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.T — Management Incentive Plan
EX-10.T | 1st Page of 11 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
---|
EXHIBIT 10(t)
Management Incentive Plan
Procedural Guidelines
7/21/00
TABLE OF CONTENTS
----------------------------------------------
[Download Table]
INTRODUCTION 1
ELIGIBILITY 1
Eligibility Criteria 2
Grade 2
Time In Position 2
Separation From Service 2
Protection Guidelines 4
TARGET FUNDS 4
Calculating Incentive Targets 4
Percent of Salary Targets 4
Fixed Amount Targets 5
Using Exchange Rates 6
Protected Targets 6
Senior Executives 6
AWARD CALCULATION 6
Award Components 6
Business Unit Component 7
Individual Component 7
Prorating Payouts 7
Exchange Rates & Conversion Of Awards 9
Rounding of Awards 9
FUTURE CHANGES 9
MIP PROCEDURAL GUIDELINES
===============================================================================
INTRODUCTION
The purpose of the Management Incentive Plan (MIP) is
twofold: (1) to focus management-level employees on
specific goals and objectives designed to enhance the
Company's performance and (2) to motivate employees
toward the achievement of those goals.
As Compensation professionals and Human Resource
Generalists, you have an important role to play in this
process and these MIP Guidelines are designed to help
you fulfill that role. If the MIP--and the employees
participating in the plan--are to achieve their
objectives, the MIP must be administered consistently
and efficiently throughout all Business Units. To that
end, this document is intended to streamline the MIP
process within our global environment by providing a
common set of procedural guidelines.
These guidelines do not attempt to cover every possible
scenario. Rather, these guidelines focus on explaining
MIP eligibility criteria, how to calculate and report
target funds and award calculation procedures. If these
guidelines do not answer all of your questions, please
contact Corporate Compensation at 800 Third Avenue,
13th floor.
ELIGIBILITY
Because the Management Incentive Plan is designed to
guide and motivate the performance of employees in key
decision-making positions, the Plan maintains certain
eligibility criteria. MIP eligibility is determined
based on an employee's grade level, time in the
position, and active duty status. Any change in an
employee's standing relative to these criteria can
affect both that individual's participation in the Plan
and target incentive amount. This section explains how
to determine overall MIP eligibility, as well as how to
handle changes in status that can affect an employee's
MIP eligibility.
ELIGIBILITY CRITERIA
In general, employees must satisfy two criteria before
participating in the MIP--(1) a certain grade level and
(2) a certain length of time in the eligible position.
1
Grade
Grade-related eligibility can vary by country and is
based upon local market compensation practices.
[Download Table]
-------------------------------------------------------------------------------
GRADE REQUIRED EXCEPTIONS
-------------------------------------------------------------------------------
U.S.-PAID EMPLOYEES Grade 54 or higher Sales employees may
participate in a locally
administered sales incentive
plan or in the MIP, but not
both.
-------------------------------------------------------------------------------
NON-U.S. PAID EMPLOYEES Grade 55 or higher Local market compensation
practices may warrant
eligibility at grade 54 for
designated key positions.
-------------------------------------------------------------------------------
Time in Position
Once an employee has satisfied the grade-related
eligibility requirements, the employee must next
satisfy certain time-in-position requirements to be MIP
eligible.
Without exception, employees must have spent at least
three full months of active duty in an
incentive-eligible position during the fiscal year to
participate in the MIP.
For example, as the company's fiscal year runs from
July 1st through June 30th, an employee must be hired
or promoted into an MIP-eligible position by April 1 to
be able to participate in the current fiscal-year MIP.
SEPARATION FROM
SERVICE
If an MIP-eligible employee separates from service,
that event may affect the employee's MIP eligibility
status in a number of ways, depending on the specific
situation. Following is a summary of such events and
how they should be handled relative to the MIP. Please
note that each of these criteria is subject to local
Governmental regulation.
2
[Enlarge/Download Table]
-----------------------------------------------------------------------------------------------------------------
REASON FOR IS EMPLOYEE
SEPARATION STILL MIP SPECIFIC REQUIREMENTS
ELIGIBLE?
-----------------------------------------------------------------------------------------------------------------
Involuntary Yes These employees can
Termination participate in MIP at
without cause, a prorated target if they
such as a job meet the three-month eligibility
elimination requirement before their termination.
-----------------------------------------------------------------------------------------------------------------
Involuntary No N/A.
