Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 72 442K
2: EX-3.A.1 Articles of Incorporation/Organization or By-Laws 6 27K
3: EX-3.A.2 Articles of Incorporation/Organization or By-Laws 2 12K
4: EX-3.C Articles of Incorporation/Organization or By-Laws 9 26K
5: EX-3.D Articles of Incorporation/Organization or By-Laws 28 99K
6: EX-10.A.10 Material Contract 16 91K
7: EX-10.B.1 Material Contract 7 36K
8: EX-10.B.2 Material Contract 4 21K
9: EX-10.B.4 Material Contract 8 30K
10: EX-11 Statement re: Computation of Earnings Per Share 2± 11K
11: EX-12 Statement re: Computation of Ratios 2± 12K
12: EX-21 Subsidiaries of the Registrant 5 26K
13: EX-23 Consent of Experts or Counsel 1 8K
14: EX-24 Power of Attorney 13 25K
15: EX-27 Financial Data Schedule (Pre-XBRL) 1 9K
EX-10.B.4 — Material Contract
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EXHIBIT 10-B-4
December 1, 1994
CHRYSLER CORPORATION
DISCRETIONARY INCENTIVE COMPENSATION PLAN
1. PURPOSE
The purpose of the Chrysler Corporation Discretionary Incentive
Compensation Plan (the "Plan") is to encourage the continued and energetic
efforts of officers and key salaried employees ("Employees") of Chrysler
Corporation ("Chrysler") and its subsidiaries (Chrysler and its subsidiaries
are referred to collectively as the "Corporation") on behalf of the
Corporation by enabling them to share in the profits of the Corporation, in
accordance with the resolution adopted by the Stockholders of Chrysler at their
Annual Meeting on April 16, 1929, as amended and as it may be further amended
from time to time (the "Stockholders' Resolution").
2. INCENTIVE COMPENSATION COMMITTEE
The Board of Directors of Chrysler (the "Board") will appoint not less
than three Directors, none of whom will be entitled to receive funds or
securities pursuant to any Incentive Plan (as defined in the Stockholders'
Resolution) of Chrysler, to be an Incentive Compensation Committee (the
"Committee") to administer this Plan. All of the members of the Committee will
be "disinterested persons" (which term as used herein shall have the meaning
ascribed to it in Rule 16b-3 under the Securities Exchange Act of 1934, or in
any amendment thereof in effect at the relevant time). The Committee may
designate a Secretary, one or more Assistant Secretaries and an Administrator,
none of whom need be Directors of Chrysler. The Committee will have authority,
in its discretion, to prescribe, amend, and rescind rules and regulations
relating to this Plan.
3. INCENTIVE COMPENSATION FUND
For each fiscal year the Board will authorize and approve the amount
to be provided out of the earnings of the Corporation for such fiscal year for
purposes of this Plan, the Chrysler Corporation Incentive Compensation Plan,
and the Chrysler Corporation Long-Term Incentive Plan (collectively, the
"Plans"), not to exceed the amount permitted by the Stockholders' Resolution,
and will authorize and direct the proper officers of the Corporation to set
aside the amount and to add to it (a) any amount authorized and approved by the
Board for any prior fiscal year but not previously awarded and (b) any amount
awarded for any prior fiscal year that has been forfeited. The sum of those
amounts (or such part thereof as the Board may determine should be made
available for awards for any fiscal year) will be the Incentive Compensation
Fund for that fiscal year (the "Fund").
Any part of the Fund that the Board determines shall not be made available for
awards for any fiscal year will be carried forward and may be awarded in a
subsequent fiscal year.
4. PARTICIPANTS
The Committee, in its sole and absolute discretion, has full power to
determine by salary, salary grade, salary band, classification, or otherwise,
the Employees (including those who have joined the Corporation or retired or
died or have been granted a leave of absence or were laid off during the year)
who may participate in the Plan in any year ("Participants").
5. AWARDS
Each year the Committee, may award under this Plan to each Participant
such share of the Fund as the Committee shall determine (below called an
Award). The Award to a Participant may be based on an assessment of the
Participant's individual performance during the year, or on corporate
performance, or both, as the Committee may determine.
The Committee shall have full and final authority in performing these
duties, but shall report to the Board the share of the Fund awarded under this
Plan.
