Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment No.1 to Form S-1 164 964K
2: EX-3.1 Certificate of Incorporation 6 26K
3: EX-3.2B Amended Certificate of Designations 23 65K
4: EX-3.3 Certificate of Designation (Cumulative Voting) 12 36K
5: EX-3.4 Certificate of Designation (Redeemable Voting) 21 58K
6: EX-3.5 Restated By-Laws of the Registrant 20 79K
7: EX-4.2 Specimen Common Stock Certificate 2 14K
8: EX-5 Opinion of Thomas A. Russo, Esq. 2 16K
9: EX-7 Opinion of Skadden, Arps, Slate, Meagher & Flom 4 21K
10: EX-8 Opinion of Skadden, Arps, Slate, Meagher & Flom 2 15K
11: EX-10.1 Form of Agreement of Tenants-In-Common 150 249K
14: EX-10.10B Form of Warrant 28 52K
15: EX-10.17 Voluntary Deferred Compensation Plan 21 87K
16: EX-10.18 Executive and Select Employees Plan 10 26K
12: EX-10.2 Restated Tax Allocation Agreement 67 178K
17: EX-10.20 The E.F. Hutton Partnership Award Plan 20 83K
18: EX-10.23 Lehman Brothers Inc. Employee Ownership Plan 25 100K
19: EX-10.23A Amended Employee Ownership Plan 1 11K
20: EX-10.24 1994 Management Ownership Plan. 26 89K
21: EX-10.25 1994 Management Replacement Plan. 16 58K
22: EX-10.26 Short-Term Executive Compensation Plan 7 30K
23: EX-10.27 1994 Employee Stock Purchase Plan 17 61K
24: EX-10.28 Participating Preferred Plan 19 61K
25: EX-10.28A Amendment to Particpating Preferred Plan 1 11K
26: EX-10.29 Purchase and Exchange Agreement 17 61K
13: EX-10.3 Intercompany Agreement 30 85K
27: EX-10.30 Registration Rights Agreement 31 55K
28: EX-10.31 Option Agreement 45 85K
29: EX-10.32 Form of 1994 Agreement 35 102K
30: EX-10.33 Compensation Plan (For Select Executives) 21 87K
31: EX-10.34 Compensation Plan ( for Transferred Participants ) 22 90K
32: EX-10.35 Executive and Select Employee Plan 11 26K
33: EX-23.1 Consent of Ernst & Young 1 11K
34: EX-23.4 Consent of Lazard Freres & Co. 1 11K
35: EX-23.5 Consent of James D. Wolfensohn Incorporated 1 11K
EX-10.35 — Executive and Select Employee Plan
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LEHMAN BROTHERS INC.
EXECUTIVE AND SELECT EMPLOYEES PLAN
(FOR TRANSFERRED PARTICIPANTS)
Effective September 25, 1985
And as Subsequently Amended Through July 31, 1993
TABLE OF CONTENTS
Section Page
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1 - Definitions . . . . . . . . . . . . . . . . . . . . . 1
2 - Administration of Plan . . . . . . . . . . . . . . . . 3
3 - Participation . . . . . . . . . . . . . . . . . . . . 4
4 - Deferred Compensation Payments . . . . . . . . . . . . 5
5 - Payments Prior to Vesting on Effective Date . . . . . 6
6 - Termination . . . . . . . . . . . . . . . . . . . . . 7
7 - Miscellaneous Provisions . . . . . . . . . . . . . . . 7
8 - Beneficiary Designation . . . . . . . . . . . . . . . 8
9 - Subordination Provisions . . . . . . . . . . . . . . . 8
10 - Construction of Plan . . . . . . . . . . . . . . . . 9
11 - Assignment and Alienation of Benefits . . . . . . . . 9
12 - Governing Law . . . . . . . . . . . . . . . . . . . . 9
i
Section 1. Definitions
1.1 As used in this Plan, the following terms shall have the
meanings hereinafter set forth:
"Beneficiary" means any person or entity designated by the
Participant to receive payments under the Plan after the Participant's death
determined in accordance with Section 8 and the Participant's Deferred
Compensation Agreement.
"Board of Directors" means the Board of Directors of Lehman.
"Closing Date" means the closing date of the Smith Barney Transaction.
"Committee" means the Employee Benefit Plans Committee of Lehman,
which administers the Plan in accordance with Section 2.
"Deferred Compensation Account" means the account maintained under the
Plan for each Participant.
"Deferred Compensation Agreement" means a contract entered into by each
Participant and Lehman which shall set forth all specific terms of the Plan
and which shall be an integral part of this Plan.
