Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 The Seagram Company Ltd. 71 414K
2: EX-3.A Articles of Amalgamation 2 17K
3: EX-10.A Amended & Restated Stockholders' Agreement 87 289K
10: EX-10.AA Senior Executive Basic Life Insurance Agreement 6 23K
4: EX-10.B Amended & Restated Stockholders' Agreement 49 227K
11: EX-10.BB Retirement Salary Continuation Plan 5 19K
5: EX-10.C Stockholders' Agreement Dated 12/9/98 47 220K
12: EX-10.CC Benefit Equalization Plan 7 23K
6: EX-10.D Subscription & Redemption Agreement 13 36K
13: EX-10.DD Senior Executive Group Life 14 53K
14: EX-10.EE Personal Excess Liability Insurance Policy 9 47K
15: EX-10.FF Flexible Perquisite Program for Senior Executives 9 24K
16: EX-10.GG Senior Executive Disability Salary Continuation 1 9K
17: EX-10.HH Post Retirement Consulting Plan 5 24K
18: EX-10.II Canadian Executive Pension Plan 9 31K
19: EX-10.MM Letter to Brian Mulligan 21 91K
7: EX-10.T Management Incentive Plan 11 39K
20: EX-10.VV Agreement Effective 6/15 With Edgar Bronfman Jr. 11 53K
21: EX-10.WW Agreement Effective 6/16 With Samuel Bronfman Ii 12 55K
8: EX-10.X 1988 Stock Option Plan 10 40K
9: EX-10.Y 1992 Stock Incentive Plan 10 53K
22: EX-12.A Statement of Ratios: the Seagram Company Ltd. 1 12K
23: EX-12.B Statement of Ratios:Joseph E. Seagram & Sons, Inc. 1 13K
24: EX-21 List of Subsidiaries 12 94K
25: EX-23 Consent of Pricewaterhousecoopers LLP 1 11K
26: EX-24 Power of Attorney 2 19K
27: EX-27 Financial Data Schedule 1 13K
EX-10.CC — Benefit Equalization Plan
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EXHIBIT 10(cc)
JOSEPH E. SEAGRAM & SONS, INC.
BENEFIT EQUALIZATION PLAN
1. PURPOSE
The purpose of this Plan is to enable the Company to offer selected key
employees retirement benefits in addition to those provided by the
Pension Plan of the Company, and thereby aid the Company in attracting,
retaining and motivating highly skilled senior executives.
2. DEFINITIONS
"Additional Service" shall mean service as provided in Section 5(b).
"Average Final Compensation" shall mean the amount determined pursuant to
Section 6.
"Board of Directors" shall mean the Board of Directors of Joseph E.
Seagram & Sons, Inc.
"Committee" shall mean the Human Resources Committee of the Board of
Directors.
"Company" shall mean Joseph E. Seagram & Sons, Inc. and its subsidiaries.
"Continuous Service" shall mean "continuous service", as that term is
defined in the Pension Plan for purposes of determining the size of a
participant's Pension Plan benefits, plus (i) period deemed to be
continuous service under Section 5(c) of this Plan and (ii) any period of
service with The Seagram Company Ltd. or any of its subsidiaries which is
not treated as continuous service for this purpose under the Pension Plan
and which occurs immediately prior to the participant's employment with
the Company, in all events determined without regard to any limitation in
the Pension Plan on the number of years of continuous service. For this
purpose a "subsidiary" of The Seagram Company Ltd. is any entity in which
The Seagram Company Ltd. has, directly or indirectly, a 50% equity
interest.
"Employee" shall mean any person (including an officer or director)
employed by the Company on a salaried basis.
"Participant" shall mean a key employee selected to participate in the
Plan.
"Pension Credit Service" shall mean the amount determined pursuant to
Section 5.
"Pension Plan" shall mean the Pension Plan for the Employees of Joseph E.
Seagram & Sons, Inc. and Subsidiaries.
"Plan" shall mean the Joseph E. Seagram & Sons, Inc. Benefit Equalization
Plan.
"Retirement" shall mean Deferred Retirement, Normal Retirement, Special
Early Retirement, Early Retirement or Disability Retirement, all as
defined in the Pension Plan.
3. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall have
the full authority to interpret the Plan, to establish rules and
regulations relating to the Plan, and to employ and rely on such legal
counsel, actuaries and accountants as it may deem advisable to assist in
the administration of the Plan. The Committee's interpretation of the
Plan, and all actions taken within the scope of its authority, shall be
final and binding on the Company, its shareholders and its employees,
former employees and beneficiaries.
4. PARTICIPATION
The Committee shall, from time to time, designate those key employees who
shall be eligible to participate in the Plan. No employee or other person
shall have any claim or right to participate in the Plan.
5. DETERMINATION OF PENSION CREDIT SERVICES
(a) "Pension Credit Service" shall be equal to the sum of all years of
continuous service and all years of additional service, up to the
maximum permitted under the Plan. The maximum number of years of
pension credit service which may be credited to a participant is
the greater of (i) 35 years; or (ii) total years of continuous
service up to 40
years; provided, however, that if the participant attains age 65
while employed by the Company and has been credited with 35 or
more years of continuous service, the participant shall be
credited with 40 years of pension credit service under the Plan.
