1
EXHIBIT 10.12
THE ASSOCIATES
LONG-TERM PERFORMANCE PLAN
2
The Associates
LONG-TERM
PERFORMANCE PUN
1. PURPOSE
The purpose of the plan is to enable the Company, through awards of incentive
compensation, to attract and retain executives; to motivate these executives to
promote the long-term growth and profitability of the Company; and to associate
the interests of these executives with those of the Company's stockholders.
2. DEFINITIONS
"Adoption Agreement" shall mean the agreement by which a subsidiary of
Associates First Capital Corporation adopts this Plan.
"Award" shall mean the long-term incentive award granted to a Participant for a
Performance Period under the Plan or the Predecessor Plan.
"Award Payment Date" shall mean, for each Performance Period, the date on which
the amount of the Award for that Performance Period would have been paid to the
Participant under Section 6 of the Plan, without regard to any election to
defer receipt of the Award made by the Participant under Section 8 of the Plan.
"Board of Directors" shall mean the Board of Directors of Associates First
Capital Corporation.
"Committee" shall mean the Executive Committee of the Board of Directors.
"Company" shall mean Associates First Capital Corporation.
"Disability" shall mean the complete inability, due to sickness or accidental
bodily injury, to both (i) perform any and every duty pertaining to a
Participant's occupation with the Company and (ii) engage in any and every
gainful occupation for which the Participant is reasonably fitted by education,
training or experience. The determination whether a Participant has suffered a
Disability shall be made by the Committee based upon such evidence it deems
necessary or appropriate.
"Employee" shall mean any person (including an officer) employed by an Employer
on a full-time, salaried basis.
"Employer" shall mean the Company and any subsidiary of the Company that adopts
or has adopted this Plan by executing an Adoption Agreement.
"Participant" shall mean an Employee selected by the Committee to participate
in the Plan for a Performance Period.
3
"Performance Period" shall mean four consecutive fiscal years of the Company or
such other period of time designated by the Committee with respect to which an
Award shall be earned.
"Plan" shall mean the Associates First Capital Corporation Long-Term
Performance Plan, as set forth herein, as from time to time amended and in
effect.
"Predecessor Plan" shall mean the prior Long-Term Performance Plan maintained
by Paramount Communications Inc. (formerly named Gulf+Western Inc.).
"Retirement" shall mean early retirement with the prior written approval of the
Company or normal or deferred retirement under any defined benefit plan
maintained by the Company and qualified under Section 401(a) of the Internal
Revenue Code of 1954, as amended.
3. ADMINISTRATION
The Plan shall be administered by the Committee, which shall have full
authority to interpret the Plan, to establish rules and regulations relating to
the Plan, to determine the criteria for eligibility to participate in the Plan,
to select Participants in the Plan, the performance targets under the Plan and
the amount of the Awards, and to make all other determinations and take all
other actions necessary or appropriate for the proper administration of the
Plan. The Committee's interpretation of the Plan, and all actions taken within
the scope of its authority, shall be final and binding on the Company, its
stockholders, Participants, Employees, former Employees and beneficiaries.
4. ELIGIBILITY AND PARTICIPATION
Participation in the Plan shall be limited to those key Employees whom the
Committee shall select, on the basis of such Employees' significant impact on
the long-term success of the Company, to participate in the Plan for that
Performance Period.
5. ESTABLISHMENT OF GOALS; GRANT OF AWARDS
The Committee shall establish for each Performance Period the level of
performance goals which must be achieved during the Performance Period in order
for a Participant to earn an Award payable under the Plan at the end of that
Performance Period. In addition, each Participant selected by the Committee
with respect to a particular Performance Period shall be granted an Award for
that Performance Period determined by the Committee in its sole discretion. The
Committee may establish limits on the value which may be paid with respect to
the Awards for that Performance Period.
6. PAYMENT OF AWARDS
(a) Subject to the provisions of Section 8, each Participant shall be
eligible to receive after the close of a Performance Period cash equal
to the value of such Participant's Award for that Performance Period.
4
(b) An Award shall be paid as soon as practicable after the close of the
Performance Period, unless the Participant has made an election under
Section 8 to defer receipt of such Award.
