Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time, to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, and participation in savings, profit-sharing, and stock ownership plans; provided, however, that, except as provided in the first sentence of Section 5(c)(iv) below, such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation and incentive award opportunities substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. In furtherance of and not in limitation of the foregoing, during the Term: (i) Executive will participate as Vice President-General Counsel & Secretary in all executive and employee vacation and time-off programs; (ii) The Company will provide Executive with coverage as Vice President-General Counsel & Secretary in group and executive long-term disability insurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Effective Date; (iii) Executive will be covered by Company-paid group and individual term life insurance substantially no less favorable (including any required contributions by Executive) than such group and individual term life insurance coverage in effect on the Effective Date; and (iv) Executive will be entitled to retirement benefits substantially no less favorable than those under the qualified and nonqualified defined benefit pension plans of the Company as in effect on the Effective Date; provided, however, that the maximum annual retirement under such plans and programs shall be limited to 50% of final average compensation. For purposes of calculating such benefits, Executive's compensation shall include 100% of annual base salary and 100% of annual incentive compensation. Service of the Executive which is considered in determining such benefits shall include the post-termination periods specified under Section 6(viii) and 7(b)(x), and final average compensation shall be based on the average of the highest five consecutive years of such compensation in the ten calendar year period which includes, as the last year, the calendar year immediately prior to the calendar year in which the ending date of Executive=s service occurs (for this purpose, annual incentive compensation shall exclude any payment made as a result of termination). Further, (A) Executive shall be credited, for each full calendar year of employment that is completed beginning after December 18, 1994, (including, for this purpose, service credited under the post-termination periods specified under Section 6(viii) and 7(b)(x)), with one additional year of service under such plans and programs, up to a maximum of five (5) additional years crediting by operation of this Section 5(b)(iv)(A), which additional years of service shall be vested upon such crediting; and (B) amounts equal to the present value of Executive's accrued benefit vested at any time during the Term under the Fruit of the Loom, Inc. Supplemental Executive Retirement Plan (the "SERP") will be fully funded by the Company by deposits to an irrevocable "rabbi trust" pursuant to Section 2.2 of the SERP.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time, to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, and participation in as well as savings, profit-sharing, and stock ownership plans; provided, however, that, except as provided in the first sentence of Section 5(c)(iv) below, that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation and incentive award opportunities substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. The foregoing notwithstanding, Executive shall not be eligible to participate or receive benefits under the Company's Employee Protection Plan. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Vice President-General Counsel & Secretary President and Chief Operating Officer in all executive and employee vacation and time-off programs;
(ii) The Company will provide Executive with coverage as Vice President-General Counsel & Secretary in group President and executive Chief Operating Officer with respect to long-term disability insurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Effective Date;
(iii) Executive will be covered by Company-paid group and individual term life insurance substantially providing a death benefit no less favorable (including any required contributions by Executive) than such group and individual term life the death benefit provided under Company-paid insurance coverage in effect on at the Effective Date; andprovided, however, that, with the consent of Executive, such insurance may be combined with a supplementary retirement funding vehicle;
(iv) Executive will be entitled to retirement benefits substantially no less favorable than those under the qualified and nonqualified defined benefit pension plans and programs of the Company as in effect on Company, including the Effective Date; provided, however, that the maximum annual retirement under such plans and programs shall be limited to 50% of final average compensation. For purposes of calculating such benefits, Executive's compensation shall include 100% of annual base salary and 100% of annual incentive compensation. Service of the Executive which is considered in determining such benefits shall include the post-termination periods specified under Section 6(viii) and 7(b)(x), and final average compensation shall be based on the average of the highest five consecutive years of such compensation in the ten calendar year period which includes, as the last year, the calendar year immediately prior to the calendar year in which the ending date of Executive=s service occurs (for this purpose, annual incentive compensation shall exclude any payment made as a result of termination). Further,
(A) Executive shall be credited, for each full calendar year of employment that is completed beginning after December 18, 1994, (including, for this purpose, service credited under the post-termination periods specified under Section 6(viii) and 7(b)(x)), with one additional year of service under such plans and programs, up to a maximum of five (5) additional years crediting by operation of this Section 5(b)(iv)(A), which additional years of service shall be vested upon such crediting; and (B) amounts equal to the present value of Executive's accrued benefit vested at any time during the Term under the Fruit of the Loom, Inc. IMS Health Incorporated Supplemental Executive Retirement Plan (the "SERP"), as in effect on the Effective Date; and