(b) "Additional Service" shall be a number of years of service equal
to the sum of the participant's continuous service up to a maximum
of 15 years plus, in the case of any participant whose retirement
is at the request of the Company after attaining age 60 but prior
to age 65, the number of years in the period between his
retirement date and his 65th birthday. No participant shall be
credited with any additional service unless the participant has
attained 10 years of continuous service, and either:
(i) has attained age 65;
(ii) has commenced retirement at the request of the Company
after attaining age 60; or
(iii) has specifically been granted additional service by the
Company.
(c) Solely for the purpose of this Plan, any period, not in excess of
5 years, during which a participant is entitled to payments under
the disability salary continuation plan of the Company shall be
deemed to be continuous service under the Plan.
6. AVERAGE FINAL COMPENSATION
"Average Final Compensation" shall mean the average final compensation
under the Pension Plan calculated, solely for the purpose of this Plan,
by including in the participant's compensation any regular annual
management incentive award (as described in the Management Incentive Plan
of the Company) granted to the participant. Regardless of the actual date
of payment, a management incentive award will be considered as
compensation paid in equal installments for each month of employment in
the fiscal year for which the manage-
ment incentive award is being granted. Furthermore, for the purpose of
computing average final compensation under this Plan, annual compensation
during any period of service credited under Section 5(c) shall be equal
to the compensation, including management incentive award, which the
participant earned during the year preceding disability.
7. BENEFITS
(a) The Company shall pay to each participant a monthly pension
benefit equal to the excess of the amount calculated under Section
7(b) over the amount calculated under Section 7(c).
(b) The amount calculated under this Section 7(b) shall be the monthly
pension payable to the participant under the provisions of the
Pension Plan, provided that the amount of the pension shall be
determined:
(i) by utilizing the participant's pension credit service and
average final compensation;
(ii) without regard to any reduction attributable to Section 415
of the Internal Revenue Code; and
(iii) without regard to any reduction attributable to any
survivor's pension payable under the Pension Plan to the
participant's spouse.
(c) The amount calculated under this Section 7(c) shall be the sum of:
(i) the monthly pension payable to the participant under the
Pension Plan, plus
(ii) the equivalent monthly amount, computed on a straight life
basis, of any pension payable to the participant from
another employer or other employers (or from any plan or
program maintained by any such employer) for service
rendered prior to the participant's employment with the
Company, but only to the
extent that the pension provided by the prior employer(s)
is attributable to a number of years of service not in
excess of the number of years of additional service granted
under the Plan.
(d) Except as otherwise provided herein, benefits payable under this
plan shall be payable at the same time and subject to the same
conditions as the benefits under the Pension Plan which they
supplement; provided, however, that (i) all payments under this
Plan shall cease with the payment for the month of the
participant's death, (ii) no death benefit shall be payable under
this Plan and (iii) if retirement benefits under the Pension Plan
are increased, the pension benefits of participant receiving
retirement benefits under this Plan shall be increased by the same
percentage amount.
8. EMPLOYMENT WITH A COMPETITOR
Notwithstanding any other provisions of the Plan, if the Company finds
that a participant (including a participant in receipt of a pension or
who is eligible for a deferred pension as a consequence of his retirement
or termination) either (a) has engaged directly or indirectly, either
personally or as an employee, agent, partner, shareholder, officer or
director of, or consultant to, during the period commencing with the
participant's employment with the Company and concluding 5 years
following the date of his retirement or termination of employment, any
entity or person engaged in the manufacture or wholesale distribution of
alcoholic beverages or any other business in which The Seagram Company
Ltd. or any of its affiliates is engaged, and in the opinion of the
Committee such entity or person has engaged in competition with The
Seagram Company Ltd. or any of its affiliates, or (b) at any time
divulged to any person or entity other than The Seagram Company Ltd. or
any of its affiliates any of the trade secrets, methods, processes or
other proprietory or confidential information of The Seagram Company Ltd.
or any of its affiliates, any benefits otherwise payable in the future
under this Plan may be reduced, suspended or cancelled.
For the purpose of this section, a participant shall be deemed not a
shareholder of a competing entity if the participant's record and
beneficial ownership amount to not more than 1 percent of the outstanding
capital stock of any company subject to the periodic and other reporting
requirements of Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended.
9. MISCELLANEOUS PROVISION
(a) This Plan may be terminated at any time by the Board of Directors
in which event the rights of participants to their pension
benefits accrued under this Plan up to the date of termination
(based on the participant's pension credit service and average
final compensation on the date of termination) shall vest, subject
to Section 8 of the Plan. This Plan may also be amended at any
time by the Board of Directors, except that no such amendment
shall deprive any participant of the supplemental pension benefit
as calculated according to Section 7 of this Plan at the time of
such amendment.
(b) Benefits payable under this Plan shall not be funded and shall be
paid out of the general funds of the Company.
(c) Except as required by any applicable law, no benefit under this
Plan shall in any manner be anticipated, assigned or alienated,
and any attempt to do so shall be void.
(d) The establishment of this Plan shall not be construed as
conferring any legal rights upon any employee or other person for
a continuation of employment, nor shall it interfere with the
rights of the Company to discharge any employee and to treat him
without regard to the effect which such treatment might have upon
him as a member of this Plan.
(e) The Company shall have the right to deduct from each payment to be
made under this Plan any required withholding taxes.
(f) This Plan shall be construed, administered and enforced according
to the laws of the State of New York.
10. EFFECTIVE DATE
The Plan shall be effective September 1, 1981 and shall apply only to
individuals who are regular, full-time employees on or after September 1,
1981. The benefits of individuals whose regular, full-time employment
terminated prior to September 1, 1981 shall be determined under the
Benefit Equalization Plan in effect at that time.
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