Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Q1 2017 Form 10-Q HTML 805K
2: EX-4 Amended and Restated Credit Agreement HTML 2.91M
3: EX-10.A Sourisseau Employment Contract HTML 91K
4: EX-10.B Sourisseau Serp Agreement HTML 38K
5: EX-10.C Gifford Amended Serp HTML 40K
6: EX-31.1 Certification of CEO HTML 31K
7: EX-31.2 Certification of CFO HTML 31K
8: EX-32 906 Certification HTML 27K
15: R1 Document And Entity Information HTML 43K
16: R2 Consolidated Statements of Operations (Unaudited) HTML 73K
17: R3 Consolidated Statements of Comprehensive Income HTML 53K
(Unaudited)
18: R4 Consolidated Balance Sheets (Condensed) HTML 90K
(Unaudited)
19: R5 Consolidated Statements of Cash Flows (Condensed) HTML 102K
(Unaudited)
20: R6 Consolidated Statements of Changes in HTML 77K
Shareholders' Equity (Unaudited)
21: R7 Statement of Information Furnished HTML 31K
22: R8 Accounting and Reporting Developments HTML 41K
23: R9 Accumulated Other Comprehensive Income HTML 121K
24: R10 Stock-Based Compensation HTML 42K
25: R11 Receivables HTML 39K
26: R12 Inventories HTML 34K
27: R13 Derivative and Other Financial Instruments HTML 147K
28: R14 Restructuring and Other HTML 54K
29: R15 Debt HTML 92K
30: R16 Asbestos-Related Liabilities HTML 57K
31: R17 Commitments and Contingent Liabilities HTML 39K
32: R18 Earnings Per Share HTML 42K
33: R19 Pension and Other Postretirement Benefits HTML 61K
34: R20 Income Taxes HTML 39K
35: R21 Segment Information HTML 93K
36: R22 Condensed Combining Financial Information HTML 1.05M
37: R23 Accounting and Reporting Developments (Policies) HTML 39K
38: R24 Accumulated Other Comprehensive Income (Tables) HTML 114K
39: R25 Stock-Based Compensation (Tables) HTML 34K
40: R26 Receivables (Tables) HTML 35K
41: R27 Inventories (Tables) HTML 35K
42: R28 Derivative and Other Financial Instruments HTML 120K
(Tables)
43: R29 Restructuring and Other (Tables) HTML 51K
44: R30 Debt (Tables) HTML 88K
45: R31 Asbestos-Related Liabilities (Tables) HTML 46K
46: R32 Earnings Per Share (Tables) HTML 41K
47: R33 Pension and Other Postretirement Benefits (Tables) HTML 67K
48: R34 Income Taxes (Tables) HTML 37K
49: R35 Segment Information (Tables) HTML 88K
50: R36 Condensed Combining Financial Information (Tables) HTML 1.05M
51: R37 Accounting and Reporting Developments (Details) HTML 31K
52: R38 Accumulated Other Comprehensive Income HTML 48K
(Components) (Details)
53: R39 Accumulated Other Comprehensive Income HTML 65K
(Reclassification) (Details)
54: R40 Stock-Based Compensation (Summary of Restricted HTML 39K
Stock Transactions) (Details)
55: R41 Stock-Based Compensation (Narrative) (Details) HTML 70K
56: R42 Receivables (Details) HTML 40K
57: R43 Inventories (Details) HTML 33K
58: R44 Derivative and Other Financial Instruments HTML 69K
(Narrative) (Details)
59: R45 Derivative and Other Financial Instruments HTML 35K
(Accumulated Other Comprehensive Income ("AOCI")
and Earnings from Changes in Fair Value Related to
Derivative Instruments) (Details)
60: R46 Derivative and Other Financial Instruments (Fair HTML 63K
Values of Outstanding Derivative Instruments in
the Consolidated Balance Sheets) (Details)
61: R47 Derivative and Other Financial Instruments HTML 49K
(Offsetting of Derivative Assets and Liabilities)
(Details)
62: R48 Derivative and Other Financial Instruments HTML 37K
(Notional Values of Outstanding Derivative
Instruments in the Consolidated Balance Sheet)
(Details)
63: R49 Restructuring and Other (Narrative) (Details) HTML 44K
64: R50 Restructuring and Other (Restructuring Charges by HTML 34K
Action/Type) (Details)
65: R51 Restructuring and Other (Components of Outstanding HTML 42K
Restructuring Reserve and Movements) (Details)
66: R52 Debt (Summary of Outstanding Debt) (Details) HTML 108K
67: R53 Debt (Narrative) (Details) HTML 100K
68: R54 Asbestos-Related Liabilities (Narrative) (Details) HTML 35K
69: R55 Asbestos-Related Liabilities (Summary of Claims HTML 30K
Activity) (Details)
70: R56 Asbestos-Related Liabilities (Summary of HTML 39K
