stock multiplied by the number of shares of
Restricted Stock held by the Participant. Such amounts shall be paid to the
Participant.
10. Rights Not Transferable. Rights granted under this Plan are
not transferable by a Participant other than by will or the laws of descent and
distribution, and are exercisable during an employee's lifetime only by the
Participant.
11. Employees' and Participants' Rights. No employee or other
person shall have any claim or right to purchase Restricted Stock under the
Plan except as provided in the Plan. Neither participation in the Plan, nor
the exercise of any right granted under the Plan, shall be made a condition of
employment, or of continued employment with the Company or any subsidiary.
Participation in the Plan does not limit the right of the Company or any
subsidiary to terminate a Participant's employment at any time or give any
right to a Participant to remain employed by the Company or any subsidiary in
any particular position or at any particular rate of remuneration.
12. Withholding Tax and/or Requiring Payment of Taxes. The
Company shall have the right to withhold with respect to any payments made to
Participants under the Plan any taxes required by law to be withheld with
regard to such payments and/or to require, prior to the delivery of any shares
of unrestricted Common Stock, payment by Participants of any taxes required by
law with respect to the issuance or delivery of such shares (or any portion
thereof) for which such taxes have not been withheld.
13. Section 83(b) Election. Each Participant under the Plan may,
but shall not be required to, make an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended ("Code") with respect to any purchase
of Restricted Stock.
14. Amendments and Termination. The Board of Directors may amend
the Plan at any time, provided that no such amendment that materially increases
benefits under the Plan shall be effective unless approved within
<PAGE> 8
12 months after the date of adoption of any such amendment by the affirmative
vote of stockholders holding the majority of the outstanding shares of Common
Stock entitled to vote if such stockholder approval is required for the Plan to
comply with the requirements of 17 C.F.R. Section 240.16b-3 (for periods
during which the Board of Directors has determined that the Plan shall comply
with 17 C.F.R. Section 240.16b-3). The Board of Directors may suspend the Plan
or discontinue the Plan at any time.
15. Applicable Laws. Notwithstanding any other provision of the
Plan, the Committee may subject shares of either Common Stock or Restricted
Stock transferred and/or purchased under the Plan to such conditions,
limitations or restrictions as the Committee determines to be necessary or
desirable to comply with any law or regulation or with the requirements of any
securities exchange. The delivery or issuance of any shares of Common Stock or
Restricted Stock may be postponed by the Company for such period as may be
required to comply with the applicable requirements under the Federal and state
securities laws, and any applicable listing requirements of any national
securities exchange (in the event the Company is or becomes subject to such
laws or requirements prior to the termination of this Plan) and with all
requirements under any other law or regulation applicable to the issuance or
delivery of such shares. Further, the Company shall not be obligated to
deliver or issue any shares of Common Stock or Restricted Stock if the delivery
or issuance of such shares shall constitute a violation of any provision of any
national securities exchange (in the event the Company becomes subject to the
provisions of such an exchange prior to the termination of this Plan) or any
law or regulation of any governmental authority. Sales of Shares under the
Plan are subject to, and shall be accomplished only in accordance with, the
requirements of all applicable securities and other laws.
16. Changes in Capitalization and Similar Changes. In the event
of any change in the outstanding shares of Common Stock by reason of any stock
dividend or split, recapitalization, merger, consolidation, combination or
exchange of shares or other similar corporate change, the maximum aggregate
number and class of shares which may be delivered under the Plan shall be
equitably adjusted by the Committee. Such determination of the Committee shall
be conclusive. Furthermore, if there is an adjustment in the number of shares,
no fraction of a share shall be delivered with respect to any award of
Restricted Stock, although the Company will pay, in lieu thereof, the Fair
Value (measured as of the date the restrictions lapse or, if no determination
is made for that day, the Fair Value most recently determined) of such
fractional share to the Participant or the Participant's estate. Any shares of
stock or other securities credited to a Participant with respect to the
Participant's shares of Restricted Stock will be subject to the same
restrictions and shall be deposited with the Company. Subject to the
provisions of Section 7 above, such stock, securities or other property shall
also be subject to the same restrictions as such Restricted Stock, and shall
bear an appropriate legend similar in form to the legend set forth in Section 7.
17. Expenses. Except to the extent provided in Sections 8 and 12
above, all expenses of administering the Plan, including expenses incurred in
connection with the purchase of Shares in the open market for sale to
Participants, shall be borne by the Company and its subsidiaries.
18. Arbitration of Disputes. Any dispute between the Company or
any of its affiliates and any Participant relating to this Plan shall be
submitted to arbitration before the National Association of Securities Dealers,
Inc. or the New York Stock Exchange, Inc. in accordance with its rules and
regulations.
19. Effective Date and Stockholder Approval. The Plan shall
become effective on April 15, 1996, subject to stockholder approval prior to
the sale of any shares of Restricted Stock under the Plan. The Plan and any
action taken hereunder shall be null and void if stockholder approval is not
obtained within 12 months of the Plan's adoption.
<PAGE> 1
EXHIBIT 10.2
EVEREN CAPITAL CORPORATION
1996 EMPLOYEE PERIODIC PAYROLL STOCK PURCHASE PLAN
<PAGE> 2
EXHIBIT 10.2
EVEREN CAPITAL CORPORATION
1996 EMPLOYEE PERIODIC PAYROLL STOCK PURCHASE PLAN
1. Purpose. EVEREN Capital Corporation, a Delaware corporation
(the "Company"), hereby adopts the EVEREN Capital Corporation 1996 Employee
Periodic Payroll Stock Purchase Plan (the "Plan"). The purpose of the Plan is
to provide an opportunity for the employees of the Company and any qualified
subsidiaries to purchase shares of the common stock, par value $.01 per share
("Common Stock"), of the Company through voluntary automatic payroll deductions
and cash contributions, thereby attracting, retaining and rewarding such
persons and strengthening the mutuality of interest between such persons and
the Company's stockholders.
2. Shares Subject to Plan. An aggregate of 500,000 shares (the
"Shares") of Common Stock of the Company may be sold pursuant to the Plan.
Such Shares may be authorized but unissued Common Stock, treasury shares or
Common Stock reacquired by the Company or purchased in the open market.
3. Administration. The Plan shall be administered by a committee
(the "Committee") which shall be the Compensation Committee of the board of
directors (the "Board of Directors" or "Board") or another committee consisting
of not less than two directors of the Company appointed by the Board of
Directors, and, if the Board of Directors has determined that the Plan shall
comply with Securities and Exchange Regulation 17 C.F.R. Section 240.16b-3 or
any successor regulation, none of such persons shall participate in the Plan
and each such person shall qualify as a disinterested person within the meaning
of 17 C.F.R. Section 240.16b-3 or any successor regulation. The Committee is
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper administration of the Plan and
to make such determinations and interpretations and to take such action in
connection with the Plan and any Shares made available hereunder as it deems
necessary or advisable. The Committee shall have the right to determine prior
to any Offering Period (as defined in Section 8 below) the maximum number of
Shares which may be offered during the Offering Period and the manner of
allocating the Shares among eligible employees.
All determinations and interpretations made by the Committee shall be
binding and conclusive on all participating employees (each a "Participant")
and their legal representatives. No member of the Board, no member of the
Committee and no employee of the Company or any subsidiary shall be liable for
any act or failure to act hereunder, by any other member or employee or by any
agent to whom duties in connection with the administration of this Plan have
been delegated or, except in circumstances involving his or her bad faith,
gross negligence or fraud, for any act or failure to act by the member or
employee.