7. LIMITATIONS ON RIGHTS TO PAYMENT OF AWARDS
(a) No Participant shall have any right to receive payment of an Award
under the Plan for a Performance Period unless the Participant remains
in the employ of an Employer through the Award Payment Date. However,
in the event that, prior to the Award Payment Date, a Participant's
employment with an Employer terminates due to the Participant's death,
Disability or Retirement, the Participant (or, in the event of the
Participant's death, the person or estate determined under Section 10)
shall remain eligible to receive a portion of the Award based on the
amount of time the Participant was employed during the Performance
Period. Notwithstanding the preceding two sentences, the Committee
may, if in the reasonable opinion of the Committee circumstances
warrant such action, approve payment of an Award to a Participant
whose employment terminates prior to the Award Payment Date for
reasons other than death, Disability or Retirement.
(b) Furthermore, no Participant shall have any right to receive payment of
an Award under the Plan if, subsequent to the commencement of the
Performance Period and prior to the Award Payment Date, the
Participant either (i) engaged directly or indirectly, either
personally or as an employee, agent, partner, stockholder, officer or
director of, or consultant to, any entity or person engaged in any
business in which the Company or any of its affiliates is engaged,
and, in the opinion of the Committee, such entity or person has
engaged in competition with the Company or any of its affiliates or
(ii) at any time divulged to any person or entity other than the
Company or any of its affiliates, any of the trade secrets, methods,
processes or other proprietary or confidential information of the
Company or any of its affiliates. For the purpose of this paragraph, a
Participant shall be deemed not a stockholder of a competing entity if
the Participant's record and beneficial ownership amount to not more
than 1 percent of the outstanding capital stock of any company subject
to the periodic and other reporting requirements of Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended.
8. DEFERRAL OF PAYMENT OF AWARDS
(a) A Participant may, subject to the terms and conditions of this Section
8, elect to defer payment of all or a portion of any Award which the
Participant might earn with respect to a Performance Period by
completing the payment deferral form prescribed by the Committee.
(b) Payment Deferral Form.
5
The payment deferral form shall include:
(i) the amount to be deferred;
(ii) the period of deferral; and
(iii) the period over which the payment is to be made.
(c) Date of Election.
An election to defer receipt of an Award shall be made prior to the
last day of the calendar year preceding the end of the fiscal for
which the Award is made and shall be effective upon delivery (or in
the event the form is mailed by certified mail, return receipt
requested, on the date of such mailing) of the payment deferral form
to the Senior Vice President - Human Resources except with respect to
the first Performance Period under the Plan, such election shall be
made prior to December 31, 1989. Notwithstanding the preceding
sentence, a Participant's election to defer may be made up to 60 days
after the date the individual first becomes a Participant.
(d) Payment of Deferred Awards.
The amount deferred, plus or minus any earnings or losses thereon
pursuant to Subsection (e) hereof (the "Deferred Amount"), will be
paid to the Participant (or, in the event of the Participant's death,
the person or estate determined under Section 9), on the date(s) and
in the manner selected by the Participant on the payment deferral form
prescribed by the Committee. If a Participant ceases to be employed by
the Company or any of its affiliates due to termination of employment
on account of death, Disability or Retirement, the Committee may, in
its sole discretion, pay the Participant's Deferred Amount in a lump
sum within 60 days of such termination.
If a Participant ceases to be employed by an Employer due to
termination of employment other than on account of death, Disability
or Retirement, the Deferred Amount will ordinarily be paid to the
Participant in a lump sum within 60 days of such termination; however,
the Committee may, in its sole discretion, choose to defer payment
until the time previously elected by such Participant pursuant to this
Section 8.
(e) Earnings Credited on Deferred Amounts.
The Deferred Amount will be credited with earnings and losses in the
manner prescribed by the Committee.
(f) Acceleration of Payment of Deferred Amount.
Payment of the Deferred Amount plus or minus any earnings or losses
may occur prior to the date(s) indicated in the payment deferral form
under the following circumstances.
6
(i) The Company may distribute to the Participant the Deferred
Amount plus or minus any earnings or losses at such date(s) as
the Committee shall determine if the Committee concludes, in
its sole discretion, that events such as changes in the
federal tax laws or applicable accounting principles or
practices have rendered continued deferral of the Deferred
Amount undesirable either for the Company or the Participant.
(ii) At any time prior to complete payment of the Deferred Amount
plus or minus any earnings or losses, the Company may, in its
sole discretion, pay to the Participant (or, in the event of
the Participant's death, the person or estate determined under
Section 9), an amount not greater than that portion of the
Deferred Amount plus or minus any earnings or losses that the
Committee determines, in its sole discretion, is necessary to
meet a financial hardship arising from an emergency. The
payment shall be made only in instances of hardship arising
from causes beyond the Participant's control, such as accident
or illness. The Participant shall apply in writing to the
Committee for any hardship payment under this subsection (ii)
and shall furnish the Committee such information as the
Committee deems necessary and appropriate to make its
determination.
