1
EXHIBIT 10.11
THE ASSOCIATES
CORPORATE ANNUAL PERFORMANCE PLAN
2
The Associates
CORPORATE ANNUAL
PERFORMANCE PLAN
1. PURPOSE
The Purpose of the Plan is to enable the Company, through awards of annual
incentive compensation, to attract and retain executives; to motivate these
executives to promote the growth and profitability of the Company; and to
associate the interests of these executives with those of the Company's
stockholders.
2. DEFINITIONS
"Adoption Agreement" shall mean the agreement by which an Employer adopts this
Plan.
"Award" shall mean the annual incentive award granted to a Participant for a
Performance Period under the Plan.
"Award Payment Date" shall mean, for each Performance Period, the date that the
amount of the award for that Performance Period would have been paid to the
Participant under Section 6 of the Plan, without regard to any election to
defer receipt of the Award made by the Participant under Section 8 of the Plan.
"Board of Directors" shall mean the Board of Directors of Associates First
Capital Corporation.
"Committee" shall mean the Executive Committee of the Board of Directors.
"Company" shall mean Associates First Capital Corporation.
"Disability" shall mean the complete inability, due to sickness or accidental
bodily injury, to both (i) perform any and every duty pertaining to a
Participant's occupation with the Company and (ii) engage in any and every
gainful occupation for which the Participant is reasonably fitted by education,
training or experience. The determination whether a Participant has suffered a
Disability shall be made by the Committee based upon such evidence it deems
necessary or appropriate.
"Employee" shall mean any person (including an officer) employed by the Company
on a full-time, salaried basis.
"Employer" shall mean any subsidiary of Associates First Capital Corporation
that adopts or has adopted this Plan by executing an Adoption Agreement.
"Participant" shall mean an employee selected by the Committee to participate
in the Plan for a Performance Period.
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"Performance Period" shall mean the fiscal year of the Company or any other
period designated by the Committee with respect to which an Award shall be
earned.
"Plan" shall mean this Corporate Annual Performance Plan, as from time to time
amended and in effect.
"Predecessor Plan" shall mean the prior Corporate Annual Performance
Plan maintained by Paramount Communications Inc. (formerly
Gulf+Western Industries Inc.).
"Retirement" shall mean early retirement with the prior written approval of the
Company or normal or deferred retirement under any defined benefit plan
maintained by the Company and qualified under Section 401(a) of the Internal
Revenue Code of 1954, as amended.
3. ADMINISTRATION
The Plan shall be administered by the Committee, which shall have full
authority to interpret the Plan, to establish rules and regulations relating to
the Plan, to determine the criteria for eligibility to participate in the Plan,
to select Participants in the Plan, the performance targets under the Plan and
the amount of the Awards, and to make all other determinations and take all
other actions necessary or appropriate for the proper administration of the
Plan. The Committee's interpretation of the Plan, and all actions taken within
the scope of its authority, shall be final and binding on the Company, its
stockholders, Participants, Employees, former Employees and beneficiaries.
4. ELIGIBILITY AND PARTICIPATION
Participation in the Plan for a Performance Period shall be limited to those
key Employees whom the Committee shall select, on the basis of such Employees'
significant impact on the success of the Company, to participate in the Plan
for that Performance Period.
5. ESTABLISHMENT OF GOALS; GRANT OF AWARDS
The Committee shall establish for each Performance Period the level of
performance goals which must be achieved during the Performance Period in order
for a Participant to earn an Award payable under the Plan at the end of that
Performance Period. In addition, each Participant selected by the Committee
with respect to a particular Performance Period shall be granted an Award for
that Performance Period determined by the Committee in its sole discretion. The
Committee may establish, at the time it establishes performance goals for any
Performance Period, a maximum dollar amount or amounts which may be paid with
respect to the Awards for that Performance Period.