(v) The Company will be fully funded by the Company by deposits to an irrevocable "rabbi trust" pursuant to Section 2.2 of the SERPprovide Executive with health and medical benefits consistent with its policies for other senior executives.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time, to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, and participation in savings, profit-sharing, and stock ownership plans; provided, however, that, except as provided in the first sentence of Section 5(c)(iv) below, such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation and incentive award opportunities substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Vice President-General Counsel & Secretary Acting Chief Financial Officer in all executive and employee vacation and time-off programs;
(ii) The Company will provide Executive with coverage as Vice President-General Counsel & Secretary Acting Chief Financial Officer in group and executive long-term disability insurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Effective Date;
(iii) Executive will be covered by Company-paid group and individual term life insurance substantially no less favorable (including any required contributions by Executive) than such group and individual term life insurance coverage in effect on the Effective DateDate (provided that Executive hereby acknowledges that any split-dollar life insurance will be used solely to fund the SERP); and
(iv) Executive will be entitled to retirement benefits substantially no less favorable than those under the qualified and nonqualified defined benefit pension plans of the Company as in effect on the Effective Date; provided, however, that the maximum annual retirement under such plans and programs shall be limited to 50% of final average compensation. For purposes of calculating such benefits, Executive's compensation shall include 100% of annual base salary and 100% of annual incentive compensation. Service of the Executive which is considered in determining such benefits shall include the post-termination periods specified under Section 6(viii) and 7(b)(x), and final average compensation shall be based on the average of the highest five consecutive years of such compensation in the ten calendar year period which includes, as the last year, the calendar year immediately prior to the calendar year in which the ending date of Executive=s service occurs (for this purpose, annual incentive compensation shall exclude any payment made as a result of termination). Further,
(A) Executive shall be credited, for each full calendar year of employment that is completed beginning after December 18, 1994, (including, for this purpose, service credited under the post-termination periods specified under Section 6(viii) and 7(b)(x)), with one additional year of service under such plans and programs, up to a maximum of five (5) additional years crediting by operation of this Section 5(b)(iv)(A), which additional years of service shall be vested upon such crediting; and (B) amounts equal to the present value of Executive's accrued benefit vested at any time during the Term under the Fruit of the Loom, Inc. Supplemental Executive Retirement Plan (the "SERP") will be fully funded by the Company by deposits to an irrevocable "rabbi trust" pursuant to Section 2.2 of the SERP.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time, to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, and participation in as well as savings, profit-sharing, and stock ownership plans; provided, however, that, except as provided in the first sentence of Section 5(c)(iv) below, that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation and incentive award opportunities substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. The foregoing notwithstanding, Executive shall not be eligible to participate or receive benefits under the Company's Employee Protection Plan. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Vice President-General Counsel & Secretary President and Chief Executive Officer in all executive and employee vacation and time-off programs;
(ii) The Company will provide Executive with coverage as Vice President-General Counsel & Secretary in group President and executive Chief Executive Officer with respect to long-term disability insurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Effective Date;
(iii) Executive will be covered by Company-paid group and individual term life insurance substantially providing a death benefit no less favorable (including any required contributions by Executive) than such group and individual term life the death benefit provided under Company-paid insurance coverage in effect on at the Effective Date; andprovided, however, that, with the consent of Executive, such insurance may be combined with a supplementary retirement funding vehicle;
(iv) Executive will be entitled to retirement benefits substantially no less favorable than those under the qualified and nonqualified defined benefit pension plans and programs of the Company as in effect on Company, including the Effective Date; provided, however, that the maximum annual retirement under such plans and programs shall be limited to 50% of final average compensation. For purposes of calculating such benefits, Executive's compensation shall include 100% of annual base salary and 100% of annual incentive compensation. Service of the Executive which is considered in determining such benefits shall include the post-termination periods specified under Section 6(viii) and 7(b)(x), and final average compensation shall be based on the average of the highest five consecutive years of such compensation in the ten calendar year period which includes, as the last year, the calendar year immediately prior to the calendar year in which the ending date of Executive=s service occurs (for this purpose, annual incentive compensation shall exclude any payment made as a result of termination). Further,
(A) Executive shall be credited, for each full calendar year of employment that is completed beginning after December 18, 1994, (including, for this purpose, service credited under the post-termination periods specified under Section 6(viii) and 7(b)(x)), with one additional year of service under such plans and programs, up to a maximum of five (5) additional years crediting by operation of this Section 5(b)(iv)(A), which additional years of service shall be vested upon such crediting; and (B) amounts equal to the present value of Executive's accrued benefit vested at any time during the Term under the Fruit of the Loom, Inc. IMS Health Incorporated Supplemental Executive Retirement Plan (the "SERP"), as in effect on the Effective Date (subject to such enhancement to benefits as are provided hereunder, including Sections 7(c), (d), (e), and (f)); and
(v) The Company will be fully funded by the Company by deposits to an irrevocable "rabbi trust" pursuant to Section 2.2 of the SERPprovide Executive with health and medical benefits consistent with its policies for other senior executives.
