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EXHIBIT 10.14
ASSOCIATES CORPORATION OF NORTH AMERICA
DEFERRED COMPENSATION UNIT PLAN AGREEMENT
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ASSOCIATES CORPORATION OF NORTH AMERICA
DEFERRED COMPENSATION UNIT PLAN AGREEMENT
THIS AGREEMENT, in duplicate original, is entered into on this _____
day of __________ , 19__, by and between Associates Corporation of North America
("Company") and _____________________ ("Executive").
I
Effective Date
If Executive has entered into prior DUP agreements, this agreement
shall be effective as of October 1, 1980 and the terms hereof shall govern and
supersede all prior agreements entered into between Executive and Company for
Executive's Account Balance as of such Effective Date and for Executive's
participation on and after the Effective Date. If Executive has not entered
into prior DUP agreements, this agreement shall be effective on the date
executed by Executive and Company.
II
Definitions
2.1 For purposes of this agreement the following capitalized terms
shall have the meaning set forth herein:
(a) "Account" shall mean the record maintained by the Company
reflecting Executive's Deferred Amounts, Stock Units, Cash Account and interest
and all other adjustments provided for in this Plan.
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(b) "Account Balance" shall mean at any time the amount credited
to the Executive's Cash Account, the value of the Stock Units and such
securities upon which the value of a unit established under this Plan is based
and accrued interest on the Cash Account and such other units but not credited
at such time.
(c) "Cash Account" shall mean amounts credited to Executive's
Account in U. S. Dollar value. The balance in the Cash Account shall bear
interest on a daily basis computed on a 365 or 366 day year as the case may be
at Prime Rate in effect from time to time.
(d) "Committee" shall mean the Compensation Committee of the
Board of Directors of Associates Corporation of North America.
(e) "Deferred Amount" shall mean the amount by which the Current
Salary is reduced from time to time as agreed upon by the Executive and the
Company and deferred in accordance with the terms of the Plan.
(f) "Current Salary" shall mean, at any time, the gross amount
being paid to Executive for Employment before giving effect to any agreements
as to compensation hereunder.
(g) "Employed" or "Employment" shall mean performing services as
an employee on a full time basis for Associates First Capital Corporation,
Associates Corporation of North America and their respective subsidiaries.
(h) "Executive" shall mean the employee employed in a managerial
or executive capacity with the Company whose
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participation in the Plan has been approved by the Compensation Committee.
(i) "Notification Date" shall mean the 30th day prior to the
first day of each calendar quarter.
(j) "Price" shall mean whichever of the following prices is
applicable to a share of Common Stock or such other security upon which the
value of a unit is based:
(i) closing price of such securities on the New York
Stock Exchange or if a closing price is not quoted on the New York
Stock Exchange at the time of valuation, then (ii) the closing sales
price on such other principal national securities exchange on which
such security is admitted to trading, or if a closing price is not
quoted on such other national securities exchange, then (iii) the
closing bid and asked per unit price of the security on the over the
counter market as quoted by the National Association of Securities
Dealer Automated Quotation System ("NASDAQ") or if such security is
not quoted on NASDAQ, then (iv) the closing bid and asked per unit
prices for the security as reported by the National Quotation Bureau
Incorporated, or if none of the foregoing methods make reported price
information available, then (v) by such per unit price as the
Committee determines approximate fair market value based on
information available at the time.
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(k) "Plan" shall mean this Deferred Compensation Unit Plan
Agreement, effective October 1, 1980, and as it may be hereafter be amended
from time to time.
(l) "Prime Rate" shall mean the per annum rate of interest as
announced by Manufacturers Hanover Trust Company of New York for unsecured
short term loans to its most credit worthy borrowers and commonly known or
announced as "prime rate".
(m) "Salary" shall mean the Current Salary reduced by the agreed
upon Deferred Amount pursuant to Article IV.
(n) "Stock Unit" shall mean the equivalent of a share of Common
Stock of Gulf + Western Industries, Inc. ("Common Stock").