4. Eligibility. All regular full and part-time employees of the
Company, and of each qualified subsidiary of the Company, other than:
(a) employees whose customary employment is 20 hours or
less per week; and
(b) any employee who, immediately after any purchase of
shares would own stock possessing 5% or more of the total combined
voting power or value of all classes of stock of the Company
shall be eligible to participate in the Plan as of the first "Enrollment Date"
(as defined in Section 5 below) immediately following the later of (a) the
eligible employee's initial date of hire or (b) the effective date of the
Plan's adoption. For the purposes of this Plan, the term "qualified
subsidiary" means any subsidiary, 50% or more of the total combined voting
power of all classes of stock of which is now owned or hereafter acquired by
the Company or any such qualified subsidiary. For purposes of this Section 4,
the provisions of Section 424(d) of the Internal Revenue Code of 1986, as
amended (the "Code"), shall apply in determining the stock ownership of an
employee, and the shares which an employee may purchase under outstanding
rights or options shall be treated as shares owned by the employee.
<PAGE> 3
5. Participation. Prior to any "Enrollment Date" an eligible
employee may elect to participate in the Plan as of such date. Enrollment
Dates shall occur on the first day of each Offering Period (as defined in
Section 8). Any such election shall be made by completing and delivering to
the Company's Compensation and Benefits Department (the "Department") an
enrollment and payroll deduction authorization form prior to such Enrollment
Date, authorizing payroll deductions in such amounts as the employee may
request but in no event less than any minimum nor more than any maximum amounts
specified from time to time by the Committee. During an Offering Period, a
Participant may at any time, but effective as of the second immediately
following payroll period, increase or decrease his/her payroll deductions with
respect to the Offering Period by completing and delivering to the Department a
revised payroll deduction authorization form; provided, that (a) changes in
payroll deductions shall not be permitted to the extent that they would result
in total payroll deductions below any minimum or above any maximum amounts
specified by the Committee; and (b) an eligible employee who elects not to
participate in the Plan through payroll deductions as of any Enrollment Date
may not participate through payroll deductions in the Plan until the next
Enrollment Date (at which time the filing of a new election form in accordance
with this Section 5 will be required).
Regardless of an eligible employee's election to participate in the
Plan through payroll deductions, any eligible employee may also participate in
the Plan at any time during an Offering Period by making periodic cash
contributions to the Plan during such period through the delivery to the
Department of a personal check for the amount of each contribution. Subject to
the right-to-purchase limitation described in Section 8(b) below, the monthly
cash contribution made by any Participant or eligible employee through a
payroll deduction shall be no less than $50 and no more than $1,650.
6. Payroll Deduction and Cash Contribution Accounts. The Company
shall establish on its books and records a "Payroll Deduction Account" for each
Participant and shall credit to such account all payroll deductions made on
behalf of each Participant and all cash dividends paid on Shares held in the
Participant's Plan Share Account (as described in Sections 10 and 11 below).
No interest shall be credited to any Payroll Deduction Account. All cash
dividends paid on shares of Company Stock held in a Participant's brokerage or
Plan Share Account (as described in Section 10 below) will be deposited into
the Participant's Payroll Deduction Account.
The Company shall also establish on its books and records a separate
"Cash Contribution Account" for each Participant and credit to such account all
voluntary cash contributions made by the Participant during an Offering Period.
No interest shall be credited to any Cash Contribution Account.
7. Withdrawal. The termination of a Participant's employment
with the Company or any designated subsidiary will constitute a withdrawal from
the Plan, and payroll deductions on behalf of the Participant will be
discontinued commencing with the Participant's last payroll period while still
employed and no periodic cash contributions will be accepted following any such
termination of employment. A non- terminated Participant may withdraw from an
Offering Period at any time by completing and delivering a written notice to
the Company. Upon receipt of such notice, payroll deductions on behalf of the
Participant shall be discontinued commencing with the second immediately
following payroll period. Amounts credited to the Payroll Deduction or Cash
Contribution Account of any Participant who withdraws or ceases to participate
in the Plan (including any employee who ceases to participate in the Plan for a
non-termination of employment reason (e.g., a prolonged leave of absence))
shall be used to purchase Shares as described in Section 9 below. An employee
may resume participation in the Plan at the next Enrollment Date, by filing a
new election form in accordance with Section 5.
8. Offering Periods. The Plan shall be implemented by
consecutive three-month Offering Periods with a new Offering Period commencing
on the first day (or, for periods during which the Board of Directors has
determined that the Plan shall comply with 17 C.F.R. Section 240.16b-3, the
first trading day occurring on or after the first day) of each January, April,
July and October during the term of the Plan, or on such other date as the
Committee shall determine, and continuing thereafter to the end of such period,
subject to termination in accordance with Section 17 hereof. Notwithstanding
the foregoing, the first Offering Period hereunder shall commence on the first
day of the first month following the effectiveness of a Federal registration
statement filed under the Securities Act of 1933 with respect to securities
which may be issued pursuant to this Plan and shall end on the first to occur
of the following days during such calendar year: June 30th, September 30th or
December 31st. "Trading day" shall mean
<PAGE> 4
a day on which the New York Stock Exchange is open for trading. The Committee
shall have the power to change the duration of Offering Periods (including the
commencement dates thereof) with respect to future offerings. The last day (or
trading day, for periods during which the Board of Directors has determined
that the Plan shall comply with 17 C.F.R. Section 240.16b-3) of each Offering
Period prior to the termination of the Plan (or such other trading date as the
Committee shall determine) shall constitute the purchase date (the "Share
Purchase Date") on which each Participant for whom a Payroll Deduction Account
or Cash Contribution Account has been maintained shall purchase the number of
Shares determined under Section 9(a). Notwithstanding the foregoing, the
Company shall not permit the exercise of any right to purchase Shares:
(a) by an employee who, immediately after such purchase
would own shares possessing 5% or more of the total combined voting
power or value of all classes of stock of the Company; or
(b) which would permit an employee's rights to purchase
shares under this Plan, or under any other qualified employee stock
purchase plan maintained by the Company or any parent or subsidiary of
the Company, to accrue at a rate in excess of $25,000 of the fair
market value of such shares determined at the time such rights are
granted for each calendar year in which the right is outstanding at
any time.
For the purposes of paragraph (a), the provisions of Code Section 424(d) shall
apply in determining the stock ownership of an employee, and the shares which
an employee may purchase under outstanding rights or options shall be treated
as shares owned by the employee.
9. Purchase of Shares.
(a) Subject to the limitations set forth in Sections 5,7
and 8, each Participant who is participating in the Plan as of any
Enrollment Date shall purchase from the Company as many whole Shares
(plus any fractional interest in a Share) as may be purchased with the
combined amounts credited to his or her Payroll Deduction and Cash
Contribution Accounts as of the day immediately preceding the
applicable Share Purchase Date (or such other date as the Committee
shall determine) (the "Cutoff Date"). Participants may purchase
Shares only through payroll deductions and cash contributions to such
accounts.
(b) The "Purchase Price" for Shares purchased under the
Plan from the Participant's Payroll Deduction Account shall be 92.5%
of the fair market value of shares of Common Stock on the Share
Purchase Date. The Purchase Price for shares purchased from a
Participant's Cash Contribution Account will be 100% of the fair
market value of such shares as of the Share Purchase Date (or such
different purchase price established by the Committee that complies
with the provisions of Code Section 423). For this purpose, the fair
market value shall be the value on such date as determined by the
independent financial advisor to the trust of the Company's employee
stock ownership plan (the "KSOP Financial Advisor"), unless the Board
of Directors has determined that the Plan shall comply with 17 C.F.R.
Section 240.16b-3, in which case the fair market value shall be the
closing price for such date as reported in The Wall Street Journal,
Midwest Edition. The Committee shall have the authority to establish
a different Purchase Price as long as any such Purchase Price complies
with (i)the provisions of Section 423 of the Code and (ii) 17 C.F.R.
Section 240.16b-3 if the Board of Directors has determined that the
Plan shall comply with such rule.