6. PAYMENT OF AWARDS
Subject to the provisions of Section 8, each Participant shall be eligible to
receive after the close of a Performance Period an
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amount of cash equal to the amount payable under such Participant's Award for
that Performance Period.
An Award shall be paid out in a lump sum cash payment as soon as practicable
after the close of the Performance Period, unless the Participant has elected
pursuant to Section 8 hereof to defer receipt of the amount payable under the
Award.
7. LIMITATIONS ON RIGHTS TO PAYMENT OF AWARDS
(a) No Participant shall have any right to receive payment of an Award
under the Plan for a Performance Period unless the Participant remains
in the employ of the Company or any of its affiliates through the
Award Payment Date. However, in the event that, prior to the Award
Payment Date, a Participant's employment with the Company or any of
its affiliates terminates due to the Participant's death, Disability
or Retirement, the Participant (or the Participant's beneficiary)
shall remain eligible to receive a portion of the Award, on the Award
Payment Date, based on the amount of time the Participant was employed
during the Performance Period. Notwithstanding the preceding two
sentences, the Committee may, if in the reasonable opinion of the
Committee circumstances warrant such action, approve payment of an
Award to a Participant whose employment terminates prior to the Award
Payment Date for reasons other than death, Disability or Retirement.
(b) Furthermore, no Participant shall have any right to receive payment of
an Award under the Plan if, subsequent to the commencement of the
Performance Period and prior to the Award Payment Date, the
Participant either (i) engaged directly or indirectly, either
personally or as an employee, agent, partner, stockholder, officer or
director of, or consultant to, any entity or person engaged in any
business in which the Company or any of its affiliates is engaged,
and, in the opinion of the Committee, such entity or person has
engaged in competition with the Company or any of its affiliates or
(ii) at any time divulged to any person or entity other than the
Company or any of its affiliates, any of the trade secrets, methods,
processes or other proprietary or confidential information of the
Company or any of its affiliates. For the purpose of this paragraph, a
Participant shall be deemed not a stockholder of a competing entity if
the Participant's record and beneficial ownership amount to not more
than 1 percent of the outstanding capital stock of any company subject
to the periodic and other reporting requirements of Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended.
8. DEFERRAL OF PAYMENT OF AWARDS
Notwithstanding the provisions of Section 6 hereof, a Participant may, subject
to the terms and conditions of this Section 8, elect to defer payment of all or
part of any Award which the Participant might earn with respect to a
Performance Period by completing the payment deferral form prescribed by the
Committee. Such notice
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shall include the amount to be deferred, the period of deferral, and the period
over which payment is to be made.
(a) Date of Election.
An election to defer receipt of an Award shall be made prior to the
last day of the calendar year preceding the end of the fiscal year for
which the Award is to be made and shall be effective upon delivery (or
in the event the form is mailed by certified mail, return receipt
requested, on the date of mailing) of the payment deferral form to the
Senior Vice President, Human Resources. Notwithstanding the preceding
sentence, A Participant's election to defer may be made up to 60 days
after the date the individual first becomes a Participant.
(b) Payment of Deferred Amounts.
The amount deferred pursuant to the election, plus or minus any
earnings or losses thereon pursuant to Subsection (c) hereof (the
"Deferred Amount"), will be paid to the Participant (or, in the event
of the Participant's death, the person or estate determined under
Section 9 hereof), on the date(s) and in the manner selected by the
Participant on the payment deferral form prescribed by the Committee.
Upon termination of employment other than on account of death,
Disability or Retirement, the amount deferred pursuant to the election
will ordinarily be paid to the Participant in a lump sum within sixty
(60) days of such termination, however, the Committee may, in its sole
discretion, choose to defer payment until the time previously elected
by such Participant pursuant to this Section 8.
(c) Earnings Credited on Deferred Amounts.
All Deferred Amounts will be credited with earnings and losses in the
manner prescribed by the Committee.
(d) Acceleration of Payment of Deferred Amounts.
