Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 27 106K
2: EX-2 Agreement and Plan of Merger 75 214K
3: EX-4.I Form of 6-7/8% Notes Due November 1, 2006 4 23K
4: EX-10.F Mdc Senior Executive Financial/Legal Services Plan 4 13K
5: EX-10.G Deferred Comp. Plan for Nonemployee Directors 7 29K
6: EX-10.L Employment Agreement 12 46K
7: EX-10.M Restricted Stock Award Agreement 3 18K
8: EX-10.N Form of Termination Benefits Agreement 21 95K
9: EX-10.O Settlement Agreement 9 39K
10: EX-10.P Settlement Agreement 10 40K
11: EX-10.S Form of 1997 Pars Agreement-Service Based 4 20K
12: EX-10.T Form of 1997 Pars Agreement - Performance Based 5 23K
13: EX-11 Computation of Earnings Per Share 1 7K
14: EX-12 Computation of Ratio of Earnings to Fixed Charges 1 9K
15: EX-13 Annual Report to Shareholders 69 254K
16: EX-21 Subsidiaries 1 8K
17: EX-23 Consents of Independent Auditors 2 13K
18: EX-27 Financial Data Schedule 1 9K
EX-10.F — Mdc Senior Executive Financial/Legal Services Plan
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MDC SENIOR EXECUTIVE FINANCIAL / LEGAL SERVICES PLAN
(SEFLSP) DESCRIPTION
1. SERVICES ELIGIBLE FOR REIMBURSEMENT
o Estate Planning
o Investment Planning
o Retirement Planning
o Income Tax planning and return preparation
o Legal services as described in Attachment A
2. EFFECTIVE DATE
1 January 1995
3. PLAN YEAR
1 January through 31 December
4. COVERED COMPONENTS
All
5. DETERMINATION OF PARTICIPANTS
Program participation is limited to MDC's Elected and Executive
Officers while on the active payroll. SEFLSP benefits will be effective
immediately upon hire or promotion to an Elected or Executive Officer.
Such Officers shall not be entitled to benefits under MDC's Executive
Financial Counseling Program (EFCP).
6. REIMBURSEMENT LIMIT
Reimbursement will be made for the amount of fee incurred, but not to
exceed 4% of base salary during any Plan Year. If covered expenses
exceed the reimbursement limit in a Plan Year, the excess may be
carried back and applied to the unused reimbursement limit from the
participant's 1994 EFCP account and subsequent years' SEFLSP accounts,
or if needed, carried forward and reimbursed when and to the extent
there is an unused reimbursement limit in the succeeding five Plan
Years. No commissions of any type qualify for reimbursement.
7. REIMBURSEMENT PROCEDURE
Requests for reimbursement are to be submitted to the Director-Payroll
& Pension Administration and must include a copy of counselor's invoice
indicating type of service provided and the month(s) and year(s) in
which the services were rendered so that reimbursements can be charged
to the appropriate Plan Year. Reimbursement will be promptly combined
with the employee's weekly paycheck. If a question exists whether or
not a particular service is covered, advance determination should be
sought from the Plan Administrator.
8. TAX STATUS (U.S.)
The amount reimbursed is taxable income for Federal income tax purposes
and generally for state and local income tax purposes as well, and is
subject to payroll tax withholding.
9. ELIGIBLE FINANCIAL COUNSELORS
Professional practitioners must not be related to the employee or
spouse in order to receive reimbursement.
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10. PLAN ADMINISTRATOR
Michael W. Meyer Phone: (314) 234-1850
Director-Payroll & Pension Administration Fax: (314) 232-3224
P.O. Box 516
Mail Code 100-2120
St. Louis, MO 63166-0516
ATTACHMENT A
The following legal services if incurred by the Participant, the Participant's
spouse or dependent child are covered under the SEFLSP:
o Estate planning, including development of a plan and any and all associated
documents, such as revocable trusts, irrevocable insurance trusts,
charitable remainder trusts, family partnerships, wills, etc.
o All matters pertaining to the purchase, refinancing or sale of a primary or
secondary residence, including review or preparation of deeds,
purchase/sale agreements, mortgages and title insurance and the providing
of tax advice (this would not include matters pertaining to property held
for a business)
o Landlord/tenant advice and counsel for those who are tenants (this would
not include suits against the landlord but would include eviction defense;
this also does not include matters pertaining to leased business property)
o General document preparation, such as powers of attorney
o Tax return preparation
o Uncontested adoptions
o Uncontested guardianships
o Name changes
o Civil litigation defense, including matters before a court of general
jurisdiction or an administrative agency in personal tax matters, general
civil litigation, suits by creditors and defense of tort litigation (not
covered by insurance) (some litigation defense would be excluded)
o General advice and counsel, including preliminary advice on excluded
matters
The following legal services are not covered under the SEFLSP:
o All criminal matters, except for general advice and counsel re initial
actions to be taken and counsel recommendations
o Admiralty, patents, copyrights and trademarks
o Disputes or proceedings involving MDC or its officers, directors,
subsidiaries and partners
o Matters which the firm deems frivolous, without merit or unethical
o Services of a spouse or dependent where the executive is an adversary
o Employment related matters
o Bankruptcy proceedings (because they will invariably impact MDC)
o Tort litigation as a plaintiff
o Divorce proceedings (again, these will invariably involve MDC)
o Class actions, interventions and derivative actions and amicus curiae
filings
o Business, farm, commercial or rental property transactions, including but
not limited to legal services which would ordinarily be deductible for tax
purposes as an expense of doing business (whether capitalized or not)
o Legal disputes involving other MDC employees
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