9. DESIGNATION OF BENEFICIARY
A Participant may designate a beneficiary or beneficiaries who, in the event of
the Participant's death prior to full payment of any Award hereunder or
Deferred Amounts, shall receive payment of any Award or Deferred Amounts due
under the Plan. Such designation shall be made by the Participant on a form
prescribed by the Committee. The Participant may, at any time, change or revoke
such designation. A beneficiary designation, or revocation of a prior
beneficiary designation, will be effective only if it is made in writing on a
form provided by the Company, signed by the Participant and received by the
Senior Vice President of Human Resources. If the Participant does not designate
a beneficiary or the beneficiary dies prior to receiving any payment of an
Award or Deferred Amounts, Awards or Deferred Amounts payable under the Plan
shall be paid to the Participant's estate. If the beneficiary dies after
receiving any payment of an Award or Deferred Amounts, any amounts remaining to
be paid shall be paid to the beneficiary's estate.
10. CORPORATE CHANGE
In the event of a corporate change (e.g. stock dividend or split, merger or
other reorganization, or sale or lease of substantially all the assets of the
Company or an Employer) which substantially affects the determination of the
performance goals or the Performance Awards, the Committee may, if it
determines such action is in the best interests of the Company, equitably
adjust the Awards to be made under the Plan.
11. AMENDMENTS
The Board of Directors may at any time amend (in whole or in part) this Plan.
No such amendment which adversely affects a
7
Participant's rights to or interest in an Award granted prior to the date of
the amendment shall be effective unless the Participant shall have agreed
thereto.
12. TERMINATION
(a) The Board of Directors may terminate this Plan (in whole or in part)
at any time. In the case of such a termination, the following
provisions of this Section 12 shall apply notwithstanding any other
provisions of the Plan to the contrary.
(b) The Committee shall promulgate administrative rules applicable to Plan
termination, pursuant to which each affected Participant shall
receive, with respect to each Performance Period which has commenced
on or before the date that the Plan termination is effective (the
"Termination Date") and for which the Award Payment Date has not yet
occurred, the amount described in such rules.
(c) Each Award payable under Section 12(b) shall be payable only in cash
and shall be paid as soon as practicable, but in no event later than
30 days after the Termination Date.
(d) Payment of Deferred Amounts may be accelerated, with respect to any
affected Participant, in the sole discretion of the Committee and paid
as soon as practicable.
13. MISCELLANEOUS PROVISIONS
(a) This Plan is not a contract between the Company, the Employers and
their Employees; it is totally gratuitous on the part of the Company
and the Employer. No Employee or other person shall have any claim or
right to be granted an Award under this Plan. Neither the
establishment of this Plan, nor any action taken hereunder, shall be
construed as giving any Employee any right to be retained in the
employ of the Company. The Committee reserves the right, in its sole
discretion, prior to any applicable Award Payment Date to make any
adjustments to (or to omit payment of) an amount otherwise payable to
any Participant pursuant to an Award.
(b) A Participant's right and interest under the Plan may not be assigned
or transferred, except as provided in Section 9 hereof, and any
attempted assignment or transfer shall be null and void and shall
extinguish, in the Company's sole discretion, the Company's obligation
under the Plan to pay Awards and the Deferred Amount with respect to
the Participant.
(c) The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund, or to make any other
segregation of assets, to assure payment of Awards and the Deferred
Amount.
(d) The Company shall have the right to deduct from Awards or Deferred
Amounts paid any taxes or other amounts required by law to be
withheld.
8
14. TRANSITION FROM PREDECESSOR PLAN
(a) Paramount Communications Inc. ("PCI") formerly the parent corporation
of the Company maintained the Predecessor Plan. Effective on the
closing date of the sale of the Company to Ford Motor Company or one
of its affiliates, this Plan shall become effective and the
Predecessor Plan shall cease to be effective with respect to all
Employees of the Company. All Employees who were participants in the
Predecessor Plan shall be Participants in this Plan and the terms and
provisions of this Plan shall govern all Awards not yet made under the
Predecessor Plan and Deferred Amounts under the Predecessor Plan.
(b) All elections hereafter made under this Plan shall also relate to and
govern Deferred Amounts under the Predecessor Plan. Until changed by
elections made under this Plan, all elections previously made under
the Predecessor Plan shall remain in effect with respect to Deferred
Amounts under this Plan.
