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EXHIBIT 10 (ii)
MEMORANDUM OF AGREEMENT
MADE IN DUPLICATE AT ON THE
BETWEEN: XXXXXX X. XXXXXXX & SONS, LIMITED
(hereinafter called the "Company")
OF THE FIRST PART
AND:
(hereinafter called the
"Designated Executive")
OF THE SECOND PART
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WHEREAS the Designated Executive is a highly valued officer of the Company; and
WHEREAS the Company desires to continue to have the benefit of the Designated
Executive's services, and upon his/her retirement to have access to his/her
experience and knowledge in a consultative capacity;
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the foregoing
and of the mutual covenants and agreements herein contained, the parties hereto
have agreed and do hereby agree as follows:
1. RETIREMENT PENSION ON OR AFTER ATTAINMENT OF AGE 60
a) Upon the retirement of the Designated Executive on or after
his/her attainment of age 60 he/she shall be entitled to
receive from the Company from the date of his/her retirement
until the date of his/her death a retirement pension equal to
1 1/2 % of his/her pensionable compensation during the 12
month period immediately preceding the date of his/her
retirement, multiplied by the aggregate
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of his/her years of continuous service with any Company in the
Seagram System of Companies.
b) For the purpose of this Agreement, pensionable compensation
shall mean the average of the aggregate of the Designated
Executive's salary and any bonus awarded to him/her in each of
the 5 consecutive years of his/her last 10 years of service
during which such aggregate was highest.
c) The Seagram System of Companies shall mean The Seagram Company
Ltd., and any of its Canadian Subsidiaries and Affiliated
Companies and any Subsidiary and Affiliate as may be
designated from time to time by the Board of the Company.
d) Any retirement pension which the Designated Executive is
entitled to receive under this Section 1 shall be reduced by
the aggregate of any amounts of any retirement pensions which
he/she is entitled to receive under any Retirement Plans of
the Seagram System of Companies.
2. RETIREMENT PENSION ON RETIREMENT PRIOR TO AGE 60
a) In the event that the Designated Executive retires prior to
age 60 with the consent of the Company, he/she shall be
entitled to receive from the Company from the date of his/her
retirement until the date of his/her death a retirement
pension equal to 1 1/2 % of his/her pensionable compensation,
as defined in Section 1 b) above, multiplied by the aggregate
of his/her years of continuous service with any Company in the
Seagram System of Companies, reduced by 1/4 of 1% for each
month between the date of his/her retirement and his/her 60th
birthday.
b) Any retirement pension which the Designated Executive is
entitled to receive under this Section 2 shall be reduced by
the aggregate of any amounts of any retirement pensions which
he/she is entitled to receive under any Retirement Plans of
the Seagram System of Companies.
c) The Designated Executive shall not be entitled to receive any
benefit under this Agreement in the event he/she retires prior
to age 60 without the consent of the
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Company; furthermore, neither the Designated Executive's
spouse nor his/her dependent child or dependent children shall
be entitled to receive any benefit under this Agreement in the
event that he/she retires prior to age 60 without the consent
of the Company.
3. DISABILITY PENSION
a) In the event that the Designated Executive's service with the
Company is suspended prior to his/her attainment of age 60 on
account of his/her becoming disabled, he/she shall be entitled
to receive from the Company from the date on which the payment
of his/her salary is terminated on account of his/her becoming
disabled until the earlier of the date on which he/she ceases
to be disabled or dies, a pension equal to 1 1/2% of his/her
pensionable compensation, as defined in Section 1 b) above,
multiplied by the aggregate of his/her years of continuous
service with any Company in the Seagram System of Companies
and the number of years between the date his/her salary is so
terminated and his/her 65th birthday.
b) In the event that the Designated Executive's service with the
Company is suspended on account of his/her becoming disabled,
and he/she ceases to be disabled prior to his/her attainment
of age 60, he/she shall return to the service of the Company
on his/her ceasing to be disabled unless the Company consents
to his/her retirement. If the Designated Executive does not
return to the service of the Company on his/her ceasing to be
disabled prior to his/her attainment of age 60, he/she shall
be deemed to have retired without the consent of the Company.
c) For the purposes of this Agreement, the Designated Executive
shall be considered to be disabled if he/she is prevented by a
physical or mental disability prior to his/her attainment of
age 60 from performing his/her regular duties for the Company.