Outstanding Claims by Year of Exposure and State
Filed) (Details)
71: R57 Asbestos-Related Liabilities (Summary of HTML 30K
Percentage of Outstanding Claims Related to
Claimants Alleging Serious Diseases) (Details)
72: R58 Commitments and Contingent Liabilities (Details) HTML 41K
73: R59 Earnings Per Share (Details) HTML 49K
74: R60 Pension and Other Postretirement Benefits HTML 53K
(Details)
75: R61 Income Taxes (Reconciliation of Provision for HTML 45K
Income Taxes to U.S. Federal Income Tax Rate)
(Details)
76: R62 Segment Information (Information about Operating HTML 64K
Segments) (Details)
77: R63 Segment Information (Reconciliation of Segment HTML 52K
Income) (Details)
78: R64 Segment Information (Narrative) (Details) HTML 26K
79: R65 Condensed Combining Financial Information HTML 47K
(Narrative) (Details)
80: R66 Condensed Combining Financial Information HTML 134K
(Condensed Combining Statement of Comprehensive
Income) (Details)
81: R67 Condensed Combining Financial Information HTML 191K
(Condensed Combining Balance Sheet) (Details)
82: R68 Condensed Combining Financial Information HTML 140K
(Condensed Combining Statement of Cash Flows)
(Details)
84: XML IDEA XML File -- Filing Summary XML 154K
83: EXCEL IDEA Workbook of Financial Reports XLSX 94K
9: EX-101.INS XBRL Instance -- cck-20170331 XML 5.24M
11: EX-101.CAL XBRL Calculations -- cck-20170331_cal XML 236K
12: EX-101.DEF XBRL Definitions -- cck-20170331_def XML 750K
13: EX-101.LAB XBRL Labels -- cck-20170331_lab XML 1.43M
14: EX-101.PRE XBRL Presentations -- cck-20170331_pre XML 1.01M
10: EX-101.SCH XBRL Schema -- cck-20170331 XSD 160K
85: ZIP XBRL Zipped Folder -- 0001219601-17-000016-xbrl Zip 303K
Crown Holdings, Inc. maintains the Crown Senior Executive Retirement Plan (the “Plan”) to provide retirement and death benefits to certain of its key management employees. Gerard Gifford (the “Participant”), as an executive of the
Company, was selected to participate in the Plan effective June 1, 2012. The Company and the Participant now wish to update the Participant’s individual Plan agreement effective June 1, 2017. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the definitions set forth in the Plan, which is incorporated herein and made a part hereof.
Therefore, the Company and the Participant, both intending to be legally bound, hereby agree as follows:
Agreement
1.Participation Effective Date. The effective
date of the Participant’s participation in the Plan is June 1, 2012.
2.Normal Retirement Benefit. The Participant has been designated as a Group C Participant and shall be entitled to a Retirement Benefit calculated in accordance with the applicable provision of Section 3.1 of the Plan. For purposes of calculating the Participant’s Retirement Benefit under Section 3.1.2 of the Plan, item “F” shall include the “Supplemental Retirement Benefit” the Participant is entitled to under the Crown Restoration Plan (the "Restoration Plan"). The reduction in the Participant’s Retirement Benefit attributable to his Supplemental Retirement Benefit under the Restoration Plan shall be determined in a manner consistent with the reduction attributable to the Participant’s Crown Pension.
3.Vesting. The
Participant shall be 100% vested in his Retirement Benefit as follows:
(i) Upon completing five years of participation in the Plan;
(ii) In the event of a Change in Control while he is employed by the Employer; or
(iii) In the event his employment with the Employer is terminated by reason of his Total Disability or death.
4.Normal Retirement Date. The Participant’s Normal Retirement Date is March 28, 2020.
5.Early Retirement Benefit. In the event the Participant’s Commencement
Date precedes his Normal Retirement Date, his Retirement Benefit shall be the amount determined under Section 3.1 of the Plan, reduced by the standard early retirement reduction factors set forth in Rider No. 1 to the Crown Cork & Seal Company, Inc. Pension Plan (or any successor plan thereto) for the period by which his Commencement Date precedes his Normal Retirement Date.