6. PAYING AND EARNING OUT OF AWARDS UNDER THIS PLAN
Awards under this plan shall be paid to Participants in one lump sum,
unless the Committee, in its discretion, determines that an Award shall be paid
in installments.
A Participant will have earned out under this Plan an Award payable in
one lump sum, or the first installment of an Award payable in installments, if
his or her employment with the Corporation has been continuous (a) up to the
date of payment of the Award payable in one lump sum, or of the first
installment of the Award payable in installments, as the case may be, or (b) up
to the date of the Participant's retirement or death if he or she should retire
or die before the date of such payment, or (c) up to the date the Participant
was granted a leave of absence if such leave of absence was granted before the
date of such payment, or (d) up to the date the Participant was laid off if he
or she was laid off before the date of such payment. A Participant will have
earned out a subsequent installment if his or her employment with the
Corporation has been continuous up to and including (a) the December 31
immediately preceding the date the installment is payable, or (b)the date of
the Participant's death if he or she should die before such December 31, or (c)
such date as the Corporation may determine under all other circumstances.
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A Participant whose employment with the Corporation is terminated
other than by death will not thereafter earn out under this Plan any
installment of an Award payable in installments unless the Corporation
expressly consents in writing to waive the condition of continuous employment
with the Corporation, and the Participant thereafter will earn out each
installment only if up to and including the December 31 immediately preceding
the date the installment is payable the Participant neither (a) takes other
employment or renders services to others without the written consent of the
Corporation, nor (b) conducts himself or herself in a manner adversely
affecting the Corporation, the determination by the Committee that a
participant has so conducted himself or herself to be final and conclusive.
Any installment which a Participant fails to earn out under this Plan
shall be forfeited and included in the Fund for a subsequent year.
Nothing in this Plan shall prevent the Corporation form discharging or
requesting the resignation of any Participant.
An Award payable in one lump sum, or the first installment of an Award
payable in installments, shall be paid to the Participant on such date as the
Committee shall determine, and if the Participant complies with the conditions
for earning out a subsequent installment, it shall be paid to him or her on
such date in the year in which it is payable as the Committee shall determine.
Any lump sum payment or installment earned out under this Plan and
payable to the Participant who is deceased shall be paid to his or her legal
representative in such manner and at such time as it would have been paid to
the Participant were he or she then alive and in the employ of the Corporation.
7. FORM OF PAYMENTS UNDER THIS PLAN
The Committee is in its sole and absolute discretion shall determine
for any year whether under this Plan the lump sum payment or the installment of
any Awards payable in that year shall be paid in cash or in shares of Chrysler
stock, or partly in cash and partly in shares of Chrysler stock, the shares to
be shares held by the Corporation in its treasury or purchased by the
Corporation in the market for distributing in place of cash, the shares to be
valued for this purpose in accordance with the Stockholder's Resolution, with
cash in place of fractional shares.
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8. DEFERRAL OF PAYMENT
A Participant may voluntarily elect to defer receipt of payment under
this Plan of all or any part of an Award payable in one lump sum or of any
installment of an Award payable in installments upon such terms and conditions
as the Committee may prescribe.
9. COSTS
All costs of administering the Plan shall be borne by the Corporation
and shall not be charged against the Fund.
10. PAYMENTS UPON A CHANGE IN CONTROL
Notwithstanding any other provisions hereof, if a "Change in Control"
(as defined in paragraph 10(D) hereof) of Chrysler shall occur, the following
shall be paid, in cash, no later than the tenth day following such Change in
Control: (a) all unpaid installments of an Award payable in installments under
this Plan, (b) all voluntary deferrals made by a Participant under this Plan,
(c) all unpaid Awards made (including any made pursuant to paragraph 10(C)
hereof) for any completed fiscal year which preceded the Change in Control, and
(d) "Change in Control Awards" (as determined pursuant to paragraph 10(A)
hereof).
A. CHANGE IN CONTROL AWARDS. Upon a Change in Control of Chrysler,
each Participant (a "Change in Control Participant") for the fiscal year in
which the Change in Control occurs (the "Change in Control Year") shall be paid
a cash award, in a lump sum (the "Change in Control Award").