(c) On each Share Purchase Date, the amount credited to
each Participant's Payroll Deduction and Cash Contribution Accounts as
of the immediately preceding Cutoff Date shall be applied to purchase
as many whole Shares (plus any fractional interest in a Share) as may
be purchased with such amount at the applicable Purchase Price. Any
amounts remaining in a Participant's Payroll Deduction Account and/or
Cash Contribution Account as of the relevant Cutoff Date in excess of
the amount that may properly be applied to the purchase of Shares
shall be refunded to the Participant as soon as practicable.
<PAGE> 5
10. Brokerage Accounts or Plan Share Accounts. By enrolling in
the Plan, each Participant shall be deemed to have authorized the establishment
of a brokerage account on his or her behalf at any securities brokerage firm
(including, without limitation, any Company affiliate) selected by the
Department. Alternatively, the Department may provide for Plan share accounts
("Plan Share Accounts") for Participants to be established by the Company or by
an outside entity selected by the Department which is not a brokerage firm.
Shares purchased by a Participant pursuant to the Plan shall be held in the
Participant's brokerage or Plan Share Account in street name, or if the
employee so indicates on his or her payroll deduction authorization form, in
the Participant's name or the Participant's name jointly with a member of the
Participant's family, with right of survivorship.
11. Rights as Stockholder. A Participant shall have no rights as
a stockholder with respect to Shares which may be issued under this Plan until
payment for such Shares has been completed at the close of business on the
relevant Share Purchase Date. Cash dividends paid on Shares held in a
Participant's Plan Share Account will be deposited into the Participant's
Payroll Deduction Account and used to purchase Shares as described in Section 9.
12. Certificates. Certificates for Shares purchased under the
Plan will not be issued automatically. However, certificates for whole Shares
purchased shall be issued as soon as practicable following a Participant's
written request. The Company may assess or impose a reasonable charge for the
issuance of such certificates. Fractional interests in Shares shall be carried
forward in a Participant's Plan Share Account until they equal one whole Share
or until the termination of the Participant's participation in the Plan, in
which event an amount in cash equal to the value of such fractional interest
shall be paid to the Participant in cash. If a share certificate is issued to
a Participant, the Participant will be required to notify the Company of
his/her disposition of such shares, if his/her disposition occurs within time
periods established by the Company.
13. Rights Not Transferable. Rights granted under this Plan are
not transferable by a Participant other than by will or the laws of descent and
distribution, and are exercisable during an employee's lifetime only by the
Participant.
14. Employment Rights. Neither participation in the Plan, nor the
exercise of any right granted under the Plan, shall be made a condition of
employment, or of continued employment with the Company or any subsidiary.
Participation in the Plan does not limit the right of the Company or any
subsidiary to terminate a Participant's employment at any time or give any
right to a Participant to remain employed by the Company or any subsidiary in
any particular position or at any particular rate of remuneration.
15. Application of Funds. All funds received by the Company for
Shares sold by the Company on any Share Purchase Date pursuant to this Plan may
be used for any corporate purpose.
16. Withholding Tax and/or Requiring Payment of Taxes. The
Company shall have the right to withhold with respect to any payments made to
Participants under the Plan any taxes required by law to be withheld with
regard to such payments and/or to require, prior to the delivery of any shares
of Common Stock, payment by Participants of any taxes required by law with
respect to the issuance of delivery of such shares (or any portion thereof) for
which such taxes have not been withheld.
17. Amendments and Termination. The Board of Directors may amend
the Plan at any time, provided that no such amendment shall be effective unless
approved within 12 months after the date of adoption of such amendment by the
affirmative vote of stockholders holding the majority of the outstanding shares
of Common Stock entitled to vote if such stockholder approval is required for
the Plan to continue to comply with Code Section 423 and/or, for periods during
which the Board of Directors has determined that the Plan shall comply with 17
C.F.R. Section 240.16b-3, the requirements of 17 C.F.R. Section 240.16b-3. The
Board of Directors may suspend the Plan or discontinue the Plan at any time.
Upon termination of the Plan, all payroll deductions shall cease and all
amounts then credited to the Participants' Payroll Deduction Accounts shall be
equitably applied to the purchase of whole Shares then available for sale, and
any remaining amounts shall be promptly refunded to the Participants.
<PAGE> 6
18. Applicable Laws. This Plan, and all rights granted hereunder,
are intended to meet the requirements of an "employee stock purchase plan"
under Code Section 423, as from time to time amended, and the Plan shall be
construed and interpreted to accomplish this intent. The delivery or issuance
of any shares of Common Stock may be postponed by the Company for such period
as may be required to comply with the applicable requirements under the Federal
and state securities laws, and any applicable listing requirements of any
national securities exchange (in the event the Company is or becomes subject to
such laws or requirements prior to the termination of this Plan) and with all
requirements under any other law or regulation applicable to the issuance or
delivery of such shares. Further, the Company shall not be obligated to
deliver or issue any shares of Common Stock if the delivery or issuance of such
shares shall constitute a violation of any provision of any national securities
exchange (in the event the Company becomes subject to the provisions of such an
exchange prior to the termination of this Plan) or any law or regulation of any
governmental authority. Sales of Shares under the Plan are subject to, and
shall be accomplished only in accordance with, the requirements of all
applicable securities and other laws.
19. Changes in Capitalization and Similar Changes. In the event
of any change in the outstanding shares of Common Stock by reason of any stock
dividend or split, recapitalization, merger, consolidation, combination or
exchange of shares or other similar corporate change, the maximum aggregate
number and class of shares available for sale under the Plan shall be equitably
adjusted by the Committee. Such determination of the Committee shall be
conclusive.
20. Expenses. Except to the extent otherwise provided herein, all
expenses of administering the Plan, including expenses incurred in connection
with any purchase of Shares in the open market for sale to Participants, shall
be borne by the Company and its subsidiaries.
21. Arbitration of Disputes. Any dispute between the Company or
any of its affiliates and any Participant relating to this Plan shall be
submitted to arbitration before the National Association of Securities Dealers,
Inc. or the New York Stock Exchange, Inc. in accordance with its rules and
regulations.
22. Effective Date and Stockholder Approval. The Plan shall
become effective on April 15, 1996, subject to stockholder approval prior to
the sale of any shares of Common Stock under the Plan. The Plan and any action
taken hereunder shall be null and void if stockholder approval is not obtained
within 12 months of the Plan's adoption.
<PAGE> 1
EXHIBIT 10.3
EVEREN CAPITAL CORPORATION
1996 RESTRICTED STOCK INCENTIVE PLAN
<PAGE> 2
EXHIBIT 10.3
EVEREN CAPITAL CORPORATION
1996 RESTRICTED STOCK INCENTIVE PLAN
1. Purpose. EVEREN Capital Corporation, a Delaware corporation (the
"Company"), hereby adopts the EVEREN Capital Corporation 1996 Restricted Stock
Incentive Plan (the "Plan"). The purpose of the Plan is to provide
opportunities for the transfer of common stock, par value $.01 per share
("Common Stock"), of the Company which is initially subject to vesting and
transfer restrictions to certain employees of the Company and its qualified
subsidiaries, thereby attracting, retaining and rewarding such persons and
strengthening the mutuality of interest between such persons and the Company's
stockholders. All of the shares set aside for transfer to such persons under
the Plan will initially be subject to vesting and transfer restrictions, as
more fully described in Section 7 below, so as to constitute shares of
restricted stock ("Restricted Stock").
