EXHIBIT 10.23
MGM
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SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
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THIS AGREEMENT made this 18th day of July, 1997, by and between Metro-
▇▇▇▇▇▇▇-▇▇▇▇▇ Inc., a corporation duly organized and existing under laws of the
State of Delaware (the "Company"), and A. ▇▇▇▇▇▇ ▇▇▇▇▇▇, an individual residing
in Los Angeles, CA (the "Participant").
WITNESSETH:
WHEREAS, the Company wishes to provide for the payment of supplemental
retirement benefits to ▇▇▇▇▇▇ ▇▇▇▇▇▇ in addition to the benefits to which he may
be entitled under the MGM Retirement Plan, the MGM Savings Plan, any other
qualified plans sponsored by the Company, the O & M Plan, and any other
employer-sponsored deferred compensation plans; and
WHEREAS, the Company executed a Supplemental Executive Retirement
Agreement (the "Agreement") with the Participant on April 22, 1996; and
WHEREAS, the parties have agreed that certain amendments shall be made to
the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and intending to be legally bound, the Company and the
Participant agree to this amended and restated Agreement as follows:
1. RIGHT TO BENEFITS
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a. Vesting. Except as provided in Subsection c, below, the Participant
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will be fully vested in all benefits under this Agreement.
b. Reemployment. If the Participant is restored to employment with the
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Company after having retired, any monthly payments under the Agreement which had
commenced shall be discontinued and, upon subsequent retirement or termination
of employment with the Company, the Participant's benefits under the Agreement
shall be recomputed in accordance with Section 2 and shall again become payable
to such Participant in accordance with the provisions of the Agreement.
c. Cause. In the event that the Participant is involuntarily terminated
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for cause, all benefits which would otherwise be payable to him under the
Agreement shall be forfeited and the Participant shall repay to the Company any
amounts paid to the
Participant under the Agreement. For purposes of this Section 1, the
Participant shall be deemed terminated for cause only under the following
circumstances:
(1) - The Participant's willful and intentional refusal to perform his
material duties and agreements under such Participant's employment
agreement with the Company, but only if the Participant has not cured
such breach within thirty (30) days after receipt of notice thereof
from the Company, which notice shall specify with particularity the
material duties or agreements which the Participant has willfully or
intentionally refused to perform;
(2) The entry of a judgment convicting the Participant of a felony.
Notwithstanding the foregoing, if the Company's Board of Directors or a
duly constituted Committee thereof, in its discretion, shall determine that
the Participant had no reasonable cause to believe his conduct was
unlawful, then the Board of Directors may determine that such benefits
shall not be forfeited.
2. Amount and Payment of Benefits
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a. Amount of Benefits. Except as modified by Sections 3 or 7, the amount of
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any benefits payable to or on account to the Participant, to the extent the
Participant is entitled to a benefit pursuant to Section 1 of this
Agreement shall be equal to the amount determined under paragraph (1)
below, reduced by the amount determined under paragraph (2) below.
(1) An amount equal to $150,000 per year payable in the form of a
single life annuity commencing at the later of age 60 or the date
of the Participant's actual termination of employment.
(2) The amount determined in (1) above shall be reduced by an amount
equal to the benefit, if any, the Participant is entitled to
receive under the O & M Plan, determined as if such benefit were
payable in the form of an Actuarially Equivalent single life
annuity commencing on the date that benefits under this Agreement
commence.
(3) In the event the Participant has received, is receiving, or is
scheduled to receive benefits from the O & M Plan in any form
other than a single life annuity or at a time other than when
benefits commence under this Agreement, the benefit to be taken
into account under Section 2a(2) shall be determined by the
Company based on actuarial assumptions and factors utilized under
the Retirement Plan as of the date of determination, or to the
extent such factors or assumptions do not contemplate a particular
situation which arises under this Agreement or the Retirement Plan
is no longer in effect, based upon the factors applied by the
Pension Benefit Guaranty Corporation for
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purposes of determining the present value of benefits upon
termination of a plan with insufficient assets.
b. Adjustments to Benefit Amount.
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(1) Termination After Age 60. The $150,000 annual benefit payable
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to the Participant under Section 2a(1) of the Agreement shall
be increased by 5/12ths of one percent for each month after
attaining age 60 that the Participant continues in the
employment of the Company.