Appears in 1 contract
Employee and Executive Benefit Plans. Except as otherwise provided in this Section 5(b), Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time, to the extent such plans are available generally to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, and participation in as well as savings, profit-sharing, and stock ownership plans; provided, however, that, except as provided in the first sentence of Section 5(c)(iv) below, that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation and incentive award opportunities after the Effective Date substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. The foregoing notwithstanding, Executive shall not be eligible to participate or receive benefits under the Company’s Retirement Plan, Savings Plan or Employee Protection Plan and benefits to Executive under his Change-in-Control Agreement shall be payable only if and to the extent that such benefits would exceed the corresponding benefits payable under this Agreement. Moreover, the Company may, at its discretion, designate the welfare and fringe benefit plans in which Executive shall be eligible to participate after the Restatement Date provided that the welfare and fringe benefits provided by the Company to Executive after the Restatement Date are no less favorable than those provided by the Company to Executive before the Effective Date. In furtherance of and not in limitation of the foregoing, during the TermTerm after the Restatement Date:
(i) Executive will participate as Executive Vice President and President-General Counsel & Secretary , Global Business Management, in all executive and employee vacation and time-off programs. Until the third anniversary of the Restatement Date, he shall be provided with first class round-trip airfare to Paris once every 12 months in order to maintain family ties and, in the event of a serious illness or death of a member of Executive’s immediate family, the Company will provide Executive with an additional first class round-trip airfare to Paris, to be provided in kind or reimbursed to Executive in the payroll period next following the period in which such expense is incurred by Executive;
(ii) The Company will provide Executive with coverage as Executive Vice President and President-General Counsel & Secretary in group and executive , Global Business Management, with respect to long-term disability insurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Effective Date;
(iii) Executive will be covered by Company-paid group and individual term life insurance substantially providing a death benefit no less favorable (including any required contributions by Executive) than such group and individual term life the death benefit provided under Company-paid insurance coverage in effect on at the Effective Date; andprovided, however, that, with the consent of Executive, such insurance may be combined with a supplementary retirement funding vehicle;
(iv) Executive will be entitled to retirement benefits substantially no less favorable than those equivalent to the benefits he would have received under the qualified and nonqualified defined benefit pension plans Pharmacia & Upjohn Global Officers Pension Plan, as set forth in Addendum A hereto; provided, however, that, in the event of termination of Executive’s employment by the Company for Cause pursuant to Section 7(a), no benefits will be payable to Executive pursuant to this Section 5(b)(iv);
(v) The Company will provide Executive with medical, dental and prescription drug benefits consistent with its policies for other senior executives, but coverage shall be provided through the Company’s insured international medical and dental plan or such replacement coverage as Executive may agree to from time to time;
(vi) The Company will provide Executive with the benefits under the Executive Rewards Program, as in effect during the Term, which currently provide an annual physical and up to $10,000 in professional financial planning services. In addition, until the third anniversary of the Restatement Date, the Company will provide Executive with professional financial planning services associated with his relocation to the United States. Such services shall be provided in kind or reimbursed to Executive in the year in which such financial planning services are incurred; and
(vii) Until the third anniversary of the Restatement Date, the Company will provide Executive with the following expatriate benefits: · An automobile allowance, car service or company car to facilitate daily travel to and from Company offices and business activities (“commuting”) to be provided in kind or reimbursed to Executive on a monthly basis. The Company will reimburse Executive for income taxes resulting from commuting and from the Effective reimbursement of taxes therefore under this Section 5(b)(vii), but the reimbursement for taxes under this Section 5(b)(vii) will not apply to other income taxes resulting from permitted personal use of the automobile and driver or car service. Such reimbursement shall be made in a lump sum in the year in which such taxes are due. · Temporary living expenses from the time Executive vacated his apartment in the United Kingdom until June 2, 2006 and a monthly allowance of $18,200, net after taxes, beginning June 2, 2006 for Executive’s costs for housing, security, furniture rental, cleaning services and utilities provided in kind or reimbursed to Executive on a monthly basis. The Company will also bear any lease costs relating to Executive’s United Kingdom apartment after the Restatement Date through its expiration in July 2006, which costs will be payable in 2006. To cover incremental miscellaneous expenses incurred in connection with Executive’s relocation to the United States, the Company will pay to Executive in 2006 a disturbance allowance equal to one-month’s base salary, net after taxes, in 2006. The Company will also pay for or reimburse to Executive his reasonable moving expenses by way of surface shipment of up to one 40-foot container load and an air shipment of up to 1,000 pounds net weight associated with his relocation to the United States of normal household goods and personal effects, payable in 2006. The Company will further pay for or reimburse to Executive reasonable storage fees in the United Kingdom for other normal household goods and personal effects, which fees will be payable on a monthly basis. Reasonable moving and storage expenses subject to reimbursement hereunder will not include the moving or storage of automobiles, boats, valuable collections or other items that the Company, in its discretion, determines do not constitute normal household goods or personal effects. Although the Company will not reimburse Executive for shipping any automobile or other vehicle to or from the United States, the Company will pay to Executive in 2006 the amount of $3,000, net after taxes, for loss incurred upon sale or early lease cancellation fee with respect to an automobile. The Company will further provide Executive with certain destination services, including security and xxxxxx services, payable monthly in advance or provided in-kind on a monthly basis, consistent with those provided to Executive immediately prior to the Restatement Date, and will pay for or reimburse to Executive in 2006 all costs incurred in securing visas, passports, work permits and related documents. · Tax equalization payments so that Executive’s U.S. federal, state and local income and employment tax burden does not exceed the amount of income tax and Employee National Insurance Contributions that would have been payable had Executive been working and residing in the United Kingdom, such tax equalization to be subject to and paid in accordance with the Company’s standard expatriate policy for senior executives, as such policy may from time to time be in effect (but changes to the policy shall not cause it to be, in the aggregate, less favorable to Executive than at the Restatement Date) and payment pursuant to such policy to be made in a lump sum in the year in which such taxes are due. All calculations of tax equalization payments will be performed by and shall be subject to the final approval of the Company’s designated tax preparer, which shall be an international tax firm, whose determination of Executive’s tax equalization payments will be binding upon the Company and Executive. The Company will pay all fees charged by the designated tax preparer for calculation of the tax equalization payments as provided for herein and for the preparation of all required tax returns for Executive, which costs shall be paid in a lump sum in the year in which such services are billed to the Company.