2. Shares Subject to Plan. There is hereby reserved for issuance
under the Plan a maximum of (i) 4,000,000 shares of Common Stock of the Company
(the "Shares") and (ii) any shares of Common Stock which may be reserved for
issuance under the Company's 1996 New Employee Restricted Stock Purchase Plan
(the "New Employee Plan"), but which are not actually issued pursuant thereto
if the Committee (as defined below) decides to designate such shares as being
reserved for issuance instead under this Plan. Any shares of Common Stock
reserved for issuance hereunder but not actually issued pursuant to the terms
of this Plan may at any time be designated by the Committee as being reserved
for issuance under the New Employee Plan.
The Shares may be authorized but unissued Common Stock, treasury
shares or Common Stock reacquired by the Company or purchased in the open
market. If any shares of Restricted Stock are forfeited in accordance with the
provisions of Section 7 below, such Shares shall again be made available under
the Plan.
3. Administration. The committee appointed to administer the
Plan (the "Committee") shall be the Compensation Committee of the board of
directors of the Company (the "Board of Directors" or "Board") or another
committee consisting of not less than two directors of the Company appointed by
the Board of Directors, and, if the Board of Directors has determined that the
Plan shall comply with Securities and Exchange Regulation 17 C.F.R. Section
240.16b-3 or any successor regulation, none of such persons shall participate
in the Plan and each such person shall qualify as a disinterested person within
the meaning of 17 C.F.R. Section 240.16b-3 or any successor regulation. The
Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper administration
of the Plan and to make such determinations and interpretations and to take
such action in connection with the Plan and any Shares made available
hereunder as it deems necessary or advisable. The Committee shall have the
right to determine prior to any calendar year the maximum number of shares of
Restricted Stock which may be awarded to each eligible employee for such
calendar year and, if necessary, the manner of allocating the Shares among
eligible employees.
All determinations and interpretations made by the Committee shall be
binding and conclusive on all participating employees (each a "Participant")
and their legal representatives. No member of the Board, no member of the
Committee and no employee of the Company or any subsidiary shall be liable for
any act or failure to act hereunder, by any other member or employee or by any
agent to whom duties in connection with the administration of this Plan have
been delegated or, except in circumstances involving his or her bad faith,
gross negligence or fraud, for any act or failure to act by the member or
employee.
4. Eligibility. All regular full-time and part-time salaried
employees regularly scheduled to work 25 hours or more per week of the Company
and its qualified subsidiaries who receive or are entitled to receive incentive
pay will participate on a non-voluntary basis, or be eligible to participate on
a voluntary basis, in the Plan as described in Sections 5 and 6 below and
Appendix A attached hereto and incorporated by reference herein ("Appendix A")
with respect to portions of such incentive pay. Employees who desire to
participate voluntarily in the Plan with respect to a portion of the incentive
compensation to which they may become entitled with respect to any entire
calendar year (or, in certain cases, July through December, 1996) must
<PAGE> 3
complete and deliver to the Company's Compensation and Benefits Department (the
"Department") the appropriate participation election form (each, an "Election
Form") not later than the date set forth in Section 6 below. All salaries,
draws, base grid investment consultant payouts and non-recurring special
purpose bonuses, if any, will be paid solely in cash and will not be eligible
for awards of Restricted Stock under the Plan. For purposes of the Plan, the
term "qualified subsidiary" means any subsidiary, 50% or more of the total
combined voting power of all classes of stock in which is now owned or
hereafter acquired by the Company or any such qualified subsidiary.
5. Restricted Stock Awards. Not later than the last day of
February of each year (each such date, an "Award Date"), each Participant will
receive one or more awards of Restricted Stock (each, an "Award") in place of
certain portion(s) of such Participant's incentive compensation attributable to
the prior calendar year, as described in Section 6 below and Appendix A. The
number of shares of Restricted Stock to be received in any Award will be
determined by (a) dividing (i) the cash amount of the incentive compensation
being replaced by (ii) the "Fair Value" (as defined below) of one share of
Common Stock as of 11:59 P.M., Chicago time, on December 31 of the year
immediately preceding the Award Date (i.e., of the year to which such incentive
compensation is attributable) (the "Determination Date"), (b) further dividing
the resultant quotient by (iii) one minus the discount rate, if any, applicable
to such form of incentive compensation under Section 6 below and (c) rounding
to the nearest whole number of Shares.
For purposes of the Plan, the "Fair Value" of one share of Common
Stock means:
(i) if shares of Common Stock are publicly traded, the
average closing price of a share of Common Stock during the ten trading days
immediately preceding the Determination Date; and
(ii) if shares of Common Stock are not publicly traded,
the Common Stock's appraised value (as determined by the financial advisor to
the Company's employee stock ownership trust (the "KSOP Financial Advisor")) as
of the Determination Date.
6. Participation and Discount Rates. The incentive compensation
receivable by various categories of employees qualifying for participation in
the Plan, and the discount rates, if any, that will be used in calculating the
number of shares of Restricted Stock included in any Award (unless the
Committee determines a different percentage, which it may from time to time
do), are as follows:
(a) Investment Consultant Employees.
(i) The first two percent (2%) of eligible gross
commissions otherwise to be credited to an
investment consultant employee as deferred
compensation for 1996 and each subsequent
calendar year shall be paid, on a non-
voluntary basis, in Restricted Stock priced
at no discount to (i.e., 100% of) Fair Value.
Notwithstanding the provisions of Section 7,
vesting of such shares of Restricted Stock
shall be the same as if such incentive
deferred compensation had continued to be
credited in cash. Any deferred compensation
in excess of two percent (2%) of eligible
gross commissions otherwise creditable to an
investment consultant shall continue to be
credited in cash as provided for in the
applicable schedule to the Kemper Securities,
Inc. Incentive Deferred Compensation Plan
(the "Deferred Compensation Plan").
(ii) Each investment consultant may voluntarily
elect, on a timely basis, for any entire
calendar year (or for July through December,
1996) to have twenty-five percent (25%) of
his/her monthly bonus grid compensation, if
any, withheld, accumulated throughout the
year and paid in Restricted Stock priced at a
fifteen percent (15%) discount to (i.e., 85%
of) Fair Value. To be timely, an investment
consultant employee's completed Election Form
under this section 6(a)(ii) must be delivered
to the Department not later than December 15
of the
<PAGE> 4
year preceding the entire year to which such
election relates (not later than June 15,
1996 for the July through December, 1996
period).
(b) Bonus Eligible Salaried Employees.
(i) Each bonus eligible salaried employee whose
salary and regular annual bonus attributable
to a calendar year exceeds $100,000 will
receive, on a non-voluntary basis,
twenty-five percent (25%) of such employee's
bonus beyond such threshold in Restricted
Stock priced at a twenty percent (20%)
discount to (i.e., 80% of) Fair Value.
(ii) Each bonus eligible salaried employee whose
annual base salary is $50,000 or more but
whose combined salary and bonus attributable
to a calendar year may not exceed $100,000
may voluntarily elect, on a timely basis, to
have ten percent (10%) of such employee's
bonus, if any, for the current year paid in
Restricted Stock priced at a twenty percent
(20%) discount to (i.e., 80% of) Fair Value.
To be timely, a salaried employee's completed
Election Form under this Section 6(b) (ii)
must be delivered to the Department not later
than December 15 of the year to which such
bonus is attributable. Any employee electing
under this Section 6(b)(ii) who also
qualifies for an Award of Restricted Stock
under Section(6)(b)(i) will receive only one
Award under the Section that produces the
greater Award in terms of the number of
shares of Restricted Stock subject to such
Award.
(c) Branch Office Manager Employees.
(i) Each branch office manager employee ("BOM"),
retail or institutional, whose combined BOM
salary and BOM bonus(es) (e.g., profit
bonuses, recruiting bonuses, trainee bonuses
and other BOM bonuses) exceeds $100,000 for
any calendar year (exclusive of any base or
bonus grid commissions or incentive deferred
compensation payable or creditable to such
employee as an investment consultant or other
institutional sales employee based on such
employee's personal production) will have, on
a non-voluntary basis, twenty-five percent
(25%) of any BOM bonuses beyond such
threshold withheld, accumulated throughout
the year, and paid in Restricted Stock priced
at a twenty percent (20%) discount to (i.e.,
80% of) Fair Value.