(2) Adjustments After Benefits Commence. After payments have
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commenced, the annual benefit amount determined under Section
2a(1) or Section 3 shall be increased effective each January 1
by the adjustment factor applied to retiree payments for the
calendar year under the O&M Plan; provided, however, that no
adjustment shall be made in any year in which the adjustment
factor is negative. No adjustment shall be made under this
Agreement prior to the time that the Participant advises the
Company of the adjustment factor under the O&M Plan for the
applicable period. The Company shall, however, make such annual
adjustment retroactive to January 1 of the calendar year when
the Participant provides such information. This adjustment
shall be made annually until all benefit payments under this
Agreement have ceased, including payments to the Participant's
surviving spouse.
c. Commencement of Benefits. Benefits shall commence on the first day
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of the month following the earlier of:
(1) the Participant's death, or
(2) the latest of:
(a) the Participant's attainment of age 60;
(b) the Participant's termination of employment with the
Company; or
(c) the date elected by the Participant, provided, however,
that any election by the Participant to defer payments
beyond the time provided in subparagraphs (a) and (b)
above must be made at least twelve months prior to the
later of (i) the time that the Participant attains age 60
or (ii) the date the Participant terminates his
employment with the Company.
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Notwithstanding any other provision of this Agreement to the contrary, the
Committee may, in its sole discretion, direct that payments be made before
such payments are otherwise due if, for any reason (including, but not
limited to a change in the tax or revenue laws of the United States of
America, a published ruling or similar announcement issued by the Internal
Revenue Service, a regulation issued by the Secretary of the Treasury or
his delegate, or a decision by a court of competent jurisdiction involving
the Participant or beneficiary), such Committee believes that the
Participant or his beneficiary(ies) has recognized or will recognize
income for federal income tax purposes with respect to amounts that are or
will be payable to such Participant under the Agreement before such
amounts are scheduled to be paid. In making this determination, the
Committee shall take into account the hardship that would be imposed on
the Participant or his beneficiary(ies) by the payments of federal income
taxes under such circumstances.
d. Form of Payment.
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(1) Normal Form of Benefit. If the Participant is unmarried on the date
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benefits commence, the benefit shall be payable in the form of a single
life annuity for the Participant's life. Such benefit shall be payable in
monthly installments equal to one-twelfth (1/12) of the amount determined
under Section 2a.
(2) Optional Benefit Forms. If the Participant is married on the date
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benefits commence, the Participant may elect to receive his benefit in one
of the following optional forms:
(a) Single Life Annuity. The Participant may elect to receive his
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benefit for his lifetime.
(b) 50% Joint and Survivor Annuity. The Participant may elect to
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receive the Actuarial Equivalent of the amount the Participant would
receive under the life only form of payment described in paragraph (1)
hereof, with payments equal to 50% of the amount that was payable to him
during his lifetime continued after his death for the remainder of his
eligible spouse's lifetime should he predecease her. The eligible spouse
shall be the spouse to show to whom the Participant is married on the date
that payments under this Agreement commence.
(c) 100% Joint and Survivor Annuity. The Participant may elect to
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receive the Actuarial Equivalent of the amount the Participant would
receive under the life only form of payment described in paragraph (1)
hereof, with payments equal to 100% of the amount that was payable to him
during his lifetime continued after his death for the remainder of his
eligible spouse's lifetime should he predecease
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her. The eligible spouse shall be the spouse to whom the Participant
is married on the date that payments under this Agreement commence.
3. DEATH OR DISABILITY OF PARTICIPANT
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a. Pre-Retirement Spousal Death Benefit. The Participant may
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elect to replace the death benefits otherwise payable under clause
(1) of Section 3b with an annuity payable to the Participant's spouse
to whom the Participant is married at the time of his death. Such
Pre-Retirement Spousal Death Benefit shall be payable in the event
the Participant dies prior to commencing receipt of benefits under
this Agreement while employed by the Company or after having become
vested in his benefits under Section 1 of this Agreement. The monthly
amount payable to the Participant's spouse under such election shall
be equal to 50% of the monthly payments which would have been payable
to the Participant during his lifetime if the Participant had retired
immediately before the date of his death and had elected the 50%
Joint and Survivor Annuity, payable for the spouse's life. These
payments shall commence as soon as practicable following notification
that death has occurred, but no earlier than the first business day
of the calendar month following that in which the death occurred. If
benefits are paid under this Section 3a, all payments under the
Agreement shall cease upon death of the Participant's spouse, and no
benefits shall be payable under Section 3b.