(viii) Executive will be paid an amount equal to the aggregate Company matching contributions that would have been credited to Executive’s account under the Company Savings Plan and the Company Savings Equalization Plan had Executive participated in such plans to the maximum extent permissible under such plans from the Restatement Date until Executive’s termination of employment plus earnings at an annual rate equal to the annual return that would have been earned had such matching contributions been credited to an account for Executive on January 1st of each year and invested 80 percent in the fixed income fund and 20 percent in the equity index fund available under the Company Savings Plan, such amount to be paid in a lump sum in the calendar year next following the calendar year in which Executive’s termination of employment occurs or in the payroll period next following the payroll period in which Executive’s death occurs, if earlier. Any provision to the contrary contained in this Agreement notwithstanding, unless Executive is terminated by the Company for “Cause” (as defined in Section 8(a)) or Executive terminates voluntarily and not for “Good Reason” (as defined in Section 8(e)), Executive may elect continued participation after termination of employment in the Company’s health and medical coverage that is provided pursuant to Section 5(b)(v) above for himself and his spouse and dependent children after such coverage would otherwise end until such time as Executive becomes eligible for similar coverage with a subsequent employer or other entity to which Executive provides services or becomes eligible for Medicare; provided, however, that in the maximum event of such election, Executive shall pay the Company each year an amount equal to the then-current annual retirement COBRA premium being paid (or payable) for such coverage, unless otherwise provided under such plans and programs Section 6 or 7, in which case there shall be limited to 50% of final average compensation. For purposes of calculating no cost for such benefits, Executive's compensation shall include 100% of annual base salary and 100% of annual incentive compensation. Service of coverage for the Executive which is considered period specified in determining such benefits shall include the post-termination periods specified under Section 6(viii) and 7(b)(x), and final average compensation shall be based on the average of the highest five consecutive years of such compensation in the ten calendar year period which includes6 or 7, as the last year, the calendar year immediately prior case may be (subject to the calendar year requirements specified in which the ending date of Executive=s service occurs (for this purposesuch Section 6 or 7), annual incentive compensation shall exclude any payment made as a result of termination). Further,
(A) or unless Executive shall be creditedeligible for substantially similar coverage under the Company’s retiree health plan, in which case coverage shall be provided at the cost and in accordance with the terms of the Company’s retiree health plan provided such cost is not more than the then-current annual COBRA premium being paid (or payable) for each full calendar year continuation of employment the Company’s health and medical coverage that is completed beginning after December 18provided pursuant to Section 5(b)(v) above. If the terms of the Company’s plans do not allow Executive’s continued participation, 1994, (including, Executive shall instead be paid cash payments until Executive becomes eligible for this purpose, service credited similar coverage with a subsequent employer or other entity to which Executive provides services or becomes eligible for Medicare equivalent on an after-tax basis to the value of the retiree health benefits that Executive would have received under the post-termination periods specified Company’s health plan had Executive qualified for full retiree health benefits under Section 6(viii) and 7(b)(x))the Company’s health plan, with one additional year of service under such plans and programs, up payments to a maximum of five (5) additional years crediting by operation of this Section 5(b)(iv)(A), which additional years of service shall be vested upon such crediting; and (B) amounts equal to the present value of Executive's accrued benefit vested at any time during the Term under the Fruit of the Loom, Inc. Supplemental Executive Retirement Plan (the "SERP") will be fully funded made by the Company to Executive on a monthly basis (it being understood that the Company payments to Executive attributable to these retiree health benefits will be equal on an after-tax basis to the monthly premium cost to Executive to purchase such benefits separately, which shall not exceed the highest risk premium charged by deposits to a carrier having an irrevocable "rabbi trust" pursuant to Section 2.2 of the SERPinvestment grade or better credit rating).