(ii) Each BOM whose combined BOM salary and BOM
bonuses attributable to a particular calendar
year may not exceed $100,000 may voluntarily
elect, on a timely basis, to have twenty-five
percent (25%) of any such BOM bonuses for the
current year paid in Restricted Stock priced
at a twenty percent (20%) discount to (i.e.,
80% of) Fair Value. To be timely, a BOM's
completed Election Form under this Section
6(c)(ii) must be delivered to the Department
not later than December 15 of the year to
which such BOM bonus(es) is(are)
attributable.
(iii) Each BOM eligible to receive one or more
Awards of Restricted Stock as an investment
consultant or an institutional sales
employee, on a non-voluntary or voluntary
basis under Section 6(a) or 6(d),
respectively, with respect to such BOM's
personal production, would continue to be
eligible for and to receive such Awards,
regardless of any Awards of Restricted Stock
received under this Section 6(c).
(d) Institutional Sales Employees.
<PAGE> 5
(i) The first two percent (2%) of eligible gross
commissions otherwise to be credited to an
institutional sales employee as incentive
deferred compensation for 1996 and each
subsequent calendar year shall be paid, on a
non-voluntary basis, in Restricted Stock
priced at no discount to (i.e., 100% of) Fair
Value. Notwithstanding the provisions of
Section 7, vesting of such shares of
Restricted Stock shall be the same as if such
deferred compensation had continued to be
credited in cash. Any incentive deferred
compensation in excess of two percent (2%) of
eligible gross commissions otherwise
creditable to an institutional sales employee
shall continue to be credited in cash as
provided for in the applicable schedule to
the Deferred Compensation Plan.
(ii) Each institutional sales employee may
voluntarily elect, on a timely basis, for any
entire calendar year (or for July through
December, 1996), to have twenty-five percent
(25%) of any commission compensation to which
such employee becomes entitled that exceeds
$100,000 for the calendar year (including for
1996 commission compensation attributable to
January through June, 1996) withheld,
accumulated throughout the year and paid in
Restricted Stock priced at a fifteen percent
(15%) discount to (i.e., 85% of) Fair Value.
To be timely, an institutional sales
employee's completed Election Form under this
Section 6(d)(ii) must be delivered to the
Department not later than December 15 of the
year preceding the year to which such
election relates (not later than June 15,
1996 for the July through December, 1996
period).
(e) Other Incentive Arrangement Employees. Employees not
covered by Sections 6(a) through (d) above with periodic
incentive arrangements (each, an "Other Incentive Arrangement
Employee") may voluntarily elect, on a timely basis, for any
entire calendar year (or for July through December, 1996) to
have twenty-five percent (25%) of any incentive compensation
to which such employee becomes entitled that, when combined
with salary or draw, exceeds $100,000 for the calendar year
(including for 1996 salary and incentive compensation
attributable to January through June, 1996) withheld,
accumulated throughout the year and paid in Restricted Stock
priced at a fifteen percent (15%) discount to (i.e., 85% of)
Fair Value. To be timely, an Other Incentive Arrangement
Employee's completed Election Form under this Section 6(e) must
be delivered to the Department not later than December 15 of
the year preceding the year to which such election relates (not
later than June 15, 1996 for the July through December, 1996
period).
7. Terms and Conditions of Restricted Stock. All shares of
Restricted Stock awarded to Participants under the Plan shall be subject to the
following terms and conditions and to such other terms and conditions, not
inconsistent with the Plan, as shall be prescribed by the Committee in its sole
discretion:
(a) General. Except as provided in Sections 6(a)(i) and
6(d)(i) above, the restrictions set forth in this Section 7 shall
apply to the shares of Restricted Stock subject to each Award for the
period (the "Restricted Period") commencing on the Award Date and
ending on the earliest to occur of the following:
(1) the second anniversary of the Award Date if,
as of the Award Date, the Participant has at
least five "Years of Service" with the
Company, a Company subsidiary, a predecessor
of either and/or Kemper Corporation (or a
Kemper affiliate) (or the third anniversary
of such date if the Participant does not have
five Years of Service with one or more of the
entities as of such date);
(2) the date of a "Change in Control" (as defined
below) of the Company or the qualified
subsidiary that is employing the Participant;
<PAGE> 6
(3) the date the Participant's employment
terminates because of the Participant's death
or disability; or
(4) such date as the Committee may designate at
the Award Date.
For purposes of the Plan, a "Year of Service" shall be determined in
the same manner a "Year of Service" would be determined for vesting purposes
under the Company's 401(k) and Employee Stock Ownership Plan (taking into
account all rules set forth in such document which are applicable to the
determination (e.g., applicable break-in-service rules)). Unless the
Restricted Period has already ended, not later than December 15th of the
calendar year preceding the year in which the Restricted Period is scheduled to
expire pursuant to Section 7(a)(1) above, each Participant will have the right
to deliver to the Department an appropriate form of written direction to extend
such scheduled expiration date for one year (the "Extended Restricted Period").
If a Participant elects one or more Extended Restricted Periods, all of the
vesting and transfer restrictions outlined in this Section 7 will apply to the
Participant's Restricted Stock during each Extended Restricted Period. The
Committee may, at any time hereafter, reduce or terminate any Restricted Period
or Extended Restricted Period.
For purposes of this Plan, a "Change in Control" shall be deemed to
have occurred upon the first to occur of any of the following events (or any
other event recognized in writing by the Committee as constituting a "Change in
Control"):
(A) any consolidation or merger of the Company (or a
qualified subsidiary employer) in which the Company (or the qualified
subsidiary) is not the continuing or surviving corporation or pursuant
to which shares of the Company's Common Stock (or the qualified
subsidiary employer's common stock) would be converted into cash,
securities or other property, other than any consolidation or merger
of the Company (or a qualified subsidiary employer) in which the
holders of the Company's Common Stock (or the qualified subsidiary
employer's common stock) immediately prior to the consolidation or
merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the consolidation or merger;
or
(B) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company (or a qualified
subsidiary employer) other than any sale, lease, exchange or other
transfer to an entity where the Company (or the qualified
subsidiary employer) owns, directly or indirectly, at least eighty
percent (80%) of the outstanding voting securities of such entity
after any such transfer; or
(C) any liquidation or dissolution of the Company; or
(D) the date any person (as such term is used in Section
13(d) of the Securities Exchange Act of 1934, hereinafter the "1934
Act"), other than one or more trusts established by the Company or any
subsidiary of the Company for the benefit of employees of the Company
or its subsidiaries, shall become the beneficial owner (within the
meaning of Rule 13d-3 under the 1934 Act) of twenty percent (20%) or
more of the Company's outstanding Common Stock; or
(E) the failure, during any period of twenty-four (24)
consecutive months, of those individuals who at the beginning of such
period constitute the entire Board for any reason to constitute a
majority thereof unless the election, or the nomination for election
by the stockholders of the Company, of each new director comprising
the majority was approved by a vote of at least a majority of the
Continuing Directors as hereinafter defined, in office on the date of
such election or nomination for election of the new director. For
purposes hereof, a "Continuing Director" shall mean:
(i) any member of the Board immediately following
the consummation of the "KSOP Purchase" (as
defined in the prospectus included in the
Registration Statement on Form S-1 filed by
the Company with the Securities and Exchange
Commission (File No. 33-92686)) or
<PAGE> 7
(ii) any director elected, or nominated for
election by the stockholders of the Company
to fill any vacancy or newly created
directorship on the Board, by a majority of
the Continuing Directors then still in
office.