b. Death Prior to Receipt of Base Entitlement. If (1) the
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Participant has not elected the Pre-Retirement Spousal Death Benefit
and dies prior to commencing receipt of benefits under this Agreement
while employed by the Company or after having become vested in his
benefits under Section 1 of this Agreement, or (2) the Participant
dies (or, if the Participant has elected a joint and survivor form of
payment, if the Participant and his spouse die) after payments under
this Agreement have commenced but prior to receiving the "Base
Entitlement" described in Subsection c, below, monthly payments of
$7,500 shall be made to the beneficiary designated by the Participant
to receive such amounts until such time as total payments under this
Agreement (including payments under Sections 2 and 7d of the
Agreement, but not including payments under Section 7(b) or 7(c) of
the Agreement, if applicable) plus all benefits which have been
paid, which are payable or which will become payable under the O & M
Plan, are equal to the Base Entitlement. These payments shall
commence as soon as practicable following notification that death has
occurred, but no earlier than the first business day of the calendar
month following that in which the death occurred. In the absence of
any such designation, payment shall be made to the personal
representative, executor or administrator of the Participant's
estate.
c. Base Entitlement. Except as provided in Section 7e of the Agreement,
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the Base Entitlement shall be equal to $900,000 (or, if the
Participant has elected
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an optional form of benefit payment under Section 2d(2)(b) or (c), the
Participant's annual benefit under such optional form multiplied by
six).
d. Disability Benefit. If the Participant becomes disabled in accordance
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with the provisions of Section 1.a.(4) prior to commencing receipt of
benefits under this Agreement while employed by the Company, monthly
payments of $7,500 shall be made to the Participant (and if the
Participant dies, to the Beneficiary designated by the Participant)
until such time as the total payments under this Agreement (including
payments under Section 7d of the Agreement, but not including payments
under Section 7b or 7c of the Agreement, if applicable) plus all
benefits which have been paid, which are payable or which will become
payable under the O & M Plan are equal to the Base Entitlement. This
payment shall commence as soon as practicable following the date such
disability commences. In the event this Subsection d becomes
operative, no payments shall be payable under Subsections a or b of
this Section 3.
4. GENERAL PROVISIONS
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a. The establishment of the Agreement shall not be construed as
conferring any legal rights upon the Participant for a continuation of
employment, nor shall it interfere with the rights of the Company to
discharge the Participant and to treat him without regard to the
effect which such treatment might have upon him as the Participant in
the Agreement. Except as provided in Section 7, no legal or beneficial
interest in any of the Company's assets is intended to be conferred by
the terms of the Agreement.
b. In the event that the Committee shall find that the Participant or his
beneficiary is unable to care for his affairs because of illness or
accident, the Committee may direct that any benefit payment due him be
paid to his spouse or, if none, to a duly appointed legal
representative, and any such payment so made shall be a complete
discharge of the liabilities of the Company and the Agreement
therefor.
c. The Company shall have the right to deduct from each payment to be
made under the Agreement any required withholding taxes.
d. The Agreement shall be constructed, regulated and administered under
the laws of the State of California.
5. NON-ASSIGNABILITY OF INTEREST
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Subject to any applicable law, the interest herein and the right to
receive distributions under this Agreement may not be anticipated,
alienated, sold, transferred, assigned, pledged, encumbered, or subjected
to any charge or legal process, nor shall any such
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benefit be in any manner liable for or subject to garnishment,
attachment, execution or levy, or liable for or subject to the debts,
contracts, liabilities, engagements or torts of the Participant;
provided, however, that nothing herein shall prohibit the Participant
from designating a trust established for the Participant's benefit to
receive any payments due the Participant under this Agreement. If
any attempt is made to do so, or the Participant becomes bankrupt, the
interests of the Participant under the Agreement may be terminated by
the Committee, which, in its sole discretion, may cause the same to be
held or applied for the benefit of one or more of the dependents of
such Participant or make any other disposition of such interests that
it deems appropriate.
6. SOURCE OF PAYMENTS
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Except as provided in Section 7, the benefits under this Agreement shall be
payable by the Company only with respect to the Participant after he has
retired, died or otherwise terminated his employment with the Company and
any such benefits and all costs, charges and expenses relating thereto shall
be payable from the general assets of the Company. Nothing in this Agreement
shall be interpreted or construed to require the Company in any manner to
fund any obligation to the Participant hereunder. Nothing contained in this
Agreement nor any action taken hereunder shall create, or be construed to
create, a trust of any kind, or a fiduciary relationship between the Company
and the Participant. Notwithstanding the foregoing, the Company may, in its
discretion, establish a trust (known as a "rabbi trust") to hold funds
intended to provide benefits hereunder and the assets of such trust shall be
subject to the claim of the general creditors of the Company in the event of
bankruptcy or insolvency of the Company.