"Disabled" means the termination of a Participant's employment with the
Employer by reason of a total and permanent disability as defined in Exhibit C
of the Deferred Compensation Agreement. For purposes of applying the preceding
sentence with respect to any Participant, on and after the date that such
person becomes employed by Smith Barney (as of the Closing Date
or later) in connection with the Smith Barney Transaction, the term "Employer"
shall mean Smith Barney.
"Effective Date" means September 25, 1985.
"Eligible Employee" means any person who, but for the establishment of
this Plan and the related changes to the Lehman Brothers Inc. Executive and
Select Employees Plan (the "Lehman Plan") would have been eligible to
participate under the Lehman Plan at any time prior to or including the Closing
Date, and who became employed by Smith Barney as of the Closing Date or
thereafter in connection with the Smith Barney Transaction.
"Employee" means any employee of Lehman or a subsidiary of Lehman.
"Employer" means: (i) Lehman and any subsidiary thereof which has
employees participating in the Plan, and (ii) where the text of the Plan
specifically so indicates, Smith Barney.
"Exchange" means the New York Stock Exchange, Inc.
"Lehman" means Lehman Brothers Inc.,a Delaware corporation, and its
successors and assigns.
"Participant" means an Eligible Employee who has elected to
participate in the Plan.
"Plan" means the Lehman Brothers Inc. Executive and Select Employees
Plan (for Transferred Participants) as embodied herein and as amended from time
to time.
"Retirement" means a Participant's retirement from employment with the
Employer or otherwise as determined by the Committee in accordance with Section
4 of the Plan. For purposes of the preceding sentence, on and after the date
that a Participant becomes employed by Smith Barney (as of the Closing
2
Date or later) in connection with the Smith Barney Transaction, the term
"Employer" shall mean Smith Barney.
"Smith Barney" means Smith Barney, Harris Upham & Co. Incorporated
and Primerica Corporation and their successors and assigns.
"Smith Barney Transaction" means the sale of certain assets of
lehman to Smith Barney pursuant to the Asset Purchase Agreement dated as of
March 12, 1993 among Shearson Lehman brothers Inc., Shearson Lehman Brothers
Holdings Inc., Smith Barney and American Express Company.
1.2 The masculine pronoun shall be deemed to include the feminine,
and the singular number shall be deemed to include the plural unless a
different meaning is plainly required by the context.
Section 2. Administration of Plan
The Plan and each Deferred Compensation Agreement shall be
administered by the Committee which is made up of not less than three members
appointed by the Board of Directors of Lehman. The Committee shall have
authority to make rules and regulations for the administration of the Plan,
including the delegation of duties to other persons, and the Committee's
interpretations and decisions with regard thereto shall be final and conclusive
except that any controversy arising out of or relating to the subordination
provisions of Section 9, shall be submitted to and
3
settled by arbitration pursuant to the constitution and rules of the Exchange.
Section 3. Participation
3.1 Eligible Employees may elect to participate in the Plan only at
the time or times such participation is offered to such Employees by the
Committee. It is intended that participation shall be offered only during a
limited period of time after the Effective Date; however, Lehman reserves the
right, in its absolute discretion, to offer participation to any Employee at
any time. Eligible Employees who have elected to participate in the Plan may
withdraw only in accordance with its terms, the terms of a Participant's
Deferred Compensation Agreement or any applicable law.
3.2 An Eligible Employee who elects to participate in the Plan
pursuant to an invitation by the Committee may do so by executing a Deferred
Compensation Agreement during the election period specified by the Committee.
The total amount which Participants may elect to defer under the Plan must be
an amount of not less than $20,000 and not more than $400,000, and all amounts
deferred must be in increments of at least $1,000. The deferrals may be made
from future compensation to be received from the Employer or from amounts
previously deferred under the terms of the Lehman Voluntary Deferred
Compensation Plan but only to the extent permitted under the Deferred
Compensation Agreement.
4
Section 4. Deferred Compensation Payments
Subject to Sections 5, 6, 9 and a Participant's Deferred Compensation
Agreement, Lehman shall make payments to a Participant or a Participant's
Beneficiary under the Plan in accordance with one of the following Subsections.
(a) If a Participant is living on the date of his Retirement,
Lehman shall take deferred compensation payments to the
Participant or the Participant's Beneficiary in the event of the
Participant's death after commencement of payments, in
substantially equal annual installments over a fifteen year
period or such shorter period as may be determined by the
Committee. The amount of such installment payments shall be
determined solely in accordance with the Participant's Deferred
Compensation Agreement. Regardless of whether a Participant's
employment with the Employer and all affiliates and subsidiaries
has terminated, a Participant shall not be considered to be
retired under the Plan and the Deferred Compensation Agreement
until attainment of age 55 and consent of the Committee;
provided, however, that, for purposes of this sentence, on and
after the date that a Participant becomes employed by Smith
Barney (as of the Closing Date or later) in connection with the
Smith Barney Transaction, the term "Employer" shall mean Smith
Barney.