The Company may at any time in its absolute discretion require
the Designated Executive to be medically examined to determine
whether he/she is disabled or continues to be disabled. Such
medical examination shall be performed by two medical
practitioners; one named by the Designated Executive and one
named by the Company. In the event of disagreement, the two
medical practitioners must agree on a third impartial medical
practitioner whose decision
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as to the health of the Designated Executive and his/her
ability to fulfill the duties of his/her office shall be
binding on both parties hereto. Subject to the foregoing, the
Company shall determine the dates as of which the Designated
Executive shall be deemed to have become or to have ceased to
be disabled.
d) In the event that the Designated Executive returns to the
service of the Company after ceasing to be disabled, the
period of suspended service during which he/she was disabled
shall count for the purpose of determining the amount of any
benefits payable under this Agreement, where applicable.
e) Any pension which the Designated Executive is entitled to
receive under this Section 3 shall be reduced by the aggregate
of any amounts of any disability benefits which he/she is
entitled to receive under any Long Term Disability Insurance
Plan and of any pension he/she is entitled to receive under
any Retirement Plans of the Seagram System of Companies.
4. SPOUSE'S PENSION
a) If the Designated Executive dies prior to his/her retirement
or while his/her service is suspended on account of his/her
being disabled and is survived by his/her spouse
........................, he/she shall be entitled to receive
from the Company from the date of his/her death until his/her
death, a pension equal to 1.0% of the Designated Executive's
pensionable compensation as defined in Section 1 b) above,
multiplied by the aggregate of the number of years of
continuous service with any Company in the Seagram System of
Companies and the number of years between his/her date of
death and his/her 65th birthday.
b) If the Designated Executive dies after commencing to receive
any pension under Sections 1, 2 or 3 of this Agreement and is
survived by his/her said spouse, he/she shall be entitled to
receive from the Company from the date of his/her death until
his/her death, a pension equal to 66-2/3% of the amount of the
pension which the Designated Executive is entitled to receive
at the date of his/her death under this Agreement before such
amount is reduced by the amounts of any retirement
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pensions which he/she is entitled to receive under any
Retirement Plans of the Seagram System of Companies.
c) Any pension which the said spouse of the Designated Executive
is entitled to receive under this Section 4 shall be reduced
by the aggregate of any amounts of any income benefits which
are payable in respect of the Designated Executive's spouse
under any Survivor Income Plan and any amounts of any pensions
which his/her said spouse is entitled to receive under any
Retirement Plan of the Seagram System of Companies.
5. CHILD OR CHILDREN'S PENSION
a) If upon the death of the Designated Executive's said spouse
while he/she is receiving a pension under Section 4 hereof,
there survive a dependent child or dependent children, as
defined in the Survivor Income Plan of the Company, issue of
his/her marriage with said spouse, together with such children
as are covered in the attachment hereto, of if upon the death
of the Designated Executive prior to his/her retirement or
while his/her service with the Company is suspended on account
of his/her being disabled, or after his/her retirement having
retired on his/her normal retirement date or earlier with the
consent of the Company, he/she is not survived by his/her said
spouse but there survive him/her any dependent child or
dependent children such dependent child or dependent children
shall be entitled to receive while so dependent as from the
date of the death of the Designated Executive's said spouse,
or from the death of the Designated Executive, as the case may
be, an annual pension equal to the amount of the annual
pension which the Designated Executive's said spouse was or
would have been entitled to receive under Section 4 hereof if
the Designated Executive was or had been survived by his/her
said spouse, before such amount is reduced by the amounts of
any income benefits or pension which are payable in respect of
the Designated Executive's said spouse, dependent child or
dependent children under any Survivor Income Plan or any
Retirement Plan of the Seagram System of Companies.
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b) The pension which the Designated Executive's dependent child
or dependent children are entitled to receive shall accrue and
be paid for the sole use of such dependent child or dependent
children, and in equal shares for each if there be more than
one, to his, her or their duly appointed tutor or guardian,
or, in default of such, then to any person whom the Company
may name or approve to that end, for so long as any such
dependent child or dependent children remain dependent and no
longer, the total amount of such pension not diminishing so
long as there remains any such dependent child.
c) Any pension which the Designated Executive's dependent child
or dependent children are entitled to receive under this
Section 5, shall be reduced by the aggregate of any amounts of
any income benefits which are payable in respect of the
Designated Executive's dependent child or dependent children
under any Survivor Income Plan or any Retirement Plan of the
Seagram System of Companies.
