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.FF — Flexible Perquisite Program for Senior Executives
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EXHIBIT 10(ff)
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FLEXIBLE PERQUISITES
PROGRAM
FOR EXECUTIVES
Revised January 1999
[JOSEPH E. SEAGRAM & SONS COMPANY LOGO] Joseph E. Seagram & Sons, Inc.
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FLEXIBLE PERQUISITES PROGRAM FOR EXECUTIVES
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INTRODUCTION
As a Seagram executive, you play an important role in advancing the company's
business goals and objectives. To support you in that role, the company has long
maintained a Flexible Perquisites Program under which executives are eligible
for certain perquisites.
The purpose of the Flexible Perquisites Program is twofold: (1) to recognize
your valuable role in and contribution to the company and (2) to help you
balance the continuing challenges of your job with the demands you face outside
of work. Your personal and professional success helps to ensure the continued
success of Seagram -- these perquisites are available to support that success.
The details of the Flexible Perquisites Program are provided in the pages that
follow. If you have additional questions after reviewing this booklet, please
contact the Benefits Department.
ELIGIBILITY
All Seagram U.S. executives are eligible to participate in the Flexible
Perquisites Program. Each executive receives an allowance of perquisite credits
based on his/her current grade level. In the event an individual's executive
status changes, so too will his or her perquisite allowance to reflect the new
allowance level. For your specific allowance amount please contact the Benefits
Department or your Human Resources representative.
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HOW THE PROGRAM WORKS
The Flexible Perquisites Program is designed to accommodate the differing needs
and priorities of each Seagram executive. As such, the program gives you the
flexibility to choose those perquisites that are most appropriate to your work
and family situation. Here's how it works:
1. At the beginning of each calendar year, you receive an allowance of
taxable perquisite "credits". This is an account against which you can
apply eligible expenses throughout that year.
2. You can spend these perquisite credits on any item on the "menu" of
perquisite items. This menu encompasses a range of services, all of which
are described in more detail later in this booklet.
3. Whenever you incur expenses for eligible perquisites, you can submit those
expenses for reimbursement until you exhaust your allotted perquisite
credits. You pay for the perquisite initially, then submit the appropriate
documentation for reimbursement. Documentation that will be accepted as
verification of expense are items such as actual receipts, canceled
checks, or credit card statements.
Please submit all reimbursement requests to the New York Benefits
Department. To ease administration, we ask that you do not submit these
expenses until they total at least $100.
4. All reimbursements are made through your regular paycheck and all
reimbursed amounts are taxable, subject to tax withholding as would any
other form of compensation.
5. Although your perquisite credit account runs on a calendar year basis, all
expenses must be submitted for processing by the first Friday in December.
Any expenses received after that date will be applied toward the following
year's perquisite credit allowance.
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6. If you elect coverage under the Executive Personal Excess Liability Plan
during the annual Flexible Benefit enrollment, Seagram will automatically
deduct the cost from your Flexible Perquisite account. If you choose to
purchase excess liability insurance from your own insurance broker, you
may submit the premium invoice for reimbursement under the Flexible
Perquisite Program.
It is important to note that the Flexible Perquisites Program is completely
separate from the Seagram Flexible Benefits Program. Credits allotted under the
Flexible Perquisites Program cannot be used for the Seagram Flexible Benefits
Program or vice versa.
THE PERQUISITES MENU
The perquisites offered through the Flexible Perquisites Program have been
selected to provide executives with a wide range of services and support.
Following is a listing and description of each eligible perquisite.
AUTOMOBILE LEASING/PURCHASE AND INSURANCE
Recognizing that executives may occasionally use their personal automobiles for
business purposes, this perquisite allows executives to be reimbursed for a
number of related expenses. Executives can be reimbursed up to the amount of
credits available to the executive for the cost of leasing or purchasing an
automobile from the dealer of their choice. All expenses included in the leasing
contract or contract of purchase are eligible for reimbursement. Executives can
also submit the cost of automobile insurance on their personal automobiles.
Licensing fees, gas, maintenance and car washes are not considered eligible
expenses.
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PARKING EXPENSES
Executives can be reimbursed for parking expenses incurred during their regular
commute to work. This does not include parking expenses incurred during business
trips, which will continue to be filed with expense reports.
CELLULAR PHONES
Cellular phones have become helpful business tools. Consequently, the basic fees
associated with the purchase, service, accessories and usage contract are
eligible for reimbursement from your Flexible Perquisite account. The costs for
business related calls should continue to be submitted as regular business
expenses.