III
Participation
3.1 The Committee shall in its sole discretion approve the
Executive for participation in the Plan. Participation shall be evidenced by
the execution of this Plan by Executive and approval by the Committee.
3.2 Participation hereunder will continue until termination of
Executive's participation. Notwithstanding any termination of participation the
Executive's Account Balance shall not become payable but shall remain subject
to the provisions of Article VI.
3.3 (a) Active participation hereunder shall terminate upon the
earlier of:
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(i) decision of the Committee and notification to
Executive,
(ii) termination of Employment, or
(iii) written election of Executive submitted to the
officer of the Company designated by the Committee.
(b) In the event the Executive is transferred to any
affiliate of Associates First Capital Corporation and its subsidiaries, the
Committee shall determine whether such transfer constitutes termination of
employment for purposes of this Agreement. "Affiliate" of the Company as used
herein shall mean any corporation controlling, or under common control with,
Associates First Capital Corporation.
3.4 Upon termination of participation Executive shall not be
entitled to make any further elections as to Deferred Amounts and, if Executive
has not terminated Employment, the Executive's Salary shall revert to the
Executive's then Current Salary on the first payday of the calendar quarter
which immediately follows such termination of participation.
IV
Deferred Compensation
4.1 Subject to the terms hereof, from time to time Executive and
the Company may agree as to the Salary which will be paid to Executive for
services which may be performed by Executive subsequent to such agreement and
the Deferred Amount which will not be paid to Executive except in accordance
with Article VI.
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Such Salary may be any amount less than Executive's Current Salary.
4.2 The agreement as to Salary shall be evidenced by a written
request submitted by the Executive and accepted by the Committee or its
representative. The written request must specify Executive's Current Salary,
Deferred Amount, Salary and the Amounts to be credited to the Cash Account or
as Stock Units or combination thereof. The written requests must be received
and approved on or before the Notification Date preceding the calendar quarter
for which such Salary agreement is to be effective. Beginning with the first
payday in the calendar quarter for which the Salary agreement is to be
effective, the amount of Salary agreed upon will be paid to Executive on each
regular payday and the Deferred Amount will be credited to the Executive's
Account on each regular payday until the earlier of (i) the date specified in
Section 3.4 or (ii) the beginning of a subsequent calendar quarter for which a
subsequent Salary agreement has been entered into in accordance with the
foregoing provisions.
V
Executive's Account
5.1 Deferred Amounts shall be credited either to the Cash Account
or as Stock Units. The number of Stock Units to be credited shall be determined
by dividing the designated amount by the unit Price for the Common Stock on the
date credited.
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During Employment interest accrued on the Cash Account shall be
credited to the Cash Account at the end of each calendar quarter.
5.2 The amount of the Deferred Amount which is not translated
into Stock Units shall be credited to the Executive's Cash Account. No
fractional Stock Units shall be credited to the Account. Any amount remaining
after determining the number of whole Stock Units to be credited to the Account
shall be credited to the Cash Account.
5.3 If Executive's Account has credited to it Stock Units or
other units, for each Stock Unit or other unit there shall be credited to the
Executive's Account, as appropriate, amounts equal to any dividends declared
and paid on a share of Common Stock, or interest on such other security upon
which a unit is based, such amounts to be credited as of the dividend or
interest payment date and in such manner that Executive's account with the
Company hereunder shall accrete to the same extent as though Executive held the
amount of Common Stock or other security represented by the units credited to
his Account and had purchased such Stock or other securities on the date the
units are credited to his Account. Any such accretions shall be converted into
additional whole units based upon the Price of the Common Stock or other
securities on the payment date for any such dividend or interest payment, or,
if such record date shall not be a market trading day, upon the preceding
market trading day. Stock Units shall be adjusted to reflect stock dividends,
stock splits, stock
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combinations or any other change in the Common Stock, all in such manner that
the Stock Units credited to Executive's Account shall reflect such changes to
the same extent as though Executive held the amount of Common Stock represented
by the Stock Units.