Termination with
cause
-----------------------------------------------------------------------------------------------------------------
Voluntary Resignation No However, if an employee
resigns and their separation
date is after the end of a
fiscal period but before
that period's payout , their
participation will not be
affected.
-----------------------------------------------------------------------------------------------------------------
Retirement Yes Retiring employees are
eligible to participate in
the incentive plan with a
prorated target incentive
if they met the
three-month eligibility
requirement before their
retirement.
-----------------------------------------------------------------------------------------------------------------
Death Yes Deceased employees
will be considered as
eligible to participate at
a full year's target
incentive if they had met
the three-month
eligibility requirement
before their death.
-----------------------------------------------------------------------------------------------------------------
Short-Term Disability Yes Employees on short-term
disability will be eligible to
participate in the
incentive program with a
prorated target if they
meet the three-month
active duty eligibility
requirement.
-----------------------------------------------------------------------------------------------------------------
Family and Medical Yes Employees on Family or Medical Leave will be considered
Leave Act (FMLA), as eligible to participate at a full year's target
including incentive if they meet the three-month active duty
maternity/parental eligibility requirement.
leave and family
medical leave
-----------------------------------------------------------------------------------------------------------------
Long-Term Disability No Employees on long-term
disability will not be
eligible for the
incentive program until
they return to active duty
and are able to meet the
three-month eligibility
requirement.
-----------------------------------------------------------------------------------------------------------------
Change to part-time Yes Part-time employees who
status notify their Human Resource
Generalist in writing
about their changed status
and are otherwise MIP
eligible can continue to
participate with an
approved prorated target.
-----------------------------------------------------------------------------------------------------------------
3
PROTECTION GUIDELINES
The company's human resource needs and employees'
careers are continually evolving. As a result, there
may be instances in which an MIP-eligible employee
transfers, for whatever reason, to a lower-graded
position with a lower target incentive.
Employees transferring to lower-grade positions may be
eligible for protection under the position change
guidelines. Employees who meet the requirements in the
position change guidelines will be protected at their
original higher incentive target for two full years
after the effective date of the transfer.
For more information on these requirements and how to
handle incentive plan administration beyond this
two-year protection period, refer to the Position
Change Guidelines (September 1995).
TARGET FUNDS
CALCULATING INCENTIVE
TARGETS
MIP targets can be based on either a fixed amount or a
percent of salary. Targets based on a percent of salary
are calculated using fiscal year-end salaries. For
reporting purposes, all targets should be entered as
calculated with no rounding of numbers.
Percent of Salary
Targets
If an employee changes salary and grade levels during
the year, the employee's target in each grade should be
calculated using his/her last salary in the grade, then
prorated to reflect the number of months spent in each
grade.
If an employee has remained in the same grade but with
different salaries throughout the year, this target
calculation should use the employee's last salary in
the grade.
4
EXAMPLE: If Employee A has been in the same grade with
the same incentive target (30%) all year but has had a
salary increase from $45,000 to $50,000, Employee A's
target would be calculated using the last salary in the
grade as follows:
$50,000 x 30% = $15,000
If an employee has been promoted to a different grade
during the course of the fiscal year, the target
calculations should include prorated changes using the
employee's last salary in each grade.
EXAMPLE: At the start of the fiscal year on July 1,
Employee B is a grade 56 with an annual base salary of
$50,000 with an MIP target of 30%. On September 1,
Employee B receives a merit increase to $55,000, which
is still in the same grade. On November 1, Employee B
is promoted to a grade 57 with a salary increase to
$75,000 and an MIP target of 35%. Therefore, Employee
B's target would be calculated as follows:
($55,000 x 30% x 4/12) = $ 5,500.00
+ ($75,000 x 35% x 8/12) = $17,500.00
-------------------------------------------
New Incentive Target = $23,000.00
==========
As you can see, this equation uses Employee B's last
salary in each grade and reflects the number of months
Employee B spent in each grade.
Fixed Amount Targets
When targets are set at fixed dollar amounts per grade,
these amounts should be used to report the target pool.
Employees that change grade levels during the year will
be prorated based on the number of months spend in each
grade.
EXAMPLE: At the start of the fiscal year on July 1,
Employee C is a grade 59 with a fixed MIP target of
$40,000. On December 1, Employee C is promoted to a
grade 60 with a fixed MIP target of $60,000. Therefore,
Employee C's overall MIP target for the year would be
calculated as follows:
($40,000 x 5/12) = $16,666.67
+ ($60.000 x 7/12) = $35,000.00
-------------------------------------------
New Incentive Target = $51,666.67
==========
5
Using Exchange Rates
Target funds in non-US$ currencies should be converted
into US$ for reporting to Corporate Compensation using
the rates issued by the Seagram Corporate Compensation
Department. Final target amounts and calculated awards
should be calculated using these exchange rates.