5
(b) If a Participant dies prior to the date payments provided
for in Subsection (a) are to commence, Lehman shall make
deferred compensation payments to the Participant's Beneficiary
in fifteen equal annual installments or such fewer number of
annual installments as may be determined by the Committee. The
amount of such installment payments shall be determined solely in
accordance with the Participant's Deferred Compensation
Agreement.
(c) If a Participant becomes Disabled prior to Retirement,
Lehman shall make disability payments to such Participant in
an amount determined solely in accordance with such Participant's
Deferred Compensation Agreement. Disability payments shall
continue until the earlier of such Participant's death or the
date payments under Subsection (a) are to commence but no later
than age 65.
Section 5. Payments Prior to Vesting on Effective Date
If a Participant dies or becomes Disabled prior to the Effective Date
of the Plan, or if prior to September 25, 1990, a Participant ceases to be an
Employee of the Employer or an affiliate for any reason other than death,
Disability or Retirement, all deferrals of compensation under the Plan and the
Deferred Compensation Agreement shall cease and Lehman shall pay to the
Participant or the Participant's Beneficiary, as the case may be, the amount of
compensation theretofore deferred
6
under the Plan plus interest credited at an annual rate equal to the lesser of
5% or the weekly 90-day Treasury Bill auction rate (on a discounted basis)
averaged over a 12-month period ending on the date of payment. Such interest
shall be compounded annually on a calendar year basis and shall be credited
with respect to the average daily balance in the Deferred Compensation Account
each calendar year. Alternatively, Lehman may, in its absolute discretion,
pay to such Participant the amount contributed to his Deferred Compensation
Account plus interest credited at a higher rate as set forth in such
Participant's Deferred Compensation Agreement.
Section 6. Termination
The Committee has the right to terminate the Plan if the Committee
also terminates all the Deferred Compensation Agreements which form a part of
this Plan. Termination shall be by written notice to the Participants and in
the event of termination, Lehman shall pay to each Participant or each
Participant's Beneficiary the amount of compensation theretofore deferred plus
interest credited in accordance with paragraph 4 of the Participant's Deferred
Compensation Agreement.
Section 7. Miscellaneous Provisions
The Plan and all Participants hereunder are subject to certain
miscellaneous provisions pursuant to paragraph 5 of the Deferred Compensation
Agreement which provisions are incorporated herein by reference. On or after
the Closing Date, the terms "Lehman" and "Employer" in the Deferred
Compensation Agreement
7
shall mean Smith Barney to and only to the extent necessary to provide that
payment of a Deferred Compensation Account in accordance with the terms of the
Deferred Compensation Agreement as amended and then in effect shall not occur
solely on account of employment with Smith Barney by a Participant due to the
Smith Barney Transaction.
Section 8. Beneficiary Designation
Participants may designate a Beneficiary or Beneficiaries entitled to
receive any of the payments to be made by Lehman hereunder if the Participant
dies. Such designation shall be made pursuant to and in accordance with
paragraph 6 of the Deferred Compensation Agreement.
Section 9. Subordination Provisions
Lehman's obligations to pay amounts credited to a Participant's
Deferred Compensation Account under the Deferred Compensation Agreement and the
Plan shall be suspended and shall not mature for any period of time during
which the suspension of payment provisions of paragraph 9 of the Deferred
Compensation Agreement is in effect. In addition, all other provisions of said
paragraph 9 are incorporated in this Plan by reference.
Section 10. Construction of Plan
In the event there are any discrepancies or inconsistencies between
this Plan and any Deferred Compensation Agreement, the Deferred Compensation
Agreement shall control.
8
Section 11. Assignment and Alienation of Benefits
Any benefits payable under the Plan and the Deferred Compensation
Agreements may not be assigned, alienated or hypothecated and, to the extent
permitted by law, no such benefits shall be subject to legal process or
attachment for the payment of any claim of any person entitled to receive the
same.
Section 12. Governing Law
The Plan and all Deferred Compensation Agreements forming a part
thereof shall be governed and construed in accordance with the laws of the
State of New York except to the extent pre-empted by any other applicable laws.
9
Dates Referenced Herein and Documents Incorporated by Reference
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| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 4/28/94 | | | | | | | 424B2 |
| | 7/31/93 | | 1 |
| | 3/12/93 | | 5 |
| List all Filings |
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