5.4 Company shall have no obligation to set aside, earmark, or
entrust any fund, property, or shares of Common Stock, or other securities with
which to make payment or distribution in fulfillment of its obligations
hereunder. Executive and any successor in interest to him, in respect of all
payments or distributions to be made hereunder, shall be and remain simply a
creditor of Company in the same manner as any other creditor having a general
claim for unpaid compensation as, if and when his rights or the rights of his
successors in interest to receive the same shall mature or become payable and
distributable.
5.5 During Employment or if an Executive has taken retirement in
accordance with the Company's then existing policy, so long as any Account
Balance remains, Executive may elect, with the approval of the Committee, that
all or any portion credited to the Account, as of July 31 of any year, be
converted from or into Stock Units or to Cash Account or from other units and
in the case of conversion from or to Stock Units or from other units or such
securities upon which other units are based the conversion will be based upon
the Price of the Common Stock averaged over the fifteen market trading days
immediately preceding such July 31. Any election in accordance with this
section 5.5 must be delivered in
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writing to the Company not later than thirty (30) days prior to such July 31.
VI
Payment of Account Balances
6.1 No amounts may be paid from the Account Balance except after
termination of Employment and in accordance with this Article VI. Upon
termination of Employment of Executive for any reason, including death, the
Account Balance as of the date of such termination shall be determined and paid
and distributed to him or to his beneficiary in accordance with the terms of
this Article VI.
6.2 For purposes of determining the Account Balance, the "value"
of the Stock Units and such other units as may have been established pursuant
to this Plan shall be determined by multiplying the units in the account by the
average of the Prices for the applicable security on which the unit is based
over the calendar month preceding the date of termination.
6.3 The Account Balance shall, in accordance with the provisions
of this Article VI, be paid in one of the forms set forth below. The manner and
time of distribution of Account Balances shall be as determined by the
Committee in its sole discretion. In exercising its discretion the Committee
shall be entitled to consider as one factor a request of the Executive
submitted thirty days prior to termination, or in the case of death, submitted
by the designated beneficiary within thirty days of Executive's death, as to a
particular form of payment delivered
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to the officer of the Company designated from time to time by the Committee.
(a) In the case of death, the Account Balance shall be paid to the
Executive's beneficiary or beneficiaries, designated under Section 6.5 hereof,
in a lump sum in cash, or the entire Account Balance determined as of the
termination date credited to the Cash Account and paid in periodic cash
payments over a period not to exceed ten years, as determined by the Committee.
Accrued Interest on the Cash Account in the case of periodic distributions
shall be paid currently with each distribution.
(b) In the event Employment is terminated for any reason other
than death, the Account Balance shall be paid in cash either in lump sum, or in
such intervals over such a period as may be determined by the Committee. The
Committee may elect to allow the undistributed Account Balance to remain in
units. Under this 6.3 (b) Accrued Interest on amounts in the Cash Account shall
be credited quarterly or paid currently with distributions, if such
distributions are more frequent. If the Account Balance remains as units, the
units shall continue to accrete and be adjusted as provided in Article V on the
unpaid balance from time to time as provided in 5.3 above and the Account
Balance will be revalued at the time of each distribution, based on the average
of the Prices over the calendar month preceding each such distribution.
6.4 If Executive receives the distribution attributable to Stock
Units in one lump sum in cash, and if that former Executive
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desires to purchase for his own account in the open market, Common Stock with
the proceeds of the distribution attributable to the Stock Units, then the
following provision will apply. The Company will reimburse to the former
Executive the net amount necessary to reimburse the cost of brokerage fees
incurred by such former Executive in market trades during the ten trading days
on the securities exchange on which such securities are traded, subsequent to
the date of the distribution from the Plan for the purchase of Common Stock in
a dollar amount not exceeding the dollar amount of the distribution
attributable to Stock Units. Such reimbursement shall be made upon evidence of
such brokerage fees satisfactory to the Committee.