Payment of the Deferred Amounts may occur prior to the date(s)
indicated in the payment deferral form under the following
circumstances:
(1) The Company may distribute to the Participant the Deferred Amount at
such date(s) as the Committee shall determine if the Committee
concludes, in its sole discretion, that events such as changes in the
federal tax laws or applicable accounting principles or practices have
rendered continued deferral of the Deferred Amount undesirable either
for the Company or the Participant.
(2) At any time prior to complete payment of the Deferred Amount, the
Company may, in its sole discretion, pay to the Participant (or, in
the event of the Participant's death, the person or estate determined
under Section 9 hereof), an amount not greater than that portion of
the Deferred Amount that the Committee determines, in its sole
discretion, is necessary to
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meet a financial hardship arising from an emergency. The payment shall
be made only in instances of hardship arising from causes beyond the
Participant's control, such as accident or illness. The Participant
shall apply in writing to the Committee for any hardship payment under
this paragraph and shall furnish to the Committee such information as
the Committee deems necessary and appropriate to make its
determination.
9. DESIGNATION OF BENEFICIARY
A Participant may designate a beneficiary or beneficiaries who, in the event of
the Participant's death prior to full payment of any Award and the Deferred
Amount hereunder, shall receive payment of any Award and the Deferred Amount
due under the Plan. Such designation shall be made by the Participant on a form
prescribed by the Committee. The Participant may, at any time, change or revoke
such designation. A beneficiary designation, or revocation of a prior
beneficiary designation, will be effective only if it is made in writing on a
form provided by the Company, signed by the Participant and received by the
Senior Vice President, Human Resources. If the Participant does not designate a
beneficiary or the beneficiary dies prior to receiving any payment of an Award
and the Deferred Amount, Awards and the Deferred Amount payable under the Plan
shall be paid to the Participant's estate. If the beneficiary dies after
receiving any payment of an Award, any amounts remaining to be paid shall be
paid to the beneficiary's estate.
10. CORPORATE CHANGE
In the event of a corporate change (e.g. stock dividend or split, merger or
other reorganization, or sale or lease of substantially all the assets of the
Company) which substantially affects the determination of the performance
goals, the Committee may, if it determines such action is in the best interests
of the Company and obtains prior approval of the Board of Directors, equitably
adjust the Awards to be made under the Plan.
11. AMENDMENTS
The Board of Directors may at any time amend (in whole or in part) this Plan.
No such amendment which adversely affects a Participant's rights to or interest
in an Award granted prior to the date of the amendment shall be effective
unless the Participant shall have agreed thereto.
12. TERMINATION
(a) The Board of Directors may terminate this Plan (in whole or in part)
at any time. In the case of such a termination, the following
provisions of this Section 12 shall apply notwithstanding any other
provisions of the Plan to the contrary.
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(b) The Committee shall promulgate administrative rules applicable to Plan
termination, pursuant to which each affected Participant shall
receive, with respect to each Performance Period which has commenced
on or before the date that the Plan termination is effective (the
"Termination Date") and for which the Award Payment Date has not yet
occurred, the amount described in such rules.
(c) Each Award payable under Section 12 shall be payable only in cash and
shall be paid as soon as practicable, but in no event later than 30
days after the Termination Date.
(d) Payment of Deferred Amounts may be accelerated with respect to any
affected Participant in the discretion of the Board of Directors and
paid as soon as practicable.
13. MISCELLANEOUS PROVISIONS
(a) This Plan is not a contract between the Company, the Employers and
their Employees; it is totally gratuitous on the part of the Company
and the Employer. No Employee or other person shall have any claim or
right to be granted an Award under this Plan. Neither the
establishment of this Plan, nor any action taken hereunder, shall be
construed as giving any Employee any right to be retained in the
employ of an Employer. The Committee reserves the right, in its sole
discretion, prior to any applicable Award Payment Date to make any
adjustments to (or to omit payment of) an amount otherwise payable to
any Participant pursuant to an Award.