(c) All Deferred Amounts under the Predecessor Plan shall be carried over
and credited as Deferred Amounts under this Plan.
15. EFFECTIVE DATE
The Plan shall be effective as of November 1, 1989.
9
THE ASSOCIATES
CORPORATE ANNUAL PERFORMANCE PLAN
AND LONG-TERM PERFORMANCE PLAN
1996 ELECTION FORM
________________________________________________________________________________
PARTICIPANT'S NAME:____________________________________________________
________________________________________________________________________________
These elections pertain to the Awards for the Performance Period ending
December 31, 1996.
1. ELECTION FOR PAYMENT OR DEFERRAL OF FISCAL 1996 XXXX AWARD ONLY:
[ ] Payment in full of 1996 XXXX Award.
OR
[ ] Deferral of 1996 XXXX Award in part or full as follows (check
one):
[ ] Defer _____ % of 1996 Award.
[ ] Defer $_______ of 1996 Award.
[ ] Defer balance of Award in excess of $__________
11. ELECTION FOR PAYMENT OR DEFERRAL OF FISCAL 1996 LTPP AWARD ONLY:
[ ] Payment in full of 1996 LTPP Award.
OR
[ ] Deferral of 1996 LTPP Award in part or full as follows
(check one):
[ ] Defer _____________ % of 1996 Award.
[ ] Defer $___________ of 1996 Award.
[ ] Defer balance of Award in excess of $___________.
I UNDERSTAND THAT ANY AMOUNTS DEFERRED WILL BE CREDITED TO
MY ACCOUNT UNDER THE ASSOCIATES CORPORATE ANNUAL PERFORMANCE
PLAN ("XXXX") AND SUBJECT TO THE DISTRIBUTION AND BENEFICIARY
ELECTIONS THEREUNDER.
(over)
10
III. DISTRIBUTION ELECTION DURING EMPLOYMENT FOR AMOUNTS DEFERRED THIS YEAR
AND IN PRIOR YEARS UNDER XXXX AND LTPP:
The following distribution elections revoke and supersede any distribution
elections made in prior years by me with respect to distributions scheduled to
occur in 1997 or later under XXXX AND LTPP, other than deferred stock awards
under the LTPP. However, any elections made by me on this election form with
respect to my account balance in no event can accelerate a distribution to 1995
or 1996, nor postpone a distribution which is scheduled to occur during 1995 or
1996.
[ ] No distribution of deferred account balance during employment.
OR
Lump Sum Distribution
[ ] A lump sum of $ __________ or _____ % of my total deferred
account balance on or about the last day of ______________
(month and year of payment).
AND/OR
Installment Distribution
[ ] In _________________ annual installments equal to the
undistributed balance in my deferred account divided by the
number of remaining installments, beginning on or about the
last day of __________ (month and year of first payment).
PLEASE NOTE: THIS FORM MUST BE COMPLETED AND RECEIVED BY XXXX X. XXX - HUMAN
RESOURCES - HOME OFFICE, DALLAS BY DECEMBER 29, 1995. If this form has not been
received by that date, your Awards will be paid to you on the earliest award
payment date.
This election form is intended as a brief summary of select provisions of the
Corporate Annual Performance Plan (the "Plan") and the Long-Term Performance
Plan (the "Plan"). Please refer to the Plans for more detailed information. Any
provisions of this election form may be amended, modified, or eliminated at any
time without the consent of the participant.
Please complete the enclosed form for elections regarding death, Disability or
Retirement, and beneficiary and return it with this election form.
In addition, please be aware that FICA and Medicare tax will be due on all
deferred amounts. This will normally be deducted from your bonus check. If you
defer 100% of your bonus, the tax will be due on notification of your bonus
award.
__________ _______________________________
Date Signature of Participant
THIS FORM MUST BE RECEIVED BY XXXX XXX IN HUMAN RESOURCES IN DALLAS
BY DECEMBER 29, 1995.
11
ADMINISTRATION OF AMOUNTS DEFERRED
In the event that you elect to defer any part of your 1996 Award or have
elected to defer any part of any previous Award, Associates First Capital
Corporation (the "Company") shall establish and/or continue to maintain in your
name a deferred account.