6.5 Executive, within thirty (30) days after becoming a
participant under this Plan, shall file with the officer of the Company
designated from time to time by the Committee a notice in writing designating
one or more beneficiaries to whom payments otherwise due the participant shall
be made in the event of his death. The beneficiary or beneficiaries so
designated shall be one or more persons or entities (including a trust) other
than his creditors, or the creditors of his estate, or an entity in which any
of the foregoing may have an interest. Executive shall have the right to change
the beneficiary or beneficiaries from time to time; provided, however, that any
change shall not become effective until it is received in writing by the
officer of the Company designated from time to time by the Committee. If no
such designation is on file with the Company, or to the extent that any
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such designation is ineffective, the beneficiary shall be the estate of
Executive.
VII
Reduction or Change in Outstanding Securities
In the event the face amount of the outstanding securities upon which
a unit is based shall be reduced to less than 40% of the total face amount of
the securities originally issued, the securities, shall, as of a date
determined by the Committee, cease to be used for determining either the number
or the value of units in a participant's account, and the Committee shall
designate a revised method for unit determination purposes. In the event of a
recapitalization, conversion, call, tender or modification of a security upon
which a unit is based or other similar transaction affecting the status of such
security, which in the opinion of the Committee substantially alters or changes
the advisability of using such security as basis for units under this Plan,
then the Committee as of a date determined by it may cease using such security
for determining the number and value of such units and designate a revised
method or alternative security upon which to base or value such units.
VIII
Administration of Plan
8.1 The administration of this Plan and the construction and
interpretation of any provisions hereof shall be the responsibility of the
Committee and any construction,
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interpretation or decision by the Committee shall be final and conclusive and
shall be binding upon the Company and upon Executive. The Committee may
establish and promulgate such rules and regulations of general application
relating to this Plan as it may determine are desirable and appropriate.
8.2 The entries made to Accounts and determinations of the value
of Account Balances shall be made by the Committee or by the Company, as
appropriate, and the determinations so made shall be conclusive and binding as
to Executive, beneficiaries and the Company and each Executive accepting the
benefits hereof shall be conclusively presumed to accept the same on the
condition that he will not dispute or contest such determinations.
8.3 The Committee may amend or terminate this Plan at any time
provided, however, no such amendment or termination shall, as of the date it
becomes effective, retroactively adversely affect the rights of Executive with
respect to any units or amounts credited prior to the effective date of such
amendment.
IX
General
9.1 It is expressly agreed that Executive will not assign, set
over or otherwise dispose of or attempt to dispose of any interest hereunder,
and any interest of Executive hereunder shall not be the subject of levy by any
creditor of Executive.
9.2 The present agreement shall not constitute a contract or
guarantee or employment for any given interval of time or of a
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guarantee or agreement as to any amount of Current Salary for any given
interval of time.
9.3 This Plan shall be binding upon, and shall be assumed in all
respects by, any successors or assigns of the Company.
DATED: _____________________
EXECUTIVE ASSOCIATES CORPORATION OF
NORTH AMERICA
____________________________ ____________________________
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WRITTEN CONSENT TO RESOLUTIONS
OF THE EXECUTIVE COMMITTEE
OF THE BOARD OF DIRECTORS OF
ASSOCIATES CORPORATION OF NORTH AMERICA
(DELAWARE)
The undersigned, being all the members of the Executive Committee of the Board
of Directors of Associates Corporation of North America, a Delaware corporation
(hereinafter referred to as the "Corporation"), hereby consent to the following
action to be taken by the Corporation without a meeting of the Executive
Committee:
SALE OF FOREIGN SUBSIDIARIES TO
PARAMOUNT COMMUNICATIONS INC.
RESOLVED, that the officers and employees of this Corporation
be, and each of them is, hereby authorized to sell, effective October
30, 1989, to Paramount Communications Inc. for a total consideration
of $1,020,000,000 all of the stock of the following subsidiaries for
the considerations shown:
COMPANY STOCK CONSIDERATION
------- ----- -------------
Associates Capital Corporation Common and Series 1
of Canada First Preferred $ 20,000,000
ACONA BV Preference and
Ordinary Shares $200,000,000
AIC Corporation Share Capital $750,000,000
Associates Financial Services
Company of Puerto Rico, Inc. Common $ 20,000,000
Associates Diverisifed
Investments Ltd. Common $ 30,000,000
and such officers and employees are further authorized to prepare,
execute and deliver such documents and take all such action as may be
required to carry out the intent of this resolution.