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time, to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, and participation in as well as savings, profit-sharing, and stock ownership plans; provided, however, that, except as provided in the first sentence of Section 5(c)(iv) below, that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation and incentive award opportunities substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. The foregoing notwithstanding, Executive shall not be eligible to participate or receive benefits under the Company's Employee Protection Plan. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Vice President-General Counsel & Secretary Chief Executive Officer in all executive and employee vacation and time-off programs;
(ii) The Company will provide Executive with coverage as Vice President-General Counsel & Secretary in group and executive Chief Executive Officer with respect to long-term disability insurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Effective Date;
(iii) Executive will be covered by Company-paid group and individual term life insurance substantially providing a death benefit no less favorable (including any required contributions by Executive) than such group and individual term life the death benefit provided under Company-paid insurance coverage in effect on at the Effective Date; andprovided, however, that, with the consent of Executive, such insurance may be combined with a supplementary retirement funding vehicle;
(iv) Executive will be entitled to retirement benefits substantially no less favorable than those under the qualified and nonqualified defined benefit pension plans and programs of the Company as in effect on Company, including the Effective Date; provided, however, that the maximum annual retirement under such plans and programs shall be limited to 50% of final average compensation. For purposes of calculating such benefits, Executive's compensation shall include 100% of annual base salary and 100% of annual incentive compensation. Service of the Executive which is considered in determining such benefits shall include the post-termination periods specified under Section 6(viii) and 7(b)(x), and final average compensation shall be based on the average of the highest five consecutive years of such compensation in the ten calendar year period which includes, as the last year, the calendar year immediately prior to the calendar year in which the ending date of Executive=s service occurs (for this purpose, annual incentive compensation shall exclude any payment made as a result of termination). Further,
(A) Executive shall be credited, for each full calendar year of employment that is completed beginning after December 18, 1994, (including, for this purpose, service credited under the post-termination periods specified under Section 6(viii) and 7(b)(x)), with one additional year of service under such plans and programs, up to a maximum of five (5) additional years crediting by operation of this Section 5(b)(iv)(A), which additional years of service shall be vested upon such crediting; and (B) amounts equal to the present value of Executive's accrued benefit vested at any time during the Term under the Fruit of the Loom, Inc. IMS Health Incorporated Supplemental Executive Retirement Plan (the "SERP"), as in effect on the Effective Date; and
(v) The Company will be fully funded by the Company by deposits to an irrevocable "rabbi trust" pursuant to Section 2.2 of the SERPprovide Executive with health and medical benefits consistent with its policies for other senior executives.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time, to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, and participation in as well as savings, profit-sharing, and stock ownership plans; provided, however, that, except as provided in the first sentence of Section 5(c)(iv) below, that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation and incentive award opportunities substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. The foregoing notwithstanding, Executive shall not be eligible to participate or receive benefits under the Company's Employee Protection Plan. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Vice President-General Counsel & Secretary Chairman of the Board in all executive and employee vacation and time-off programs;
(ii) The Company will provide Executive with coverage as Vice President-General Counsel & Secretary in group and executive Chairman of the Board with respect to long-term disability insurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Effective Date;
(iii) Executive will be covered by Company-paid group and individual term life insurance substantially providing a death benefit no less favorable (including any required contributions by Executive) than such group and individual term life the death benefit provided under Company-paid insurance coverage in effect on at the Effective Date; andprovided, however, that, with the consent of Executive, such insurance may be combined with a supplementary retirement funding vehicle;
(iv) Executive will be entitled to retirement benefits substantially no less favorable than those under the qualified and nonqualified defined benefit pension plans and programs of the Company as in effect on Company, including the Effective Date; provided, however, that the maximum annual retirement under such plans and programs shall be limited to 50% of final average compensation. For purposes of calculating such benefits, Executive's compensation shall include 100% of annual base salary and 100% of annual incentive compensation. Service of the Executive which is considered in determining such benefits shall include the post-termination periods specified under Section 6(viii) and 7(b)(x), and final average compensation shall be based on the average of the highest five consecutive years of such compensation in the ten calendar year period which includes, as the last year, the calendar year immediately prior to the calendar year in which the ending date of Executive=s service occurs (for this purpose, annual incentive compensation shall exclude any payment made as a result of termination). Further,
(A) Executive shall be credited, for each full calendar year of employment that is completed beginning after December 18, 1994, (including, for this purpose, service credited under the post-termination periods specified under Section 6(viii) and 7(b)(x)), with one additional year of service under such plans and programs, up to a maximum of five (5) additional years crediting by operation of this Section 5(b)(iv)(A), which additional years of service shall be vested upon such crediting; and (B) amounts equal to the present value of Executive's accrued benefit vested at any time during the Term under the Fruit of the Loom, Inc. IMS Health Incorporated Supplemental Executive Retirement Plan (the "SERP"), as in effect on the Effective Date (subject to such enhancement to benefits as are provided hereunder, including Sections 7(e) will be fully funded by and (f)); provided, however, that, the Company by deposits to an irrevocable "rabbi trust" pursuant to Section 2.2 provisions of the SERP notwithstanding, Executive's "Average Final Compensation," as such term is used in the SERP, shall in no event be less than $1,722,254 in the event of retirement in 2000, $1,823,460 in the event of retirement in 2001, $1,914,640 in the event of retirement in 2002, $2,010,380 in the event of retirement in 2003, $2,110,900 in the event of retirement in 2004, and $2,216,440 in the event of retirement in 2005 or thereafter.