(b) A Participant's right and interest under the Plan may not be assigned
or transferred, except as provided in Section 9 hereof, and any
attempted assignment or transfer shall be null and void and shall
extinguish, in the Company's sole discretion, the Company's obligation
under the Plan to pay Awards and the Deferred Amount with respect to
the Participant.
(c) The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund, or to make any other
segregation of assets, to assure payment of Awards and the Deferred
Amount.
(d) The Company shall have the right to deduct from Awards and the
Deferred Amount paid any taxes or other amounts required by law to be
withheld.
14. TRANSITION FROM PREDECESSOR PLAN
(a) Paramount Communications Inc. ("PCI") formerly the parent corporation
of the Company maintained the Predecessor Plan. Effective on the
closing date of the sale of the Company to Ford Motor Company or one
of its affiliates, this Plan shall become effective and the
Predecessor Plan shall cease to be effective with respect to all
Employees of the Company. All Employees who were participants in the
Predecessor Plan shall be Participants in this Plan and the terms and
provisions of
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this Plan shall govern all Awards not yet made under the Predecessor
Plan and the Deferred Amounts under the Predecessor Plan.
(b) All elections hereafter made under this Plan shall also relate to and
govern Deferred Amounts under the Predecessor Plan. Until changed by
elections made under this Plan, all elections previously made under
the Predecessor Plan shall remain in effect with respect to Deferred
Amounts under this Plan.
(c) All Deferred Amounts under the Predecessor Plan shall be carried over
and credited as Deferred Amounts under this Plan.
15. EFFECTIVE DATE
The Plan shall be effective for Performance Periods beginning on or after
November 1, 1989.
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THE ASSOCIATES
CORPORATE ANNUAL PERFORMANCE PLAN
1996 ELECTION FORM
________________________________________________________________________________
PARTICIPANT'S NAME: ___________________________________________
________________________________________________________________________________
These elections pertain to the Award for the Performance Period ending December
31, 1996.
I. ELECTION FOR PAYMENT OR DEFERRAL OF FISCAL 1996 ▇▇▇▇ AWARD:
[ ] Payment in full of 1996 ▇▇▇▇ Award.
OR
[ ] Deferral of 1996 ▇▇▇▇ Award in part or full as
follows (check one):
[ ] Defer ___% of 1996 Award.
[ ] Defer $ ___________ of 1996 Award.
[ ] Defer balance of Award in excess of
$ ___________________.
II. DISTRIBUTION ELECTION DURING EMPLOYMENT FOR AMOUNTS DEFERRED
THIS YEAR AND IN PRIOR YEARS UNDER ▇▇▇▇:
The following distribution elections revoke and supersede any distribution
elections made in prior years by me with respect to distributions scheduled to
occur in 1997 or later under ▇▇▇▇. However, any elections made by me on this
election form with respect to my account balance in no event can accelerate a
distribution to 1995 or 1996, nor postpone a distribution which is scheduled to
occur during 1995 or 1996.
[ ] No distribution of deferred account balance during employment.
OR
Lump Sum Distribution
[ ] A lump sum of $ __________ or __________% of my total deferred
account balance on or about the last day of _________________
(month and year of payment).
AND/OR
(over)
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Installment Distribution
[ ] In ___________________ annual installments equal to the
undistributed balance in my deferred account divided by the
number of remaining installments, beginning on or about the
last day of (month and year of first payment).
PLEASE NOTE: THE ABOVE MUST BE COMPLETED AND RECEIVED BY ▇▇▇▇ ▇. ▇▇▇ - HUMAN
RESOURCES - HOME OFFICE, DALLAS BY DECEMBER 29, 1995. If this form has not been
received by that date, your Award will be paid to you on the earliest award
payment date and any prior elections regarding the distribution of your
deferred account balance will remain in effect.