Your deferred account shall be administered as follows:
i) any Award deferred shall be credited to your deferred account
on the award payment date;
ii) such deferred Award shall be credited with interest at the
prime rate, unless you are currently participating in the Plan
and have opted otherwise;
iii) Account Balances may be reallocated to the available
investment options on the quarterly dates designated by the
Company; and
iv) your deferred account will be credited with earnings and
losses as experienced from the elected investment options on a
quarterly basis (on the last day of March, June, September and
December).
12
THE ASSOCIATES
CORPORATE ANNUAL PERFORMANCE PLAN
DISTRIBUTIONS OTHER THAN DURING EMPLOYMENT
AND BENEFICIARY DESIGNATION - 1996
________________________________________________________________________________
Participant's Name:____________________________________________________
________________________________________________________________________________
I. DISTRIBUTION ELECTION IN THE EVENT OF DISABILITY OR RETIREMENT:
If my employment by the Company terminates due to my Disability or
Retirement, please pay my deferred account balance as follows after
the determination of my Disability or Retirement (check one):
[ ] Lump sum within thirty days.
[ ] Lump sum on or about January 31st of the next calendar year.
[ ] In __________ annual installments (not more than 15) equal to
the undistributed balance in my deferred account divided by
the number of remaining annual installments beginning on or
about January 31st of the next calendar year.
This election supersedes my distribution elections during employment.
II. DISTRIBUTION ELECTION IN THE EVENT OF DEATH:
In the event of my death, please pay my deferred account balance as
follows to my beneficiary after the date of my death (check one):
[ ] Lump sum within thirty days.
[ ] Lump sum on or about January 31st of the next calendar year.
[ ] In ______________ annual installments (not more than 15) equal
to the undistributed balance in my deferred account divided by
the number of remaining annual installments beginning on or
about January 31st of the next calendar year.
This election supersedes my distribution elections during employment
and Disability or Retirement.
(over)
13
III. DISTRIBUTION AFTER TERMINATION (OTHER THAN DEATH, DISABILITY OR
RETIREMENT):
If my employment by the Company terminates for any reason other than
death, Disability or Retirement, the Company will pay my remaining
deferred account balance in one lump sum within sixty days after (or
as soon as practicable thereafter) such termination of employment. The
Committee may, however, in its sole discretion, continue the period of
deferral and pay my account balance as elected under the distributions
during employment, death, Disability or Retirement.
I understand that the Company may, in its sole discretion, distribute
all or part of my deferred account at an earlier date in accordance
with the terms of the Plan.
IV. BENEFICIARY DESIGNATION:
In accordance with Section 9 of the Associates First Capital
Corporation Corporate Annual Performance Plan (the "Plan") and subject
to the terms and conditions of the Plan, I hereby designate the
following individual(s) as my beneficiary(ies):
PRIMARY:
1. Name: _________________________________________ Percentage _____%
_________________________________________
Relationship: _________________________________ SS# _____________
Address:__________________________________________________________
Street Address
__________________________________________________________________
City State Zip Code
PRIMARY:
2. Name: _________________________________________ Percentage _____%
_________________________________________
Relationship: _________________________________ SS# _____________
Address:__________________________________________________________
Street Address
__________________________________________________________________
City State Zip Code
14
PRIMARY:
3. Name: _________________________________________ Percentage _____%
_________________________________________
Relationship: _________________________________ SS# _____________
Address:__________________________________________________________
Street Address
__________________________________________________________
City State Zip Code
PRIMARY:
4. Name: _________________________________________ Percentage _____%
_________________________________________
Relationship: _________________________________ SS# _____________
Address:__________________________________________________________
Street Address
_________________________________________________________
City State Zip Code
CONTINGENT: (receives distribution only if no primary beneficiary is
living)
1. Name: _________________________________________ Percentage _____%
_________________________________________
Relationship: _________________________________ SS# _____________
Address:__________________________________________________________
Street Address
__________________________________________________________
City State Zip Code
(over)
15
CONTINGENT: (receives distribution only if no primary beneficiary is
living)
2. Name: _________________________________________ Percentage _____%
_________________________________________
Relationship: _________________________________ SS# _____________
Address:__________________________________________________________
Street Address
__________________________________________________________
City State Zip Code
I understand that in the event of my death prior to receipt of all amounts
payable to me pursuant to the Plan, any amounts not fully paid will be paid to
my above designated beneficiary(ies), or to my estate if I have not designated
a beneficiary, or all of my beneficiaries die prior to receiving full payment.
If more than one beneficiary is designated, settlement will be made in equal
shares to such of the designated beneficiaries (or beneficiary) as survive me,
unless a percentage is otherwise specified above. This Beneficiary Designation
revokes and supersedes any previous designation made by me.