Notwithstanding the foregoing, the Company may purchase such insurance as it
deems necessary or advisable to provide for the payment of any or all
benefits under the Agreement. In this regard, the Company may require the
completion of medical questionnaires, the taking of physical examinations by
the Participant or the provision by the Participant of any other information
that may be requested by the insurance provider at the time such insurance
is purchased.
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7. CHANGE IN CONTROL
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a. Notwithstanding the foregoing provisions of the Agreement, in the
event of a Change in Control or a Change in Status, as herein defined,
prior to time that the Participant or, if applicable, the
Participant's surviving spouse or beneficiary has received all of the
benefits to which he is entitled under the Agreement, the following
provisions shall become operative, provided, however, that such
provisions shall not become operative upon a Change in Control if (1)
the purchaser assumes (in writing to the Participant) all obligations
under the terms of this Agreement, and (2) the purchaser satisfies the
criteria described in Addendum A to this Agreement; provided, further,
that the provisions of this Article 7 shall not become operative if
a Change in Control occurs solely due to an acquisition of the
Company by a consortium which includes Participant and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ if, following such acquisition, Participant holds an ownership
interest in the Company which was not obtained through the purchase of
publicly traded shares.
b. If this Article 7 becomes effective, the Company shall, no later than
the date of such Change in Control or Change in Status, deposit funds
in escrow (with an escrow agent acceptable to the Participant) in an
amount sufficient to provide on an actuarial basis (using the
Actuarial Equivalent factors for the single sum option under the MGM
Retirement Plan) the level of benefits described in Section 2 (or,
if the Change in Control or Change in Status occurs at the time
payments are being made under Section 3, the level of benefits
described in Section 3) of this Agreement. All fees with respect to
the escrow agent shall be paid by the Company. The escrow agent shall
be responsible for investment of the funds in the escrow arrangement.
The Company shall grant the Participant or, if applicable, the
Participant's surviving spouse or beneficiary, a first priority
security interest in such escrowed amount. At the time such actual
Change in Control or Change in Status occurs, the Participant's (or,
if applicable, the surviving spouse's or beneficiary's) security
interest shall be perfected and the Participant (or surviving spouse
or beneficiary) shall be entitled to receive an amount from the escrow
account equal to the estimated federal and state income tax due and
payable on the amount the Participant (or surviving spouse or
beneficiary) must recognize as taxable income under the escrow
arrangement. The federal and state income tax due and payable in the
taxable year in which a Change in Control or Change in Status occurs
shall be deemed to be the combined highest federal and state marginal
income tax rate in effect in the year the escrow arrangement is
established times the amount held under the escrow arrangement at the
time of such Change in Control or Change in Status.
c. For each taxable year that the escrow account remains in existence
subsequent to the year of a Change in Control or a Change in Status,
the
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Participant (or surviving spouse or beneficiary) shall be entitled to
receive from the escrow account, in addition to the amounts payable
under Section 7d, an amount equal to the estimated federal and state
income tax due and payable on any amounts which the Participant (or
surviving spouse or beneficiary) must recognize as taxable income
under the escrow arrangement. The federal and state income tax due and
payable in each subsequent year shall be deemed to be the combined
highest federal and state marginal income tax rate in effect in
the year that such payment is made times the earnings on amounts held
in the escrow arrangement.
d. In lieu of any annual or monthly benefit amount payable under Section
2 or 3a, b or d, in the event that a Change in Control or Change in
Status occurs and the provisions of Subsection b become operative, the
annual (or in the case of Section 3, monthly) benefit payable to the
Participant or the Participant's surviving spouse under the Agreement
shall be equal to the benefit determined under Section 2 or 3a, b or d
as applicable, multiplied by the complement of the income tax rate
(i.e., 1 - the income tax rate) determined under Subsection b above.