(v) The Company will provide Executive with health and medical benefits consistent with its policies for other senior executives.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time, to the extent such plans are available generally to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, and participation in as well as savings, profit-sharing, and stock ownership plans; provided, however, that, except as provided in the first sentence of Section 5(c)(iv) below, that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation and incentive award opportunities substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. The foregoing notwithstanding, Executive shall not be eligible to participate or receive benefits under the Company's Employee Protection Plan, and benefits to Executive under his Change-in-Control Agreement shall be payable only if and to the extent that such benefits would exceed the corresponding benefits payable under this Agreement. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Vice President-General Counsel & Secretary Chief Financial Officer and Chief Administrative Officer in all executive and employee vacation and time-off programs;
(ii) The Company will provide Executive with coverage as Vice President-General Counsel & Secretary in group Chief Financial Officer and executive Chief Administrative Officer with respect to long-term disability insurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Effective Date;
(iii) Executive will be covered by Company-paid group and individual term life insurance substantially providing a death benefit no less favorable (including any required contributions by Executive) than such group and individual term life the death benefit provided under Company-paid insurance coverage in effect on at the Effective Date; andprovided, however, that, with the consent of Executive, such insurance may be combined with a supplementary retirement funding vehicle;
(iv) Executive will be entitled to retirement benefits substantially no less favorable than those under the qualified and nonqualified defined benefit pension plans and programs of the Company Company, including the IMS Health Incorporated U.S. Executive Retirement Plan (the "USERP"), as in effect on the Effective DateDate (subject to such enhancement to benefits as are provided hereunder, including Sections 7(c), (d), (e), and (f)); provided, however, that the maximum annual retirement under such plans Company acknowledges that the Chief Executive Officer of the Company and programs shall be limited the Committee have previously determined that, pursuant to 50% Section 3 of final average compensation. For purposes of calculating such benefitsthe USERP, Executive's compensation shall include 100% of annual base salary and 100% of annual incentive compensation. Service of the Executive which is considered in determining such benefits shall include the post-termination periods specified under Section 6(viii) and 7(b)(x), and final average compensation shall be based on the average of the highest five consecutive years of such compensation in service with the ten calendar year period which includes, as the last year, the calendar year immediately Company prior to the calendar year date he became a Member under the USERP shall be included as Service in which determining Executive's Vested Percentage under Section 3 of the ending date of Executive=s service occurs (for USERP. References in this purpose, annual incentive compensation shall exclude any payment made as a result of termination). FurtherSection 5(b)(iv) to "Member," "Service," and "Vested Percentage" have the meanings defined in the USERP; and
(Av) The Company will provide Executive shall be credited, with health and medical benefits consistent with its policies for each full calendar year of employment that is completed beginning after December 18, 1994, (including, for this purpose, service credited under the post-termination periods specified under Section 6(viii) and 7(b)(x)), with one additional year of service under such plans and programs, up to a maximum of five (5) additional years crediting by operation of this Section 5(b)(iv)(A), which additional years of service shall be vested upon such crediting; and (B) amounts equal to the present value of Executive's accrued benefit vested at any time during the Term under the Fruit of the Loom, Inc. Supplemental Executive Retirement Plan (the "SERP") will be fully funded by the Company by deposits to an irrevocable "rabbi trust" pursuant to Section 2.2 of the SERPother senior executives.