CHILD/ELDER CARE
Certain child/elder care expenses, including fees paid for the care of a child
or a dependent spouse or parent while you work or travel on business, are
considered eligible perquisites. Eligible expenses are not subject to the same
restrictions associated with Dependent Care Spending Account--for example,
executives do not need to provide the tax identification number of the care
provider to be reimbursed.
How this differs from Dependent Care Spending Account: This perquisite is a
program completely separate from the Dependent Care Spending Account available
through the Seagram Flexible Benefits Program. The child/elder care perquisite
is designed to supplement executives' contributions to the Dependent Care
Spending Account, not to replace it. The Dependent Care Spending Account
available through the Seagram Flexible Benefits Program is a tax-effective way
to pay for dependent care. However, Seagram recognizes that IRS rules often
limit executives' contributions to this account and offers this perquisite to
make up any difference on an after-tax basis.
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EXECUTIVE PERSONAL ACCIDENT INSURANCE
Executives can be reimbursed for an individual personal accident insurance
policy obtained through their personal insurance agents.
EXCESS LIABILITY INSURANCE
Executives can purchase through the company a personal excess liability
insurance policy that provides up to $5 million in personal liability insurance
after the underlying minimum coverages you are required to carry are exhausted.
Executives can also be reimbursed for an individual personal excess liability
insurance policy obtained through their personal insurance agents.
FITNESS CENTERS AND GENERAL WELLNESS PROGRAMS
This perquisite helps you and your family members to participate in programs not
covered under Seagram's other wellness programs. Eligible expenses can include
expenses for weight loss, smoking cessation, or stress reduction programs and
health club membership fees as long as the membership requirements are
non-discriminatory. Requests for reimbursement of health club membership fees
should be made through the Flexible Perquisite Program. The Health Club
Reimbursement Program is for those employees not eligible for the Flexible
Perquisite Program. Country club dues are not considered an eligible expense.
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HOME MAINTENANCE SERVICES
There may be occasions when your work responsibilities interfere with your
ability to maintain your home. This perquisite can help by allowing you to pay
for home maintenance services. Eligible expenses include such items as house
cleaning, house repairs and lawn services.
OFFICE EQUIPMENT FOR HOME USE
As technology improves and becomes more readily accessible to consumers, many
executives are acquiring and using office equipment in their homes. On occasion
this equipment may be used for Company-related business. In view of this, the
costs for purchasing and servicing personal computer equipment, fax machines,
home business machines, phone message machines, laptops, palm computers and
accessories are eligible for reimbursement through the Program. The cost of home
office furniture is also eligible for reimbursement.
HOME SECURITY
Executives can be reimbursed for the installation and maintenance of a home
security system to ensure the safety and security of executives' homes and
families when they are traveling on business.
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LEGAL SERVICES
Executives can use this perquisite to pay for legal counsel for a variety of
services, such as drafting a will or closing on a home. However, in the unlikely
event that an executive becomes involved in a lawsuit with Seagram or any of its
affiliates, directors, officers, employees, agents or representatives, any
related legal fees are not considered eligible expenses.
PROFESSIONAL FINANCIAL SERVICES
Professional financial services that are eligible as perquisites include
financial counseling, seminars and/or income tax preparation. Executives can
also use this perquisite to purchase income tax or financial software for their
home computers.
Executives can choose an individual or firm for these services on their own.
They also have the option of choosing one of the following companies with which
Seagram has an existing relationship.
INCOME TAX PREPARATION:
Paneth Haber & Zimmerman
600 Third Avenue
New York, N.Y. 10016-1938
Contact: Steve C. Baum - 212-503-8811
Richard A. Eisner & Company
575 Madison Avenue
New York, N.Y. 10022-2597
Contact: Bernard C. Kleinman - 212-891-4040
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FINANCIAL PLANNING:
Salans Hertfeld
Heilbronn, Christy & Viener
620 5th Avenue
New York, N.Y. 10020
Contact: Lanny Oppenheim - 212-632-5527
VIP AIRLINE CLUB MEMBERSHIPS
These memberships are a convenience and normally offer access to office
equipment and telephones, which might be used for business purposes while on
personal travel. Because of this, the cost of VIP airline club memberships are
eligible expenses for reimbursement.
KEEPING THE PROGRAM FRESH
The company continually reviews the Flexible Perquisites Program to ensure that
the Program and its menu of eligible perquisite remains relevant and tuned in to
executives' needs and lifestyles. If you have any questions, comments, or
suggestions about the Flexible Perquisites Program, please direct them to the
Benefits Department.
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