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e. In the event that a Change in Control or Change in Status occurs and
the provisions of Subsection b of this Section 7 become operative, the
Base Entitlement as defined in Section 3c hereof shall thereupon be
reduced to reflect the extent to which future payments under Sections
2, 3b and 3d hereof can thereafter be made to Participant on an after-
tax basis. Accordingly, the Base Entitlement in such event shall be
the amount of the total benefits, if any, already paid to Participant
under Section 2, 3b, or 3d hereof and paid or payable under the O & M
Plan (collectively, the "Taxable Benefits") plus such additional
amount as shall be determined by multiplying the complement of the
income tax rate (i.e., 1 - the income tax rate) determined under
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subsection b above by the difference between $900,000 and the
Taxable Benefits.
f. Any assets remaining in the escrow arrangement following the
satisfaction of all liabilities to the Participant and, where
applicable, his Beneficiary pursuant to Section 3 and Subsections b,
c, d and e of this Section 7 shall be returned to the Company. In the
event that the assets in the escrow arrangement are insufficient to
satisfy the Company's obligations under this Agreement, the Company
shall pay any remaining payments due to the Participant or his
beneficiary from the general assets of the Company. The amount of such
payments shall be determined in accordance with the provisions of
Section 2 and, if applicable, Section 3 of this Agreement, without
regard to the provisions of Sections 7d or 7e.
g. A "Change in Control" shall be deemed to have occurred if there shall
occur or there shall be consummated (i) any merger or consolidation of
the
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Company with or into any other person, as the result of which Tracinda
Corporation, a Nevada corporation ("Tracinda") and Seven Network
Limited, a corporation organized under the laws of the Commonwealth of
Australia ("Seven"), beneficially own, in the aggregate, less than
50.1% of the combined voting power of the then outstanding voting
securities of the surviving corporation entitled to vote generally in
the election of directors of the surviving corporation immediately
upon completion of the transaction and any other person beneficially
owns 30.0% or more of the combined voting power of the then
outstanding voting securities of the surviving corporation entitled to
vote generally in the election of directors; (ii) any sale, transfer
or other conveyance whether direct or indirect, of all or
substantially all of the property and assets of the Company, on a
consolidated basis, in one transaction or a series of related
transactions; provided, however, that this clause (ii) shall not apply
to any sale, transfer or other conveyance to MGM, by any wholly owned
direct or indirect subsidiary of MGM or, by any wholly owned direct or
indirect subsidiary of MGM to any other such wholly owned direct or
indirect subsidiary of MGM or by MGM to one or more wholly owned
direct or indirect subsidiaries of MGM; or (iii) any transaction or
event that results in Tracinda and Seven ceasing, in the aggregate, to
beneficially own 50.1% or more of the combined voting power of the
then outstanding voting securities of the Company entitled to vote
generally in the election of directors and any other person
beneficially owning 30.0% or more of the combined voting power of the
then outstanding voting securities of the Company entitled to vote
generally in the election of directors. As used herein, the term
"person" shall have the meaning of such term under Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
whether or not applicable to the Company; and the terms "beneficial
owner" and "beneficially own" shall have the meanings set forth in
Rule 13d-3 under the Exchange Act whether or not applicable to the
Company. Notwithstanding the foregoing, a Change in Control shall not
be deemed to have occurred under clauses (i) or (iii) if the acquirer,
purchaser or 30.0% owner is an employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company. Further, a Change in Control shall not be
deemed to have occurred under clauses (i) or (iii) if Tracinda and
Seven cease to beneficially own 50.1% due to a public offering of
stock of the Company.
Solely for purposes of this Paragraph 7g, "MGM" shall mean
Metro-▇▇▇▇▇▇▇-▇▇▇▇▇, Inc., and "Company" shall mean P&F Acquisition
Corp. and/or Metro-▇▇▇▇▇▇▇-▇▇▇▇▇, Inc.
h. A "Change in Status" shall occur upon the occurrence of one of the
following:
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(1) the Company shall terminate without "Cause" the Employment
Agreement between the Company and Participant dated as of
October 10, 1996 (the "Employment Agreement"), based upon the
definition of Cause in Section 11(d) of the Employment
Agreement; or
(2) the Participant shall terminate the Employment Agreement for
"good reason" pursuant to Section 11(e) of the Employment
Agreement.
8. AMENDMENTS TO AGREEMENT
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The Company and the Participant may suspend, amend or otherwise modify or
terminate this Agreement at any time in a writing executed by both
parties.