(b) Forfeiture of Rights. Subject to Section 7(d) below,
if a Participant terminates employment with the Company or a qualified
subsidiary prior to the end of the Restricted Period or the Extended
Restricted Period for any reason, the Participant will forfeit any
shares of Restricted Stock that are not yet vested. A transfer from
the Company to a qualified subsidiary of the Company or an affiliate,
or vice versa, is not a termination of employment for purposes of this
Plan. Except as provided in Sections 6(a)(i) and 6(d)(i) above, if a
Participant's position is eliminated or his/her employment is
terminated for a reason other than "Cause" (as defined below), the
Participant will receive, without interest, the cash compensation that
was replaced with an Award of any unvested shares of Restricted Stock.
If a participant resigns voluntarily (other than pursuant to a "sunset
arrangement" (as more fully described in Section 7(d)(iii) below)) or a
Participant is terminated for "Cause" (as defined below) such
Participant will forfeit any unvested shares of Restricted Stock
theretofore awarded to such Participant as well as any right to claim
the cash compensation that was replaced with an Award of Restricted
Stock. For purposes of this Plan, a termination for "Cause" shall be
defined as (i) Participant's willful malfeasance which is demonstrably
and materially injurious, monetarily or otherwise, to the Company or
any of its subsidiaries, provided, however, that any action or refusal
to act by Participant shall not constitute "Cause" if, in good faith,
Participant believed such action or refusal to act to be in, or not
opposed to, the best interests of the Company or any of its
subsidiaries, or if Participant shall be entitled, under applicable law
or under the Certificate of Incorporation or By-Laws of the Company or
any subsidiary, as the same may be amended or restated from time to
time, to be indemnified with respect to such action or refusal to act;
(ii) Participant's bar or suspension from the securities industry for a
period in excess of ninety (90) days; (iii) Participants conviction of
or plea of nolo contendere to a felony; or (iv) Participant's gross and
willful misconduct or act of dishonesty involving the Company or any of
its subsidiaries which reflects adversely on the Company or any of its
subsidiaries.
(c) Restrictions. A stock certificate representing the
number of shares of Restricted Stock awarded to a Participant shall be
held by the Company in Participant's name (or if the Participant so
requests in writing, in the Participant's name jointly with a member of
the Participant's family, with right of survivorship). The Participant
shall have all rights and privileges of a stockholder as to such shares
of Restricted Stock, including (1) the right to receive dividends and
(2) the right to vote such shares of Restricted Stock except that,
subject to the provisions of Section 7(d) below, the following
restrictions shall apply:
(i) the Participant shall not be entitled to
delivery of any stock certificate representing the shares of
Restricted Stock awarded to the Participant hereunder until
the expiration of the Restricted Period and all Extended
Restricted Periods;
(ii) none of the shares of Restricted Stock may
be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of during the Restricted Period or any
Extended Restricted Period; and
(iii) except as provided in Section 7(d) below,
all of the shares of Restricted Stock awarded to the
Participant shall be forfeited and all rights of the
Participant to such shares of Restricted Stock shall terminate
without further obligation on the part of the Company or any
subsidiary unless the Participant has remained an employee of
the Company or a qualified subsidiary for the entire
Restricted Period and any Extended Restricted Periods
applicable to such shares of Restricted Stock.
If the Participant has remained an employee of the Company or a
qualified subsidiary for the entire Restricted Period and all Extended
Restricted Periods, such restrictions shall lapse at the end of the
Restricted Period (or Extended Restricted Period as the case may be).
The Participant shall forfeit all
<PAGE> 8
shares of Restricted Stock with respect to which such restrictions do not
lapse. Upon the forfeiture (in whole or in part) of shares of Restricted
Stock, such forfeited shares shall be transferred to the Company without
further action by the Participant. The Participant shall have the same rights
and privileges, and be subject to the same restrictions, with respect to any
shares received pursuant to Section 16 below.
(d) Termination of Employment.
(i) Disability. If a Participant ceases to be
an employee of the Company or a qualified subsidiary
prior to the end of the Restricted Period, or all
Extended Restricted Periods, by reason of disability
(as defined below), all unvested shares of Restricted
Stock awarded to such Participant shall immediately
vest, all restrictions applicable such shares shall
lapse, and the Restricted Period (or Extended
Restricted Period) shall end. A certificate for such
shares shall be delivered to the Participant in
accordance with Section 8. For purposes of this
Section 7(d), the term "disability" shall mean total
disability which continues for twelve (12) months and
is of a character which, in the sole judgment of the
Department (or for executive officers who are subject
to Section 16 of the 1934 Act, the Committee) after
receiving competent medical advice, will permanently
prevent the Participant from performing on a
full-time basis such duties as the Company or a
qualified subsidiary may reasonably assign to him/her
consistent with the duties which he/she was
performing immediately prior to the disability. For
purposes of this Plan, the Participant shall be
deemed to have become disabled on the date on which
the Department (or the Committee) makes its
determination.
(ii) Death. If a Participant ceases to be an
employee of the Company or a qualified subsidiary
prior to the end of the Restricted Period or all
Extended Restricted Periods by reason of the
Participant's death, any unvested shares of
Restricted Stock awarded to such Participant shall
vest, all restrictions applicable to such shares
shall lapse and the Restricted Period or Extended
Restricted Period shall end. A certificate for such
shares shall be delivered to the Participant's estate
in accordance with Section 8 below.
(iii) All Other Terminations. Subject to the next
succeeding sentence, if a Participant ceases to be an
employee of the Company or a qualified subsidiary
prior to the end of the Restricted Period or Extended
Restricted Period for any reason other than
disability or death, the Participant shall
immediately forfeit all of his/her unvested shares of
Restricted Stock. If the Participant terminates
employment on or after attaining age 65 or attaining
age 55 and having been employed by the Company, a
Company predecessor, a qualified subsidiary and/or
Kemper Corporation (or a Kemper affiliate) for ten or
more years ("Normal Retirement") and the Participant
thereafter remains retired from the industry (a
"sunset arrangement"), each share of Restricted Stock
awarded to the Participant will, following such
retirement, continue to vest during the Restricted
Period or Extended Restricted Period.
(e) Legend on Certificates Deposited With Company. Each
certificate issued in respect of shares of Restricted Stock awarded
under the Plan which is registered in the name of the Participant and
deposited with the Company shall bear the following (or similar)
legend:
"The transferability of this certificate and the
shares of stock represented hereby are subject to the
terms and conditions (including forfeiture) contained
in the EVEREN Capital Corporation 1996 Restricted
Stock Incentive Purchase Plan and an agreement
entered into between the registered owner and EVEREN
Capital Corporation."
<PAGE> 9
(f) Restricted Stock Agreement. The Participant shall
enter into an agreement with the Company in a form specified by the
Committee which memorializes the award of Restricted Stock and
describes the terms and conditions of the Award and such other matters
as the Committee shall, in its sole discretion, determine.
(g) Option Alternative. Any Participant can elect, on an
appropriate election form, to receive up to one-third of the shares
he/she would otherwise receive as Restricted Stock in the form of a
non-qualified stock option (with an option for three shares being
given for each share of Restricted Stock which would otherwise be
received). Such option shall be exercisable at the Fair Value of a
share of Common Stock as of the Determination Date (the "Option
Price") for a period of ten years commencing on the Award Date. The
option will vest thirty-three and a third percent (33-1/3%) on each of
the first three anniversaries of the Award Date if the Participant has
at least five Years of Service (as defined above) with the Company, a
Company subsidiary, a predecessor of either and/or Kemper Corporation
(or a Kemper affiliate) as of the Award Date. If the Participant does
not have at least five Years of Service with the Company, a Company
subsidiary, a predecessor of either and/or Kemper Corporation (or a
Kemper affiliate) as of the Award Date, the option will vest twenty
percent (20%) per year for each of the first five anniversaries of the
Award Date.
