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.AA — Senior Executive Basic Life Insurance Agreement
EX-10.AA | 1st Page of 6 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 10(aa)
JOSEPH E. SEAGRAM & SONS, INC.
SENIOR EXECUTIVE BASIC LIFE INSURANCE PROGRAM
1. PURPOSE
The purpose of this Plan is to enable the Company to assist its
eligible senior executives in obtaining life insurance 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 or his assignee 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 the employee's base annual
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 as it deems necessary
and appropriate.
"Employee" shall mean any person (including an officer or director)
employed by the Company on a salaried basis.
"Insurer" shall mean the insurance company from which the Company
purchases a policy.
"Participant" shall mean a senior executive employee selected to
participate in the Plan.
"Plan" shall mean the Joseph E. Seagram & Sons, Inc. Senior Executive
Basic Life Insurance Program.
"Policy" shall mean the life insurance policy referred to in Section 5.
"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, to select the
policy, 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.
4. PARTICIPATION
The Committee shall from time to time select those 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. LIFE INSURANCE POLICY
The Company shall purchase and maintain on behalf of each participant
during the period of the participant's participation in the Plan a life
insurance policy ("policy"), which shall be selected by the Committee
in its sole discretion, equal in face amount to at least two times the
participant's compensation. Except to the extent provided in Sections 7
and 8(c), the Company shall be the sole owner of the policy, with all
the rights and obligations arising therefrom.
During the entire period the participant is insured under the terms of
the Policy, the participant shall contribute annually to the Company
for the purchase and maintenance of the policy an amount equal to the
annual taxable economic benefit the participant derives from the life
insurance protection provided under the policy as determined by the
Company; provided that if the participant's employment terminates by
reason of disability, the participant shall no longer be required to
contribute any amount to the Company.
6. DEATH BENEFIT
(a) In the event of the participant's death (i) while employed by
the Company and (ii) within three years after the date as of
which his participation in the Plan
commenced, no death benefit shall be paid under the Plan;
provided however that the Committee will authorize payment of
a death benefit if the participant was not otherwise covered
by the Company's group life insurance program at the time of
his death.
(b) In the event of the participant's death (i) while employed by
the Company (or, in the event he has made an election under
Section 6(c) of the Company's Salary Continuation Plan to
delay commencement of benefits under that Plan, after
termination of employment due to disability but prior to age
65) and (ii) three or more years after the date as of which
his participation in the Plan commenced, the participant's
beneficiary shall receive from the insurer policy proceeds in
an amount equal to two times the participant's Compensation.
(c) In the event of a participant's death after retirement, the
participant's beneficiary shall receive from the insurer
policy proceeds in an amount equal to the amount determined
under Schedule I attached hereto.
7. DESIGNATION OF BENEFICIARY
The participant or his assignee shall have the right to designate a
beneficiary who, in the event of the participant's death while insured
under the terms of the policy, shall receive the death benefit referred
to in Section 6. Such designation shall be made by the participant or
his assignee on a form prescribed by the Committee. To the extent
permitted under the terms of the policy, the participant or his
assignee may change or revoke such designation by written notice to the
Committee. If the participant or his assignee does not designate a
beneficiary or the beneficiary predeceases the participant, any death
benefit paid under the policy shall be paid to the participant's
estate. If the beneficiary survives the participant but dies prior to
receiving full payment of the death benefit paid under the policy, the
amount remaining to be paid shall be paid to the beneficiary's estate.
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) The Plan is not a contract between the Company and the
insurer. The insurer shall not have any rights under this
Plan.
(c) A participant's rights and interests 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. Notwithstanding the
preceding sentence, the participant may assign all his
incidents of ownership in the policy (including the right to
designate a beneficiary in accordance with Section 7).
9. AMENDMENT AND TERMINATION
The Board of Directors may at any time amend (in whole or in part) or
terminate this Plan.
10. EFFECTIVE DATE
The Plan shall be effective August 1, 1981.
SCHEDULE I
POST RETIREMENT LIFE INSURANCE AS A PERCENTAGE OF COMPENSATION
AGE AT WHICH EMPLOYEE IS ENTITLED TO HAVE RETIREMENT SALARY
CONTINUATION PAYMENTS COMMENCE
[Enlarge/Download Table]
If Death Occurs
Before 55 56 57 58 59 60 61 62 63 64 65
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Birthday
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56th 79.2 - - - - - - - - - -
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57th 45.5 74.9 - - - - - - - - -
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58th 12.2 41.1 70.6 - - - - - - - -
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59th 0 7.6 36.7 66.6 - - - - - - -
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60th 0 0 3.0 32.4 60.7 - - - - - -
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61st 0 0 0 0 26.3 56.4 - - - - -
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62nd 0 0 0 0 0 21.9 50.7 - - - -
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63rd 0 0 0 0 0 0 16.0 45.1 - - -
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64th 0 0 0 0 0 0 0 9.7 39.4 - -
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65th 0 0 0 0 0 0 0 0 4.1 33.7 -
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66th 0 0 0 0 0 0 0 0 0 0 28.1
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NO POST-RETIRMENT INSURANCE AFTER AGE 66
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