6.Disability Benefit. There shall be no short-term or long-term disability benefits payable under the Plan.
7.Surviving Spouse Retirement Benefits. If the Participant dies after becoming entitled to a vested Retirement Benefit under the Plan and prior to his Commencement Date, his surviving spouse, if any, shall receive a lump sum survivor benefit equal to 50% of the present value of the Participant’s Retirement Benefit
determined at the time of the Participant’s death and which shall be payable as soon as administratively feasible after what would have been the Participant’s Commencement Date or upon a Change in Control, if earlier.
-2-
8.Death Benefits. If the Participant dies after becoming entitled to a vested Retirement Benefit under the Plan, the Company shall pay to the Participant’s designated beneficiary a lump sum death benefit equal to five times his annual normal Retirement Benefit. However, for purposes
of determining the Participant’s lump sum death benefit under this provision, the Participant’s Retirement Benefit shall be calculated without reduction for the Supplemental Retirement Benefit that he is entitled to under the Crown Restoration Plan. In the event the Participant fails to properly designate a beneficiary or if the designated beneficiary does not survive the Participant, the death benefit shall be payable to the Participant’s estate. This death benefit shall be determined at the applicable time as set forth in the relevant section of the Plan and shall be payable as soon as administratively feasible following the Participant’s death.
9.Form of Benefit. The Participant’s Retirement Benefit shall be paid in the form of a cash lump sum. This lump sum payment shall equal the Actuarial Equivalent present value of the Participant’s
Retirement Benefit. All amounts payable under this Agreement shall be determined and paid in United States dollars (no amount shall be adjusted for any fluctuations in exchange rates between such date of determination and the date any such payment is actually made).
10.Distribution. The Participant’s vested Retirement Benefit shall be paid on the earlier of (a) the Participant’s Commencement Date or (b) the occurrence of a Change in Control. Notwithstanding the foregoing, if the Participant’s Commencement Date is determined by reference to the Participant’s termination of employment, then the payment of the Participant’s Retirement Benefit shall be made on the date that is at least six months and one day after the date of the Participant’s termination of employment; notwithstanding the foregoing, if the Participant dies within such six month period, the Participant’s Retirement
Benefits shall be paid to his surviving spouse or his estate, if there is no surviving spouse, as soon as administratively practicable following the Participant’s death, as provided in Section 6.1 of the Plan.
-3-
11.Terms of the Plan Control. The Participant agrees to be bound in all respects by all provisions of the Plan, as amended and restated effective January 1, 2008 and subsequently amended or restated from time to time, including without limitation, all decisions of the Committee resolving questions concerning the operation and interpretation of the Plan. In all cases in which
the Participant has an election or option under the Plan, the Participant must comply with the policies and procedures specified in the Plan or established by the Committee to make such election.
12.Interpretation. The Participant shall be considered a Group C Participant for all purposes of the Plan and this Agreement shall be interpreted accordingly. References to Plan provisions shall mean those provisions of the Plan, as amended and restated effective January 1, 2008 and subsequently amended or restated from time to time. Nothing in the Plan or in this Agreement shall be interpreted to cause a duplication of benefits. Any change or amendment to such Plan provisions that would affect the Participant’s rights accrued up to the date of such change or amendment shall be effective as to the Participant only with his written consent;
provided that, the Company or the Committee may make non-material changes to administrative policies or procedures without the Participant’s consent.
13.General. This Agreement shall not constitute an employment contract between the Company and the Participant and shall not be construed as conferring on the Participant the right to continue in the employ of the Company. The Participant, his beneficiary and his surviving spouse shall have no
right to assign, transfer, pledge, encumber or otherwise anticipate any payment or interest under the Plan or this Agreement. The Participant acknowledges that he, his surviving spouse and beneficiary shall have no title to, or secured interest in, any assets the Company sets aside, earmarks or otherwise segregates (including in any trust) for the satisfaction of its liabilities under the Plan or this Agreement.
14.Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania, except to the extent superseded by federal law.
-4-
15.Taxes. The
Participant acknowledges and agrees that Section 6.3 of the Plan shall not apply to any benefit payable to the Participant or the Participant’s surviving spouse.
16. Crown Restoration Plan. The Participant acknowledges and agrees that effective June 1, 2017, the Participant will cease to earn any additional benefits under the Restoration Plan. The Participant's accrued benefit under the Restoration Plan will remain fully vested and payable in accordance with the terms thereunder.
This Agreement is entered into effective as of June 1, 2017.