This election form is intended as a brief summary of select provisions of the
Corporate Annual Performance Plan (the "Plan"). Please refer to the Plan for
more detailed information. Any provision of this election form may be
amended, modified, or eliminated at any time without the consent of the
participant.
Please complete the enclosed form for elections regarding death, Disability or
Retirement, and beneficiary and return it with this election form.
In addition, please be aware that FICA and Medicare tax will be due on all
deferred amounts. This will normally be deducted from your bonus check. If you
defer 100% of your bonus, the tax will be due on notification of your bonus
award.
_______________________ _____________________________________
Date Signature of Participant
THIS FORM MUST BE RECEIVED BY ▇▇▇▇ ▇▇▇ IN HUMAN RESOURCES IN DALLAS
BY DECEMBER 29, 1995.
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ADMINISTRATION OF AMOUNTS DEFERRED
_______________________________________________________________________________
In the event that you elect to defer any part of your 1996 Award or have
elected to defer any part of any previous Award under the Corporate Annual
Performance Plan, Associates First Capital Corporation (the "Company") shall
establish and/or continue to maintain in your name a deferred account.
Your deferred account shall be administered as follows:
i) any Award deferred shall be credited to your deferred account on the
award payment date;
ii) such deferred Award shall be credited with interest at the prime rate,
unless you are currently participating in the plan and have opted
otherwise;
iii) Account Balances may be reallocated to the available investment
options on the quarterly dates designated by the Company; and
iv) your deferred account will be credited with earnings and losses as
experienced from the elected investment options on a quarterly basis
(on the last day of March, June, September and December).
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THE ASSOCIATES
CORPORATE ANNUAL PERFORMANCE PLAN
AND LONG-TERM PERFORMANCE PLAN
1996 ELECTION FORM
________________________________________________________________________________
PARTICIPANT'S NAME: _________________________________________________
________________________________________________________________________________
These elections pertain to the Awards for the Performance Period ending
December 31, 1996.
I. ELECTION FOR PAYMENT OR DEFERRAL OF FISCAL 1996 ▇▇▇▇ AWARD ONLY:
[ ] Payment in full of 1996 ▇▇▇▇ Award.
OR
[ ] Deferral of 1996 ▇▇▇▇ Award in part or full as follows (check
one):
[ ] Defer ___% of 1996 Award.
[ ] Defer $ ___________ of 1996 Award.
[ ] Defer balance of Award in excess of
$ ___________________.
II. ELECTION FOR PAYMENT OR DEFERRAL OF FISCAL 1996 LTPP AWARD ONLY:
[ ] Payment in full of 1996 LTPP Award.
OR
[ ] Deferral of 1996 LTPP Award in part or full as follows (check
one):
[ ] Defer ___% of 1996 Award.
[ ] Defer $ ___________ of 1996 Award.
[ ] Defer balance of Award in excess of
$ ___________________.
I UNDERSTAND THAT ANY AMOUNTS DEFERRED WILL BE CREDITED TO MY
ACCOUNT UNDER THE ASSOCIATES CORPORATE ANNUAL PERFORMANCE PLAN
("▇▇▇▇") AND SUBJECT TO THE DISTRIBUTION AND BENEFICIARY
ELECTIONS THEREUNDER.
(over)
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III. DISTRIBUTION ELECTION DURING EMPLOYMENT FOR AMOUNTS DEFERRED THIS YEAR
AND IN PRIOR YEARS UNDER ▇▇▇▇ AND LTPP:
The following distribution elections revoke and supersede any distribution
elections made in prior years by me with respect to distributions scheduled to
occur in 1997 or later under ▇▇▇▇ AND LTPP, other than deferred stock awards
under the LTPP. However, any elections made by me on this election form with
respect to my account balance in no event can accelerate a distribution to 1995
or 1996, nor postpone a distribution which is scheduled to occur during 1995 or
1996.
[ ] No distribution of deferred account balance during
employment.