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Employee and Executive Benefit Plans. Except as otherwise provided in this Section 5(b), Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the Company, as presently in effect or as they may be modified or added to by the Company from time to time, to the extent such plans are available generally to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, and participation in as well as savings, profit-sharing, and stock ownership plans; provided, however, that, except as provided in the first sentence of Section 5(c)(iv) below, that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation and incentive award opportunities after the Effective Date substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. The foregoing notwithstanding, Executive shall not be eligible to participate or receive benefits under the Company’s Retirement Plan, Savings Plan or Employee Protection Plan and benefits to Executive under any Change-in-Control Agreement shall be payable only if and to the extent that such benefits would exceed the corresponding benefits payable under this Agreement. Moreover, the Company may, at its discretion, designate the welfare and fringe benefit plans in which Executive shall be eligible to participate after the Restatement Date provided that the welfare and fringe benefits provided by the Company to Executive after the Restatement Date are no less favorable than those provided by the Company to Executive before the Effective Date. In furtherance of and not in limitation of the foregoing, during the TermTerm after the Restatement Date:
(i) Executive will participate as Executive Vice President-General Counsel & Secretary President and Chief Operating Officer in all executive and employee vacation and time-off programs. Until the third anniversary of the Restatement Date, he shall be provided with first class round-trip airfare to Paris once every 12 months in order to maintain family ties and, in the event of a serious illness or death of a member of Executive’s immediate family, the Company will provide Executive with an additional first class round-trip airfare to Paris, to be provided in kind or reimbursed to Executive in the payroll period next following the payroll period in which such expense is incurred by Executive;
(ii) The Company will provide Executive with coverage as Executive Vice President-General Counsel & Secretary in group President and executive Chief Operating Officer with respect to long-term disability insurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Effective Date;
(iii) Executive will be covered by Company-paid group and individual term life insurance substantially providing a death benefit no less favorable (including any required contributions by Executive) than such group and individual term life the death benefit provided under Company-paid insurance coverage in effect on at the Effective Date; andprovided, however, that, with the consent of Executive, such insurance may be combined with a supplementary retirement funding vehicle;
(iv) Executive will be entitled to retirement benefits substantially no less favorable than those equivalent to the benefits he would have received under the qualified and nonqualified defined benefit pension plans of the Company Pharmacia & Upjohn Global Officers Pension Plan, as set forth in effect on the Effective DateAddendum A hereto; provided, however, that, in the event of termination of Executive’s employment by the Company for Cause pursuant to Section 7(a), no benefits will be payable to Executive pursuant to this Section 5(b)(iv);
(v) The Company will provide Executive with medical, dental and prescription drug benefits consistent with its policies for other senior executives, but coverage shall be provided through the Company’s insured international medical and dental plan or such replacement coverage as Executive may agree to from time to time;
(vi) The Company will provide Executive with the benefits under the Executive Rewards Program, as in effect during the Term. In addition, until the third anniversary of the Restatement Date, the Company will provide Executive with professional financial planning services associated with his relocation to the United States. Such services shall be provided in kind or reimbursed to Executive in the year in which such financial planning services are incurred; and
(vii) Until the third anniversary of the Restatement Date, the Company will provide Executive with the following expatriate benefits: · An automobile allowance, car service or company car to facilitate daily travel to and from Company offices and business activities (“commuting”) to be provided in kind or reimbursed to Executive on a monthly basis. The Company will reimburse Executive for income taxes resulting from commuting and from the reimbursement of taxes therefor under this Section 5(b)(vii), but the reimbursement for taxes under this Section 5(b)(vii) will not apply to other income taxes resulting from permitted personal use of the automobile and driver or car service. Such reimbursement shall be made in a lump sum in the year in which such taxes are due. · Temporary living expenses from the time Executive vacated his apartment in the United Kingdom until June 2, 2006 and a monthly allowance of $18,200, net after taxes, beginning June 2, 2006 for Executive’s costs for housing, security, furniture rental, cleaning services and utilities provided in kind or reimbursed to Executive on a monthly basis. The Company will also bear any lease costs relating to Executive’s United Kingdom apartment after the Restatement Date through its expiration in July 2006, which costs will be payable in 2006. To cover incremental miscellaneous expenses incurred in connection with Executive’s relocation to the United States, the Company will pay to Executive in 2006 a disturbance allowance equal to one-month’s base salary, net after taxes, in 2006. The Company will also pay for or reimburse to Executive his reasonable moving expenses by way of surface shipment of up to one 40-foot container load and an air shipment of up to 1,000 pounds net weight associated with his relocation to the United States of normal household goods and personal effects, payable in 2006. The Company will further pay for or reimburse to Executive reasonable storage fees in the United Kingdom for other normal household goods and personal effects, which fees will be payable on a monthly basis. Reasonable moving and storage expenses subject to reimbursement hereunder will not include the moving or storage of automobiles, boats, valuable collections or other items that the Company, in its discretion, determines do not constitute normal household goods or personal effects. Although the Company will not reimburse Executive for shipping any automobile or other vehicle to or from the United States, the Company will pay to Executive in 2006 the amount of $3,000, net after taxes, for loss incurred upon sale or early lease cancellation fee with respect to an automobile. The Company will further provide Executive with certain destination services, including security and xxxxxx services, payable monthly in advance or provided in-kind on a monthly basis, consistent with those provided to Executive immediately prior to the Restatement Date, and will pay for or reimburse to Executive in 2006 all costs incurred in securing visas, passports, work permits and related documents. · Tax equalization payments so that Executive’s U.S. federal, state and local income and employment tax burden does not exceed the amount of income tax and Employee National Insurance Contributions that would have been payable had Executive been working and residing in the United Kingdom, such tax equalization to be subject to and paid in accordance with the Company’s standard expatriate policy for senior executives, as such policy may from time to time be in effect (but changes to the policy shall not cause it to be, in the aggregate, less favorable to Executive than at the Restatement Date) and payment pursuant to such policy to be made in a lump sum in the year in which such taxes are due. All calculations of tax equalization payments will be performed by and shall be subject to the final approval of the Company’s designated tax preparer, which shall be an international tax firm, whose determination of Executive’s tax equalization payments will be binding upon the Company and Executive. The Company will pay all fees charged by the designated tax preparer for calculation of the tax equalization payments as provided for herein and for the preparation of all required tax returns for Executive, which costs shall be paid or reimbursed in accordance with the provisions of Section 7(g) of this Agreement.