Example: Employee E becomes entitled to 3,000 shares of Restricted
Stock with a Fair Value of $36,000 ($12.00 per share). E could, if E
so chose, elect to receive 1,000 of such shares (3,000 x 1/3 = 1,000)
in the form of a non-qualified stock option on a 3-for-1 basis. If E
so chose, E would receive 2,000 shares of Restricted Stock having a
Fair Value of $24,000 and an option for 3,000 shares (1,000 x 3 =
3,000) exercisable at $12.00 per share. Vesting on the Restrictive
Stock would occur at the end of the third anniversary of the Award
Date and on the options it would be 20% per year (600 shares) for five
years if E had fewer than five Years of Service as of the Award Date.
If a Participant terminates his/her employment with the Company or a
qualified subsidiary, he/she will have six months from the effective
date of termination to exercise any vested option(s). If his/her
employment is terminated pursuant to a Normal Retirement, or by death
or disability, the Participant (or his/her estate) will have three
years from the date at such Normal Retirement, death or disability to
exercise any vested option.
8. Certificates. At the end of the Restricted Period or the
Extended Restricted Period, the restrictions applicable to a Participant's
shares of Restricted Stock shall lapse as provided in Section 7(c) above or
Section 7(d) above, but a stock certificate for the number of shares of
Restricted Stock with respect to which the restrictions have lapsed shall not
automatically be delivered, free of all such restrictions, to the Participant
or the Participant's estate (as the case may be). Rather, certificates for
whole shares of Common Stock (being formally shares of Restricted Stock) as to
which the restrictions have lapsed shall thereafter be issued as soon as
practicable following a Participant's written request. The Company may assess
or impose a reasonable charge for the issuance of such certificates. The
Company shall not be required to deliver any fractional share of Common Stock
but will pay, in lieu thereof, the Fair Value (determined as of the date on
which the restrictions lapse or, if no determination is made for that day, the
most recently determined Fair Value) of such fractional share to the
Participant or the Participant's estate.
9. Dividends or Distributions. On each Common Stock dividend or
distribution payment date, each Participant shall be credited with an amount
equal to the dividend or distribution which is payable on that date with
respect to a share of Common Stock multiplied by the number of shares of
Restricted Stock held by the Participant. Such amounts shall be paid to the
Participant.
10. Rights Not Transferable. Rights granted under this Plan are
not transferable by a Participant other than by will or the laws of descent and
distribution, and are exercisable during an employee's lifetime only by the
Participant.
<PAGE> 10
11. Employees' and Participants' Rights. No employee or other
person shall have any claim or right to be awarded Restricted Stock under the
Plan except as provided in the Plan. Participation in the Plan does not limit
the right of the Company or any subsidiary to terminate a Participant's
employment at any time or give any right to a Participant to remain employed by
the Company or any subsidiary in any particular position or at any particular
rate of remuneration.
12. Withholding Tax and/or Requiring Payment of Taxes. The
Company shall have the right to withhold with respect to any payments made to
Participants under the Plan any taxes required by law to be withheld with
regard to such payments and/or to require, prior to the delivery of any shares
of unrestricted Common Stock, payment by Participants of any taxes required by
law with respect to the issuance or delivery of such shares (or any portion
thereof) for which such taxes have not been withheld.
13. Section 83(b) Election. Each Participant under the Plan may,
but shall not be required to, make an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended ("Code"), with respect to any award
of Restricted Stock.
14. Amendments and Termination. The Board of Directors may amend
the Plan at any time, provided that no such amendment that materially increases
benefits under the Plan shall be effective unless approved within 12 months
after the date of adoption of any such amendment by the affirmative vote of
stockholders holding the majority of the outstanding shares of Common Stock
entitled to vote if such stockholder approval is required for the Plan to
comply with the requirements of 17 C.F.R. Section 240.16b-3 (for periods during
which the Board of Directors has determined that the Plan will comply with 17
C.F.R. Section 240.16b-3). The Board of Directors may suspend the Plan or
discontinue the Plan at any time.
15. Applicable Laws. Notwithstanding any other provision of the
Plan, the Committee may subject shares of either Common Stock or Restricted
Stock transferred and/or awarded under the Plan to such conditions, limitations
or restrictions as the Committee determines to be necessary or desirable to
comply with any law or regulation or with the requirements of any securities
exchange. The delivery or issuance of any shares of Common Stock or Restricted
Stock may be postponed by the Company for such period as may be required to
comply with the applicable requirements under the Federal and state securities
laws, and any applicable listing requirements of any national securities
exchange (in the event the Company is or becomes subject to such laws or
requirements prior to the termination of this Plan) and with all requirements
under any other law or regulation applicable to the issuance or delivery of
such shares. Further, the Company shall not be obligated to deliver or issue
any shares of Common Stock or Restricted Stock if the delivery or issuance of
such shares shall constitute a violation of any provision of any national
securities exchange (in the event the Company becomes subject the provisions of
such an exchange prior to the termination of this Plan) or any law or
regulation of any governmental authority. Awards of Shares and/or options
under the Plan are subject to, and shall be accomplished only in accordance
with the requirements of all applicable securities and other laws.
16. Changes in Capitalization and Similar Changes. In the event
of any change in the outstanding shares of Common Stock by reason of any stock
dividend or split, recapitalization, merger, consolidation, combination or
exchange of shares or other similar corporate change, the maximum aggregate
number and class of shares which may be delivered under the Plan shall be
equitably adjusted by the Committee. Such determination of the Committee shall
be conclusive. Furthermore, if there is an adjustment in the number of shares,
no fraction of a share shall be delivered with respect to any award of
Restricted Stock, although the Company will pay, in lieu thereof, the Fair
Value (measured as of the date the restrictions lapse or, if no determination
is made for that day, the Fair Value most recently determined) of such
fractional share to the Participant or the Participant's estate. Any shares of
stock or other securities credited to a Participant with respect to the
Participant's shares of Restricted Stock will be subject to the same
restrictions as such Restricted Stock, shall be deposited with the Company and
shall bear an appropriate legend similar in form to the legend set forth in
Section 7.
<PAGE> 11
17. Expenses. Except to the extent provided in Sections 7 and 12
above, all expenses of administering the Plan, including expenses incurred in
connection with any purchase of Shares in the open market for Award to
Participants, shall be borne by the Company and its subsidiaries.
18. Arbitration of Disputes. Any dispute between the Company or
any of its affiliates and any Participant relating to this Plan shall be
submitted to arbitration before the National Association of Securities Dealers,
Inc. or the New York Stock Exchange, Inc. in accordance with its rules and
regulations.
19. Effective Date and Stockholder Approval. The Plan shall
become effective on April 15, 1996, subject to stockholder approval prior to
the Award of any shares of Restricted Stock under the Plan. The Plan and any
action taken hereunder shall be null and void if stockholder approval is not
obtained within 12 months of the Plan's adoption.
<PAGE> 12
APPENDIX A
- --------------------------------------------------------------------------------
OPPORTUNITY/SITUATION
Incentive/bonus compensation payable in Restricted Stock.
A. Nonvoluntary participation (i.e., incentive compensation which will
automatically be awarded in the form of Restricted Stock). NOTE: The
examples shown reflect the percentage of-Fair-Value award "discounts"
detailed in Section 6 of the Plan.
- --------------------------------------------------------------------------------
INVESTMENT CONSULTANT ("I/C") EMPLOYEES
All incentive deferred compensation credits equal to the first two percent (2%)
of eligible gross commissions for any year would be in Restricted Stock.
- --------------------------------------------------------------------------------
BONUS ELIGIBLE SALARIED EMPLOYEES
25% of that portion of annual incentive bonuses that when combined with base
salary results in total compensation in excess of $100,000 for year.