9. ARBITRATION
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a. Any controversy or claim arising out of or relating to this
Agreement, or any alleged breach of the terms or conditions
contained herein, shall be settled by arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration
Association (the "AAA") as such rules may be modified herein.
b. An award rendered in connection with an arbitration pursuant to this
Section shall be final and binding and judgment upon such an award
may be entered and enforced in any court of competent jurisdiction.
c. The forum for arbitration under this Agreement shall be Los Angeles,
California and the governing law for such arbitration shall be laws
of the State of California.
d. Arbitration under this Section shall be conducted by a single
arbitrator selected jointly by the Company and the Participant or
Beneficiary, as applicable (the "Complainant"). If within ten (10)
days after a demand for arbitration is made, the Company and the
Complainant are unable to agree on a single arbitrator, three
arbitrators shall be appointed. Each party shall select one
arbitrator and those two arbitrators shall then select a third
neutral arbitrator within ten (10) days after their appointment. In
connection with the selection of the third arbitrator, consideration
shall be given to familiarity with executive compensation plans and
experience in dispute resolution between parties, as a judge or
otherwise. If the arbitrators selected by the parties cannot agree on
the third arbitrator, they shall discuss the qualifications of such
third arbitrator with the AAA prior to selection of such arbitrator,
which selection shall be in accordance with the Commercial
Arbitration Rules of the AAA.
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e. If an arbitrator cannot continue to serve, a successor to an
arbitrator selected by a party shall be also selected by the same
party, and a successor to a neutral arbitrator shall be selected as
specified in Subsection d of this Section. A full rehearing will be
held if the neutral arbitrator is unable to continue to serve or if
the remaining arbitrators unanimously agree that such a rehearing is
appropriate.
f. The arbitrator or arbitrators shall be guided, but not bound, by the
Federal Rules of Evidence and by the procedural rules, including
discovery provisions, of the Federal Rules of Civil Procedure. Any
discovery shall be limited to information directly relevant to the
controversy or claim in arbitration.
g. The arbitration hearing shall be held within ten (10) days (or as soon
thereafter as possible) after the picking of the arbitrators. No
continuance of said hearing shall be allowed without the consent of
Participant. Absence from or nonparticipation at the hearing by
either party shall not prevent the issuance of an award. Hearing
procedures which will expedite the hearing may be ordered at the
arbitrators' discretion, and the arbitrators may close the hearing in
their sole discretion when they decide they have heard sufficient
evidence to satisfy issuance of an award.
h. Solely for purposes of determining the allocation of the costs
described in this Subsection h, the Company will be considered the
prevailing party in a dispute if the arbitrators determine (1) that
the Company has not breached this Agreement and (2) the claim by
Participant was not made in good faith. Otherwise, Participant will be
considered the prevailing party. In the event that the Company is the
prevailing party, the fee of the arbitrators and all necessary
expenses of the hearing (excluding any attorneys' fees incurred by the
Company) including stenographic reporter, if employed, shall be paid
by the other party. In the event that Participant is the prevailing
party, the fee of the arbitrators and all necessary expenses of the
hearing (including all attorneys' fees incurred by Participant in
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pursuing his or her claim), including the fees of a stenographic
reporter if employed, shall be paid by the Company.
10. DEFINITIONS
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a. "Actuarial Equivalent" shall mean a benefit of equivalent value
determined in accordance with the provisions of Section 16 of the MGM
Retirement Plan.
b. "Board of Directors" shall mean the Board of Directors of the
Company.
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c. "Committee" shall mean the Retirement Plan Committee described in
Section 11 of the MGM Retirement Plan.
d. "Company" shall mean Metro-▇▇▇▇▇▇▇-▇▇▇▇▇ Inc. or any successor by
merger, purchase or otherwise, with respect to its employees.
e. "Effective Date" shall mean November 1, 1995.
f. "O & M Plan" shall mean the portion of the O'Melveny & ▇▇▇▇▇
Partnership Agreement entitled Retirement, Death and Disability
Payments (currently Section 10 of such partnership agreement).
g. "Retirement Plan" shall mean the MGM Retirement Plan.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
METRO-▇▇▇▇▇▇▇-▇▇▇▇▇ INC.
ATTEST: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Senior Executive Vice President
PARTICIPANT
/S/ A. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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A. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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ADDENDUM A
A purchaser satisfies the criteria hereunder if the stock of the purchaser
(or an entity which, directly or indirectly, owns at least 80% of the
purchaser) is publicly traded and such entity has a Standard & Poor's debt
rating of A or better, or a rating by another similar agency of an equivalent
debt rating.
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