RAM Holdings 8-K 2008
Documents found in this filing:
Date of Report (Date of earliest event reported): November 11, 2008
RAM Holdings Ltd.
Registrants telephone number, including area code: (441) 296-6501
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
(e) On November 11, 2008, the Board of Directors of RAM Holdings Ltd. approved certain technical amendments to the following compensatory arrangements of the Company (filed as Exhibits to this 8-K and incorporated herein by reference) in order to comply with Section 409A of the Internal Revenue Code (409A):
Section 409A generally provides that vested amounts deferred under a nonqualified deferred compensation arrangement are currently includible in taxable income, unless the arrangement meets specified documentation and operational requirements. The amendments to the compensatory arrangements approved by the Board of RAM Holdings are intended to comply with the documentation requirements, specifically to set out, among other things:
In addition, the Supplemental Retirement Plan was amended to provide that no further contributions will be made by RAM Holdings after December 31, 2008. The Supplemental Retirement Plan is a non-qualified deferred compensation plan for highly-compensated U.S. taxpayer executives (the Affected Executives). RAM Holdings contributes an amount equal to 10% of base salary and annual cash bonus to the Supplemental Retirement Plan on behalf of each of the Affected Executives. Under recently enacted Section 457A of the Internal Revenue Code, there is doubt as to whether the Affected Executives would be able to continue to defer income tax on contributions to the Supplemental Retirement Plan in respect of services rendered after December 31, 2008. RAM Holdings Ltd. will pay the 10% of base salary and annual cash bonus with respect to services rendered by the Affected Executives beginning January 1, 2008 in cash instead of contributing it to the Supplemental Retirement Plan. In addition, the Board of Directors of RAM Holdings Ltd. approved permitting the Affected Executives to make a change in their payment elections under the 409A transition rules on or before December 31, 2008.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
Compensatory Plan or Arrangement
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.