Protected Targets
When calculating targets for employees at a "protected"
MIP target, use the protected target amount.
Senior Executives
MIP targets for Senior Executives (grades 63 and
higher) should be reported as a separate target pool.
AWARD
CALCULATION
At the end of the fiscal year, each employee eligible
for the MIP receives a payout, if awarded, under the
program. This section explains the components of those
awards and how to calculate them.
AWARD COMPONENTS
Each participant's incentive award is determined by two
factors--(1) an INDIVIDUAL PERFORMANCE RATING and (2) a
BUSINESS UNIT PERFORMANCE RATING. Both factors are
weighted at 100% of the employee's target amount. The
maximum allowable MIP award is 200% of target.
The MIP Award formula is as follows:
Target Award Amount
x Business Unit Performance Rating %
x Individual Performance Rating %
----------------------------------
= MIP Award Amount
================
6
Business Unit
Component
Each Business Unit earns an annual performance rating
based on its performance against certain financial
measurements, including EBITDA (Earnings Before
Interest, Taxes, Depreciation and Amortization) and SVA
(Seagram Value Added), as well as its performance
against pre-established objectives.
Business Unit ratings used in MIP award calculations
can range from 50% to 200%. A rating below 50% may
result in no MIP payout for that Business Unit.
Individual Component
All MIP-eligible employees earn an annual individual
performance rating as part of their overall performance
evaluation. This individual performance rating is based
on performance relative to pre-established goals and
objectives set at the beginning of the fiscal year. All
participants typically have five measurable performance
objectives against which they will be evaluated by
their managers.
Individual ratings for each department must average
100%. However, since the overall target pool of money
remains fixed, the appropriate distribution to each
individual may need to be adjusted to ensure total
incentive payments are within budget. Individual
ratings will typically fall within the 80% - 120%
range, with a maximum rating of 150%. Ratings outside
of the 80% - 120% range require Senior Human Resources
approval. Ratings below 50% may result in no payout to
that individual.
Prorating Payouts
An MIP payout would be prorated for a variety of
reasons, including a participant's job change, grade
change, new hire, or termination.
7
Prorating is based on the number of months a
participant is in a specific MIP eligible position. The
prorating percentage can be determined using the
following table:
[Download Table]
-----------------------------------------------------------------
MONTHS OF SERVICE PRORATING
PERCENTAGE
-----------------------------------------------------------------
1 8.33%
2 16.67%
3 25.00%
4 33.33%
5 41.67%
6 50.00%
7 58.33%
8 66.67%
9 75.00%
10 83.33%
11 91.67%
-----------------------------------------------------------------
The following formulas should be used for prorating
partial months:
1. Any action occurring on days 2 through 15 of a given
month should be considered to have occurred on the
first day of that month.
EXAMPLE: If a new hire starts on October 14th, the MIP
system will consider that individual to have an October
1st start day for purposes of prorating his/her MIP
award. In this case, the individual would receive an
MIP award for 9 months (October through June) or 75% of
her/his target.
2. Any action occurring on days 16 through 31 of a
given month should be considered to have occurred on
the first day of the following month.
EXAMPLE: If a new hire starts on October 20th, the
system will consider that individual to have a November
1st start day for purposes of prorating his/her MIP
award. In this case, the employee would receive an MIP
award for 8 months (November through June) or 66.67% of
her/his target.
8
Exchange Rates &
Conversion of Awards
For reporting purposes, when converting total MIP award
payments, it is important to use the average currency
exchange rates issued by the Seagram Corporate
Compensation Department. The conversion process should
take place AFTER awards are calculated in the
applicable local currency. Use the same exchange rate
used to determine the target amount. If MIP award
payments will require additional currency exchanges,
those exchanges will be based on the exchange rate set
at the time of payment.
Rounding of Awards
Round the total paid award up to the nearest 10
currency units.
EXAMPLE: $75,452 = $75,460
FUTURE CHANGES
These procedures apply to the current Seagram
Management Incentive Plan and are subject to change by
Corporate Compensation to reflect any revisions to the
Plan or the introduction of a new plan. Any questions
should be referred to Corporate Compensation.
9
↑Top
Filing Submission 0000950123-00-008939 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Mar. 29, 8:13:55.1am ET