* * * * *
AMEND DEFERRED COMPENSATION UNIT
PLAN AND EXECUTIVE INCENTIVE PLAN
RESOLVED, that, effective October 31, 1989, the Deferred
Compensation Unit Plan and the Executive Incentive Plan of this
Corporation be, and each of them is, hereby amended by deleting the
"Stock Xxxx"
00
as defined in such plan which is based on a share of common stock of
Paramount Communications Inc. and by establishing a new unit based
upon the Magellan Fund, an open-end diversified mutual fund managed by
Fidelity Investment Management Inc.
FURTHER RESOLVED, that the officers of this Corporation be and
each of them hereby is authorized to prepare and execute such
amendments, documents, and agreement and to obtain such elections and
consents from the participants in such plan as may be advisable to
carry into effect the foregoing amendments.
* * * * *
RESOLVED, That this consent shall be in lieu of a meeting of
the Executive Committee of the Board of Directors of this Corporation
and shall be filed in the minute book of this Corporation in place of
the minutes of a meeting.
DATED this 25th day of October, 1989.
/s/ XXXXXX X. XXXXX /s/ XXXXXXX X. HOPE
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Xxxxxx X. Xxxxx Xxxxxxx X. Hope
/s/ XXXXXX X. XXXXXX /s/ XXXXXX XXXXXXX
------------------------ ----------------------
Xxxxxx X. Xxxxxx Xxxxxx Xxxxxxx
/s/ XXXXX X. XXXXXXXX, XX.
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Xxxxx X. Xxxxxxxx, Xx.
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RESOLUTIONS ADOPTED BY WRITTEN CONSENT
OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
OF ASSOCIATES CORPORATION OF NORTH AMERICA DATED OCTOBER 3, 1995
APPROVE AMENDMENTS TO THE DEFERRED COMPENSATION UNIT PLAN AND EXECUTIVE
INCENTIVE PLAN
RESOLVED, the Deferred Compensation Unit Plan and the Executive Incentive Plan
of Associates of Corporation of North America ("the Company") are hereby
amended to provide for the conversion of account balances by participants 4
times per year on the last day of each March, June, September and December.
FURTHER RESOLVED, that any one of the members of the Compensation Committee is
authorized to execute and deliver an amendment to the Deferred Compensation
Unit Plan and the Executive Incentive Plan carrying into effect the foregoing
resolution.
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AMENDMENT TO DEFERRED COMPENSATION UNIT PLAN AGREEMENT
OF ASSOCIATES CORPORATION OF NORTH AMERICA
The Deferred Compensation Unit Plan Agreement of Associates Corporation of
North America which is effective on the later of October 1, 1980 or the date
executed by Executive and the Company, is hereby amended in the following
respects:
1. The defined term Stock Unit in Section 2.1(n) is hereby amended to
read in its entirety as follows: "Stock Unit shall mean the equivalent
of 1 share of the Magellan Fund, an open end diversified mutual fund
sponsored and managed by Fidelity Management and Research Company."
This amendment will be effective as of October 31, 1989.
2. Section 5.5 is hereby amended to read in its entirety as follows:
"During Employment or if an Executive has taken retirement in
accordance with the Company's then existing policy, so long as any
Account Balance remains, Executive may elect, with the approval of the
Committee, that all or any portion credited to the Account, as of the
last day of each March, June, September and December ("Conversion
Dates") of any year, be converted from or into Stock Units or to Cash
Account or from other units and in the case of conversion from or to
Stock Units or from other units or such securities upon which other
units are based, the conversion will be based upon the Price of the
Magellan Fund on each such Conversion Date. Any election in accordance
with this section 5.5 must be delivered in writing to the Company on
or before the applicable Conversion Date." This amendment shall be
effective with the election occurring on the last day of December,
1995.
Executed this 11th day of October, 1995.
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Executive Vice President and Member
of the Compensation Committee