The tentative Change in Control Award of each Change in Control
Participant to whom an Award was made for the last fiscal year immediately
preceding the Change in Control for which Awards (including Awards, if any,
made pursuant to paragraph 10(C) hereof) were made generally (the "Base Year")
shall be determined by multiplying the "Change in Control Fund" (calculated in
accordance with paragraph 10(B) hereof) by a fraction, the numerator of which
shall be the amount of the Award of such Change in Control Participant for the
Base Year, and the denominator of which shall be the aggregate amount of Awards
made for the Base Year. A tentative Change in Control award for each Change in
Control Participant to whom an Award was not made for the Base Year shall also
be determined and shall be comparable to the tentative Change in Control Awards
of similarly situated Change in Control Participants to whom awards were made
for the Base Year.
The actual Change in Control Award for each Change in Control
Participant shall then be determined by multiplying the Change in Control Fund
by a fraction, the numerator of which shall be his tentative Change in Control
Award and the denominator of which shall be the aggregate tentative Change in
Control Awards.
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B. CHANGE IN CONTROL FUND. The Change in Control Fund shall be the
lesser of the amount described in (i) or in (ii) below, adjusted by the amount
described in (iii):
(i) the sum (measured immediately prior to the Change in
Control) of (x) any amount authorized and approved by the Board for
any fiscal year completed prior to the Change in Control but not
previously awarded under this Plan or previously charged against the
Fund pursuant to any other plan of the Corporation and (y) any amount
awarded from the Fund or charged against the Fund for any fiscal year
completed prior to the Change in Control that has been forfeited;
(ii) the aggregate amount accrued during the Change in Control
Year up to and including the date of the Change in Control, in the
ordinary course of business and consistent with past practice, on the
books of the Corporation to be set aside by the Board for purposes of
the Plans and retirement benefits under the Chrysler Corporation
Supplemental Executive Retirement Plan. The determinations (made
prior to the Change in Control) of the Corporation's internal
accountants in making any such accruals shall be conclusive;
(iii) the "applicable amount" (the lesser amount from (i) or
(ii) above) shall be adjusted as follows: if one or more additional
charges are made against the Fund with respect to Performance Shares
under the Long-Term Incentive Plan or awards under the Incentive
Compensation Plan upon the occurrence of a Change in Control, the
"applicable amount" shall be reduced by such charge or charges; if any
amount previously charged against the Fund for Performance Shares or
Incentive Compensation Plan awards which are not earned and delivered
upon the occurrence of a Change in Control are returned to the Fund,
the "applicable amount" shall be increased by such returned amounts.
C. MAKING AWARDS FOR COMPLETED YEARS. Upon the occurrence of a
"Potential Change in Control" (as defined in paragraph 10(E) hereof), if there
is any completed fiscal year of the Corporation for which the audited financial
statements of the Corporation are available and for which the Board has not yet
determined the Incentive Compensation Fund and/or for which the Committee has
not yet determined the Awards, such determinations and the payments of any
Awards so determined shall be made as soon as reasonably possible.
D. CHANGE IN CONTROL DEFINITION. "Change in Control" shall mean a
change in control of Chrysler, which shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:
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(i) any Person (as defined below) is or becomes the Beneficial
Owner (as defined below) of securities of Chrysler representing 20% or
more of the combined voting power of Chrysler's then outstanding
securities (unless the event causing the 20% threshold to be crossed
in an acquisition of securities directly from Chrysler); or
(ii) during any period of two consecutive years beginning
after June 7, 1990, individuals who at the beginning of such period
constitute the Board and any new Director (other than a Director
designated by a Person who has entered into an agreement with Chrysler
to effect a transaction described in paragraph (i), (iii) or (iv) of
this Change in Control definition) whose election or nomination for
election was approved by a vote of at least two-thirds (2/3) of the
Directors then still in office who either were Directors at the
beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute a
majority of the Board; or
(iii) the stockholders of Chrysler approve a merger or
consolidation of Chrysler with any other corporation (other than a
merger or consolidation which would result in the voting securities of
Chrysler outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the entity surviving such merger or consolidation), in
combination with voting securities of Chrysler or such surviving
entity held by a trustee or other fiduciary pursuant to any employee
benefit plan of Chrysler or such surviving entity or any subsidiary of
Chrysler or such surviving entity, at least 80% of the combined voting
power of the voting securities of Chrysler or such surviving entity
outstanding immediately after such merger or consolidation); or
(iv) the stockholders of Chrysler approve a plan of complete
liquidation or dissolution of Chrysler or an agreement for the sale or
disposition by Chrysler of all or substantially all Chrysler's assets.