Example: Assume Employee A has a base salary of $90,000 and is to be awarded a
$20,000 annual bonus. That bonus would be paid $17,500 in cash ($10,000 to
bring A's salary and cash bonus to $100,000 plus 75% of the remaining $10,000)
and $2,500 in Restricted Stock having a Fair Value of $3,125.
Example: Employee B has a base salary of $200,000 and is awarded a $100,000
bonus. That bonus would be paid $75,000 in cash and $25,000 in Restricted
Stock having a Fair Value of $31,250.
- --------------------------------------------------------------------------------
BRANCH OFFICE MANAGER ("BOM") EMPLOYEE
25% of that portion of all branch manager bonuses (e.g., profit bonus,
recruiting bonus and other bonuses) that when combined with the branch
manager's base salary results in total branch manager compensation
(non-production) in excess of $100,000 for year will be withheld, accumulated
throughout the year and then awarded the following February in Restricted
Stock.
Example: Branch manager C becomes entitled to a $10,000 profit bonus for one
quarter, and a $6,000 bonus for a second quarter. He also becomes entitled to
a $5,000 recruiting bonus. For the first quarter $7,500 would be paid
currently in cash ($10,000 x 75% = $7,500) and $2,500 would be withheld. For
the second quarter $4,500 would be paid currently in cash ($6,000 x 75%) and
$1,500 would be withheld. The recruiting bonus would be paid $3,750 in cash
($5,000 x 75%) and $1,250 withheld.
Such aggregate $5,250 withheld and accumulated through the year would be
awarded the following February to C in Restricted Stock having a Fair Value of
$6,563.
Notwithstanding the above, to the extent a branch manager's aggregate cash
compensation from all sources other than personal production as an I/C (e.g.,
salary, recruiting bonuses, profit bonuses) is less than $100,000 for a year,
any deferred profit bonus to which he or she is entitled will be paid in cash
rather than awarded in Restricted Stock.
Example: For the year branch manager D receives a salary of $15,000, has
$150,000 gross production that generates a $60,000 payout, receives a $5,000
recruiting bonus and is entitled to $18,000 in profit bonuses. Because D's
aggregate cash compensation as a manager for the year is only $38,000 ($15,000
+ $5,000 + $18,000 = $38,000), all of D's deferred profit and recruiting bonus
would be paid in cash and none would be awarded in Restricted Stock unless
prior to December 15th of the year in question the branch manager elected to
have such bonus awarded in Restricted Stock. In such case, $5,750 of D's
$23,000 aggregate bonuses would be awarded in the form of Restricted Stock
having a Fair Value of $7,188.
All deferred I/C compensation equal to the first two percent (2%) of eligible
gross commissions to which a BOM becomes entitled would be awarded in
Restricted Stock.
- --------------------------------------------------------------------------------
INSTITUTIONAL SALES EMPLOYEES
All incentive deferred compensation credits equal to the first two percent (2%)
of eligible gross commissions for any year would be in Restricted Stock.
- --------------------------------------------------------------------------------
OTHERS WITH INCENTIVE ARRANGEMENTS
None
<PAGE> 13
OPPORTUNITY/SITUATION
B. Voluntary participation
- --------------------------------------------------------------------------------
INVESTMENT CONSULTANT ("I/C") EMPLOYEES
Can elect annually to have 25% of monthly bonus grid compensation (i.e.,
monthly payout determined by the "bonus grid" (ranging from .5% to 1.75% of
production under the current bonus grid for qualifying I/Cs)) withheld,
accumulated throughout the year and awarded in Restricted Stock the following
February.
Example: I/C E has production of $20,000 for month one and $25,000 for month
two, entitling E under the current bonus grid to a 3% bonus payout for month
one ($600) and a 4% bonus payout for month two ($1,000). Assuming E had made
the voluntary election to participate, for month one $150 would be withheld and
for month two $250 would be withheld. Such aggregate $400 withheld and
accumulated through the year would be awarded to F the following February in
Restricted Stock having a Fair Value of $470.
- --------------------------------------------------------------------------------
BONUS ELIGIBLE SALARIED EMPLOYEES
If base salary exceeds $50,000 (but combined base salary and bonus is less than
$100,000), the employee can elect not later than December 15 to have 10% of any
bonus awarded for that year paid in Restricted Stock.
Example: Employee F has a base salary of $60,000 and a bonus opportunity of
10% to 20% (i.e., $6,000 to $12,000). If F made a 10% election in December and
then became entitled to a $9,000 bonus, $8,100 would be paid in cash and $900
would be paid in Restricted Stock having a Fair Value of $1,125.
- --------------------------------------------------------------------------------
BRANCH OFFICE MANAGER ("BOM") EMPLOYEE
Can elect Restricted Stock for 25% of branch manager bonuses even if do not
qualify for non-voluntary provisions.
Can elect Restricted Stock for 25% of I/C bonus grid compensation.
- --------------------------------------------------------------------------------
INSTITUTIONAL SALES EMPLOYEES
Can elect annually to have 25% of any annual compensation that exceeds $100,000
withheld, accumulated throughout the year and paid the following February in
Restricted Stock.
Example: Institutional sales employee G has production that results in payouts
of precisely $15,000 per month for all 12 months of the year or $180,000 for
the year. Assuming G had made the voluntary election to participate, for the
first six months of the year nothing would be withheld ($15,000 x 6 = $90,000)
since the $100,000 threshold had not been reached.
For the seventh month, the first $10,000 would be paid in cash ($90,000 +
$10,000 = $100,000). From the remaining $5,000, $1,250 would be withheld (25%
x $5,000). For each of the remaining five months $3,750 would be withheld (25%
x $15,000). The aggregate $20,000 would be accumulated through the year and
awarded the following February in Restricted Stock having a Fair Value of
$23,529.
- --------------------------------------------------------------------------------
OTHERS WITH INCENTIVE ARRANGEMENTS
Can elect annually to have 25% of that portion of incentive compensation that
(when combined with salary or draw) results in total compensation in excess of
$100,000 accumulated throughout the remainder of the year and awarded the
following February in Restricted Stock.
Example. Trader H has a base salary of $72,000 per year ($6,000 per month) and
a quarterly incentive based on trading volume that results in incentive
payments of $14,000 for the first quarter, $16,000 for the second, $12,000 for
the third and $24,000 for the fourth quarter or $138,000 total for the year.
Assuming Trader H had made the voluntary election to participate, none of the
first three quarters' incentive would be withheld ($6,000 x 9 = $54,000 +
$14,000 + $16,000 + $12,000 = $96,000) since the $100,000 threshold had not
been reached. Because such threshold would have been reached with fourth
quarter salary,$6,000 of the fourth quarter incentive (25% x $24,000) would be
withheld and awarded the following February in Restricted Stock having a Fair
Value of $7,059.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors of
EVEREN Capital Corporation
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of EVEREN Capital Corporation ("EVEREN") of our report dated February
23, 1996 (March 28, 1996, as to the second paragraph of Note 23) appearing in
the Annual Report on Form 10-K of EVEREN for the year ended December 31, 1995.
Deloitte & Touche LLP
Chicago, Illinois
May 21, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors of
EVEREN Capital Corporation
We consent to the incorporation by reference in the registration statement on
Form S-8 of EVEREN Capital Corporation ("EVEREN") of our report dated May 5,
1995 relating to the consolidated statement of financial condition of Kemper
Securities Holdings, Inc. and subsidiaries as of December 31, 1994, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for each of the years in the two-year period ended December 31,
1994, which report appears in the Form 10-K of EVEREN Capital Corporation for
the fiscal year ended December 31, 1995.
KPMG Peat Marwick LLP
Chicago, Illinois
May 20, 1996