I acknowledge that I have received a copy of the Plan and have read its
provisions and agree to be bound by the terms contained therein.
____________ ____________________________
Date Signature of Participant
IF YOU HAVE DESIGNATED A PRIMARY BENEFICIARY OTHER THAN YOUR SPOUSE, YOU MUST
HAVE YOUR SPOUSE SIGN THE CONSENT BELOW.
SPOUSE CONSENT
I hereby consent to the above beneficiary designation.
________________________
Signature of Spouse
16
RESOLUTIONS ADOPTED BY WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
ASSOCIATES FIRST CAPITAL CORPORATION DATED OCTOBER 16, 1995
CREATION OF COMPENSATION COMMITTEE AND DESIGNATION OF MEMBERS
RESOLVED, that, effective February 1, 1995, a Compensation Committee
consisting of four (4) persons, one of whom shall be a director, be,
and it is, hereby established.
RESOLVED, that the following persons be, and they are, hereby
designated as members of the Compensation Committee of this
Corporation, to serve in such capacity until the further action of the
Board of Directors:
Xxx X. Xxxxxxx
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx, Xx.
Xxxxx X. Xxxxx
* * * * * * * * * *
AMEND CORPORATE ANNUAL PERFORMANCE PLAN COMMITTEE
AND THE LONG-TERM PERFORMANCE PLAN COMMITTEE
RESOLVED, that, effective February 1, 1995, the Corporate Annual
Performance Plan and the Long-Term Performance Plan be, and they are,
hereby amended so that the Plan Committee specified therein shall be
the Compensation Committee of the Board of Directors of this
Corporation.
17
RESOLUTION ADOPTED BY WRITTEN CONSENT OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF
ASSOCIATES FIRST CAPITAL CORPORATION DATED OCTOBER 16, 1995
APPROVE AMENDMENTS TO EXCESS BENEFIT PLAN
RESOLVED, the Excess Benefit Plan Associates First Capital Corporation ("the
Company") is hereby amended to clarify the intent of the Company in contracting
with the participants to refrain from certain actions after termination of
employment so that Section 5.07 thereof shall read as follows:
"5.07 Obligations of Participant
Notwithstanding anything to the contrary in this Plan, no
benefit funded by the Company shall be vested and it shall be
a continuing requirement that the benefit hereunder be earned
by compliance with the following provisions.
(a) A Participant shall not at any time engage in a crime
involving dishonesty or fraud on the part of such
Participant in his relationship with the Company, and
if convicted of such a crime, all benefits that would
otherwise be payable to him or her under the Plan
shall be terminated.
(b) A Participant who has left employment with the
Company and its affiliates shall not do any act or
engage in any occupation or employment which is in
competition with or detrimental to the business of
the Company (as determined by the Committee in its
sole discretion). If a Participant does any such act
or so engage in competition or detrimental conduct,
such Participant shall be notified by the Company
that benefits, under this Plan, if not yet paid,
shall cease and be terminated unless such competitive
and/or detrimental conduct is discontinued within a
period of time that has been prescribed by the
Company. In such case, the benefit payable from this
Plan to a Participant shall be suspended (if in pay
status) during the prescribed period and, if the
competitive and/or detrimental conduct has not ceased
prior to the expiration of such period, the
Participant shall be deemed to have elected not to
receive a benefit and his benefit payments (if in pay
status) and all rights to receive a benefit in the
future shall be terminated on a permanent basis. The
Participant agrees to be bound by all the terms
hereof by accepting the benefits of this Plan.
The foregoing conditions are a fundamental consideration for
the promises of the Company in this Plan."
RESOLVED, that participants in the Corporate Annual Performance Plan, the Long
Term Performance Plan, the Executive Deferred Salary Plan and the Phantom Stock
Appreciation Plan Deferral Agreement shall be entitled to a conversion election
with respect to their deferred accounts four times per year on the last day of
each March, June, September and December and that for 1995 only the participant
shall be entitled to the election currently provided on September 1 and the
election on the new quarterly date of September 30. Thereafter the conversion
dates shall be quarterly.
FURTHER RESOLVED, that any one of the members of the Compensation Committee is
authorized to execute and deliver such amendments, agreements or other writings
as may be necessary to carry into effect the foregoing resolutions.
18
EXHIBIT 10.12
ASSOCIATES FIRST CAPITAL CORPORATION
EXECUTIVE DEFERRED SALARY PLAN
