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.BB — Retirement Salary Continuation Plan
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EXHIBIT 10(bb)
JOSEPH E. SEAGRAM & SONS, INC.
RETIREMENT SALARY CONTINUATION PLAN
1. Purpose
The purpose of this Plan is to enable the Company to offer its eligible
senior executives salary continuation benefits in order to aid the
Company in attracting, retaining and motivating highly skilled senior
executives.
2. Definitions
"Beneficiary" shall mean the person, entity or persons designated by
the participant in accordance with Section 7.
"Board of Directors" shall mean the Board of Directors of The Seagram
Company Ltd.
"Committee" shall mean the Human Resources Committee of the Board of
Directors.
"Company" shall mean Joseph E. Seagram & Sons, Inc. and its
subsidiaries.
"Compensation" shall mean an amount equal to (i) the employee's base
annualized salary on the last day of the employee's full-time
employment with the Company; plus (ii) the highest annual regular
management incentive award (as described in the Management Incentive
Plan of the Company) previously granted to the employee.
"Disability" shall mean inability to engage in any substantial gainful
activity by reason of a medically determinable physical or mental
impairment which can be expected to result in death or to be of
long-continued or indefinite duration. The determination whether a
participant has suffered a disability shall be made by the Committee
based upon such evidence it deems necessary and appropriate.
"Employee" shall mean any person (including an officer or director)
employed by the Company on a salaried basis.
"Participant" shall mean a senior executive employee selected to
participate in the Plan.
"Plan" shall mean the Joseph E. Seagram & Sons, Inc. Retirement Salary
Continuation Plan.
"Retirement" shall mean termination of employment with the Company, at
or after age 55, with 10 or more years of "continuous service" (as that
term is defined in the Pension Plan for the Employees of Joseph E.
Seagram & Sons, Inc. and Subsidiaries) with the Company.
3. Administration
The Plan shall be administered by the Committee, which shall consist of
such members (not less than three) of the Board of Directors as shall
from time to time be appointed by the Board of Directors. Committee
members shall serve at the pleasure of the Board of Directors.
The Committee shall have full authority to interpret the Plan, to
establish rules and regulations relating to the Plan, to determine the
criteria for eligibility to participate in the Plan, to select the
employees who participate in the Plan, to remove participants from
participation in the Plan, to determine compensation, and to make all
other determinations and take all other actions necessary or
appropriate for the proper 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 employees, former employees and beneficiaries.
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4. Participation
The Committee shall from time to time select those senior executive
employees who will participate in the Plan. Each employee selected to
participate in the Plan shall remain a participant for the entire
period thereafter during which he is an employee, subject to the right
of the Committee at any time in its sole discretion to remove an
employee from participation in the Plan. No employee or other person
shall have any claim or right to participate in the Plan.
5. Eligibility For Benefits
A participant shall be entitled to benefits described in Section 6 of
this Plan in the event of (i) the participant's retirement or (ii) the
participant's termination of employment due to disability.
6. Salary Continuation Benefits
(a) Subject to Section 6(b), upon a participant's retirement the
Company shall pay to the participant for a ten year period
commencing at retirement an annual amount equal to 35% of the
participant's compensation.
(b) The benefit described in Section 6(a) shall be reduced if a
participant has not attained a fully vested interest in the
benefit. A participant's interest in his salary continuation
benefit vests at the rate of 2 1/2% per year of employment by
the Company prior to the date of commencement of the
participant's inclusion in the Plan and 10% per year of
employment by the Company during which participant is covered
by the Plan. Accordingly, a participant's vested benefit shall
be determined by multiplying the benefit described in Section
6(a) by the sum (but not to exceed 100% of (i) the
participant's percentage of vesting prior to his inclusion in
the Plan and (ii) the participant's percentage of vesting
during his inclusion in the Plan.
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(c) If a participant's employment terminates by reason of
disability, he may elect to receive, in lieu of the retirement
benefit described in (a) and (b) above, an amount equal to the
benefit described in Section 6(a), commencing at age 65,
without regard to any reduction described in Section 6(b). The
election shall be delivered to the Committee in writing within
90 days after termination of the participant's employment due
to disability.
(d) If a participant otherwise entitled to benefits under this
Plan pursuant to Section 5 should die prior to receiving any
or all of his salary continuation benefits, any unpaid
installments shall be paid in accordance with Section 7. The
Committee may at any time, in its sole discretion, direct that
payment of any remaining installments payable under this
subparagraph (d) be made in one lump sum which is of
actuarially equivalent value, as determined by the Committee,
to the remaining unpaid installments.
7. Designation of Beneficiary
The participant shall have the right to designate a beneficiary who, in
the event of the participant's death under circumstances described in
Section 6(d), shall receive the benefit referred in Section 6(d). Such
designation shall be made by the participant on a form prescribed by
the Committee. The participant may change or revoke such designation by
written notice to the Committee. If the participant does not designate
a beneficiary, or the beneficiary predeceases the participant, any
benefit paid hereunder shall be paid to the participant's estate. If
the beneficiary survives the participant but dies prior to receiving
full payment of the benefit hereunder the amount remaining to be paid
shall be paid to the beneficiary's estate.
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8. Miscellaneous Provisions
(a) The Plan is not a contract between the Company and its
employees. Also, neither the establishment of the Plan, nor
any action taken hereunder, shall be construed as giving any
employee any right to be retained in the employ of the
Company.
(b) Except as provided in Section 7, a participant's rights and
interest under the Plan may not be assigned or transferred,
and any attempted assignment or transfer shall be null and
void and shall extinguish the Company's obligations under the
Plan.
(c) The Plan shall be unfunded. The Company shall not be required
to establish any special or separate fund, or to make any
other segregation of assets, to satisfy its obligations under
the Plan.
(d) The Company shall have the right to withhold from each payment
to be made under this Plan any required withholding taxes.
(e) The Plan shall be construed, administered and enforced
according to the laws of the State of New York.
9. Amendment and Termination
The Board of Directors may at any time amend (in whole or part) or
terminate this Plan.
10. Effective Date
The Plan shall be effective August 1, 1981.
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