For purposes of the definition of Change in Control in this paragraph
10(D): (a) "Person" shall have the meaning ascribed to such term in Section
3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as supplemented by Section 13(d)(3) of the Exchange Act, provided,
however, that Person shall not include (i) Chrysler, any subsidiary of Chrysler
or any other Person controlled by Chrysler, (ii) any trustee or other fiduciary
holding securities under any employee benefit plan of Chrysler or any
subsidiary of Chrysler , or (iii) a corporation owned, directly or indirectly,
by the stockholders of Chrysler in substantially the same proportions as their
ownership of securities of Chrysler; and (b) a Person shall be deemed the
"Beneficial Owner" of any securities which such Person, directly
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or indirectly, has the right to vote or dispose of or otherwise has "beneficial
ownership" of (within the meaning of Rule 13d-3 under the Exchange Act),
including pursuant to any agreement, arrangement or understanding (whether or
not in writing); provided, however, that (i) a Person shall not be deemed the
Beneficial Owner of any security as a result of an agreement, arrangement or
understanding to vote such securities (x) arising solely from a revocable proxy
or consent given in response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the Exchange Act and the applicable rules
and regulations thereunder or (y) made in connection with, or to otherwise
participate in, a proxy or consent solicitation made, or to be made, pursuant
to, and in accordance with, the applicable provisions of the Exchange Act and
the applicable rules and regulations thereunder, in either case described in
clause (x) or clause (y) above, whether or not such agreement, arrangement or
understanding is also then reportable by such Person on Schedule 13D under the
Exchange Act (or any comparable or successor report), and (ii) a Person engaged
in business as an underwriter of securities shall not be deemed to be the
Beneficial Owner of any securities acquired through such Person's participation
in good faith in a firm commitment underwriting until the expiration of forty
days after the date of such acquisition.
E. POTENTIAL CHANGE IN CONTROL DEFINITION. A "Potential Change in
Control" shall be deemed to have occurred if the conditions set forth in any
one of the following paragraphs shall be satisfied:
(i) Chrysler enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control;
(ii) Chrysler or any Person (as defined in paragraph 10(D)
hereof) publicly announces an intention to take or to consider taking
actions which if consummated, would constitute a Change in Control;
(iii) any Person who is or becomes the Beneficial Owner (as
defined in paragraph 10(D) hereof), directly or indirectly, of
securities of Chrysler representing 10% or more of the combined voting
power of Chrysler's then outstanding securities, increases such
Person's beneficial ownership of such securities by 5% or more over
the percentage so owned by such Person on the date hereof; or
(iv) the Board adopts a resolution to the effect that, for
purposes of this Plan, a Potential Change in Control has occurred.
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11. INTERPRETATION
The Board shall have full power and authority to interpret and
construe this Plan and its interpreting and construing of this Plan and acts
pursuant to this Plan in good faith shall be final and conclusive. The Board
may correct any defect or supply any omission or reconcile any inconsistency in
such a manner and to such an extent as it shall find expedient to carry this
Plan into effect, and it shall be the sole and final judge of the expediency.
If any such interpreting or construing shall involve a question of law, the
Board may rely and act upon the opinion of counsel (who may be counsel to
Chrysler) on the question of law.
12. EFFECTIVE PERIOD
The Plan shall become effective, upon approval by the Board, beginning
December 1, 1994, and shall remain in effect until terminated as provided in
Paragraph 16.
13. AMENDMENT AND TERMINATION
At any time the Board may amend, alter or terminate this Plan
(consistent with the Stockholders' Resolution) as the Board shall deem
advisable; provided, however, that the Board may not: (a) without the approval
of the holders of a majority of the shares of Common Stock of Chrysler voting
on the matter, increase the total amount that under the Stockholders'
Resolution may be provided out of the earnings of the Corporation for incentive
compensation and (b) without the approval of the holders of a majority of the
shares of Common Stock of Chrysler issued and outstanding, issue shares of
Chrysler stock for distributing in place of cash; and provided further,
however, that terminating or amending this Plan shall not terminate the right
of any Participant to earn out and thereby become entitled to receive, in the
same manner as if this Plan had not been terminated or amended, any unpaid
installment of an Award made to him under this Plan prior to the terminating or
amending of this Plan.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 2/2/95 |
| For Period End: | | 12/31/94 |
| | 12/1/94 | | 1 | | 8 | | | 8-K |
| List all Filings |
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