6. INTERPRETATION
a) The references in this and all other Sections of this
Agreement to the Retirement Plans, Long Term Disability
Insurance Plan and Survivor Income Benefit Plan of the Seagram
System of Companies shall be understood to mean such Plans, if
any, which are in effect at the time of the Designated
Executive's retirement, disability or death, and under which
any pension, disability or income benefits are payable in
respect of the Designated Executive, his/her said spouse
dependent child or dependent children.
b) The aggregate amount of any pension, disability or income
benefits which the Designated Executive or his/her said spouse
or dependent child or dependent children are entitled to
receive under this Agreement and the Retirement Plans, Long
Term Disability Insurance Plan or Survivor Income Benefit Plan
of the Seagram System of Companies shall be the amount of any
pension or disability benefit which the Designated Executive
or his/her said spouse or dependent child or dependent
children are entitled to receive under this Agreement before
such amount is reduced by the amount of any pension,
disability or income benefit
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which they are entitled to receive under the aforesaid Plans,
and in the event that the amount of any pension, disability or
income benefit which the Designated Executive or his/her said
spouse or dependent child or dependent children are entitled
to receive under the aforesaid Plans is increased or decreased
as a result of the amendment of the terms of such Plans after
they have commenced receiving any pension, disability or
income benefit under this Agreement the amount of any pension,
disability or income benefit which they are entitled to
receive under this Agreement shall be decreased or increased
by an amount equal to the amount by which the amount of any
pension, disability or income benefit which they are entitled
to receive under the aforesaid Plans is increased or
decreased, as the case may be.
c) In determining the amount of any pension payable to the
Designated Executive under Sections 1, 2 or 3 hereof the
amount deductible in respect of the pension which he/she is
entitled to receive under the Retirement Plans of the Seagram
System of Companies shall be determined as if:
(i) he/she were entitled to receive a pension in the
amount of the normal pension payable under the
Retirement Plans from the date of his/her retirement
to the date of his/her death; if no pension is
payable to him/her under a Retirement Plan from the
date of his/her retirement, he/she shall be deemed to
be entitled to receive from the date of his/her
retirement to the date of his/her death a pension in
an amount equal to the actuarial equivalent of the
normal pension payable to him/her under such
Retirement Plans;
(ii) no amount were included in his/her pension by reason
of any additional voluntary contributions having been
made by him/her to the Retirement Plans;
(iii) no options were exercised by him/her under the
Retirement Plans; and
(iv) the pension which he/she would otherwise be entitled
to receive under the Retirement Plans were not
deferred or commuted in whole or in part.
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7. CONDITION
It is the condition of this Agreement in the event that the Designated Executive
retires on or after his/her attainment of age 60 or earlier with the consent of
the Company, in order for him/her or his/her said spouse or dependent child or
dependent children to be entitled to receive any pension under this Agreement in
accordance with the provisions of Section 1, 2, 3, 4 or 5 hereof that the
Designated Executive:
(i) will be able to render consultative and advisory
services to the Company on request; such services
will not require the Designated Executive to follow a
full daily or weekly work schedule but he/she is to
be available for consultation on any and all general
policy or technical questions within his/her
knowledge and experience, whether by telephone or, if
necessary in his/her judgement, at the offices of the
Company; such services shall be provided on a
contractual basis and the Designated Executive shall
not be deemed to be an employee of the Company; and
(ii) will not directly or indirectly enter into the
employment of any person, firm or corporation if such
employment would be in conflict with the interests of
the Company.
8. ARBITRATION
For the purposes of the implementation of this Agreement, the Company shall act
through its Board of Directors and the Designated Executive shall act personally
or through any person whom he/she may designate. In the event of disagreement
between the Company and the Designated Executive regarding the interpretation of
this Agreement, the Company shall name a representative and the Designated
Executive shall name a representative and both such named representatives must
agree on a third impartial person and such two representatives and third person
shall judge the matter and their decision shall be binding on the parties
hereto.
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9. AMENDMENT
No alteration, amendment or variation of this Agreement shall be valid unless
the same is in writing and executed by the parties hereto.
10. APPLICABLE LAW
This Agreement shall be interpreted and administered in accordance with the laws
of the Province of Ontario, Canada.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date
first above written.
XXXXXX X. XXXXXXX & SONS, LIMITED
By:
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In the presence of:
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Employee
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