(viii) Executive will be paid an amount equal to the aggregate Company matching contributions that would have been credited to Executive’s account under the Company Savings Plan and the Company Savings Equalization Plan had Executive participated in such plans to the maximum annual retirement extent permissible under such plans from the Restatement Date until Executive’s termination of employment plus earnings at an annual rate equal to the annual return that would have been earned had such matching contributions been credited to an account for Executive on January 1st of each year and programs shall be limited to 50% of final average compensation. For purposes of calculating such benefits, Executive's compensation shall include 100% of annual base salary and 100% of annual incentive compensation. Service of the Executive which is considered in determining such benefits shall include the post-termination periods specified under Section 6(viii) and 7(b)(x), and final average compensation shall be based on the average of the highest five consecutive years of such compensation invested 80 percent in the ten calendar year period which includesfixed income fund and 20 percent in the equity index fund available under the Company Savings Plan, as the last year, such amount to be paid in a lump sum in the calendar year immediately prior to next following the calendar year in which the ending date of Executive=s service occurs (for this purpose, annual incentive compensation shall exclude any payment made as a result of termination). Further,
(A) Executive shall be credited, for each full calendar year ’s termination of employment that occurs or in the payroll period next following the payroll period in which Executive’s death occurs, if earlier. Any provision to the contrary contained in this Agreement notwithstanding, unless Executive is completed beginning after December 18, 1994, terminated by the Company for “Cause” (including, for this purpose, service credited under the post-termination periods specified under as defined in Section 6(viii) and 7(b)(x8(a)), with one additional year of service under such plans and programs, up to a maximum of five (5) additional years crediting by operation of this Section 5(b)(iv)(A), which additional years of service the following benefits shall be vested made available to Executive after the Term: If Executive is eligible upon such crediting; and (B) amounts equal to the present value termination of Executive's accrued benefit vested at any time during the Term employment for retiree coverage under the Fruit of the Loom, Inc. Supplemental Executive Retirement Company’s Health Plan (the "SERP") will “Health Plan”), Executive shall receive cash payments equal on an after-tax basis to the cost for retiree coverage under the Health Plan for Executive, his spouse and eligible dependents, with such payments to be fully funded made by the Company by deposits to Executive on a monthly basis for so long as he shall be eligible for retiree coverage under the Health Plan and in accordance with Section 7(g) of this Agreement. If or when Executive is not eligible for retiree coverage under the Health Plan (and eligibility for COBRA continuation coverage only shall not be considered eligibility for retiree coverage under the Health Plan under this Agreement), Executive shall instead receive cash payments equal on an irrevocable "rabbi trust" pursuant after-tax basis to Section 2.2 the value of the SERPretiree coverage that Executive would have received under the Health Plan had Executive, his spouse and eligible dependents qualified for full retiree coverage under the Health Plan, with such payments to be made by the Company to Executive on a monthly basis for life and in accordance with Section 7(g) of this Agreement (it being understood that the Company payments to Executive attributable to this retiree coverage will be equal on an after-tax basis to the full monthly premium cost to Executive to purchase such coverage independently, and shall not be limited to the value of the Company contribution, if any, to the cost of retiree coverage under the Health Plan, but shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). If Executive is eligible upon termination of employment for COBRA continuation coverage under the Health Plan and elects such coverage, Executive shall receive cash payments equal on an after-tax basis to the full monthly premium cost to Executive to purchase such COBRA continuation coverage for Executive, his spouse and eligible dependents, with such payments to be made by the Company to Executive on a monthly basis for the duration of Executive’s COBRA continuation period and in accordance with Section 7(g) of this Agreement, which payments shall be made in lieu of any payments provided hereinabove that would otherwise be made during the COBRA continuation period so that there is no duplication of payments during the COBRA continuation period.
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