OR
Lump sum Distribution
[ ] A lump sum of $ __________ or __________ of my total deferred
account balance on or about the last day of (month and year
of payment).
AND/OR
Installment Distribution
[ ] In ___________________ annual installments equal to the
undistributed balance in my deferred account divided
by the number of remaining installments, beginning on
or about the last day of (month and year of first
payment).
PLEASE NOTE: THIS FORM MUST BE COMPLETED AND RECEIVED BY ▇▇▇▇ ▇. ▇▇▇ - HUMAN
RESOURCES - HOME OFFICE, DALLAS BY DECEMBER 29, 1995. If this form has not been
received by that date, your Awards will be paid to you on the earliest award
payment date.
This election form is intended as a brief summary of select provisions of the
Corporate Annual Performance Plan (the "Plan") and the Long-Term Performance
Plan (the "Plan"). Please refer to the Plans for more detailed information. Any
provisions of this election form may be amended, modified, or eliminated at any
time without the consent of the participant.
Please complete the enclosed form for elections regarding death, Disability or
Retirement, and beneficiary and return it with this election form.
In addition, please be aware that FICA and Medicare tax will be due on all
deferred amounts. This will normally be deducted from your bonus check. If you
defer 100% of your bonus, the tax will be due on notification of your bonus
award.
______________________ _____________________________________
Date Signature of Participant
THIS FORM MUST BE RECEIVED BY ▇▇▇▇ ▇▇▇ IN HUMAN RESOURCES IN
DALLAS BY DECEMBER 29, 1995.
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ADMINISTRATION OF AMOUNTS DEFERRED
--------------------------------------------------------------------------------
In the event that you elect to defer any part of your 1996 Award or have
elected to defer any part of any previous Award, Associates First Capital
Corporation (the "Company") shall establish and/or continue to maintain in your
name a deferred account.
Your deferred account shall be administered as follows:
i) any Award deferred shall be credited to your deferred account on the
award payment date;
ii) such deferred Award shall be credited with interest at the prime rate,
unless you are currently participating in the Plan and have opted
otherwise;
iii) Account Balances may be reallocated to the available investment
options on the quarterly dates designated by the Company; and
iv) your deferred account will be credited with earnings and losses as
experienced from the elected investment options on a quarterly basis
(on the last day of March, June, September and December).
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THE ASSOCIATES
CORPORATE ANNUAL PERFORMANCE PLAN
DISTRIBUTIONS OTHER THAN DURING EMPLOYMENT
AND BENEFICIARY DESIGNATION - 1996
________________________________________________________________________________
PARTICIPANT'S NAME: _________________________________________________
________________________________________________________________________________
I. DISTRIBUTION ELECTION IN THE EVENT OF DISABILITY OR RETIREMENT:
If my employment by the Company terminates due to my Disability or
Retirement, please pay my deferred account balance as follows after
the determination of my Disability or Retirement (check one):
[ ] Lump sum within thirty days.
[ ] Lump sum on or about January 31st of the next calendar year.
[ ] In _________________ annual installments (not more than 15)
equal to the undistributed balance in my deferred account
divided by the number of remaining annual installments
beginning on or about January 31st of the next calendar year.
This election supersedes my distribution elections during employment.
II. DISTRIBUTION ELECTION IN THE EVENT OF DEATH:
In the event of my death, please pay my deferred account balance as
follows to my beneficiary after the date of my death (check one):
[ ] Lump sum within thirty days.
[ ] Lump sum on or about January 31st of the next calendar year.
[ ] In _________________ annual installments (not more than 15)
equal to the undistributed balance in my deferred account
divided by the number of remaining annual installments
beginning on or about January 31st of the next calendar year.
This election supersedes my distribution elections during employment and
Disability or Retirement.
(over)
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III. DISTRIBUTION AFTER TERMINATION (OTHER THAN DEATH, DISABILITY OR
RETIREMENT):
If my employment by the Company terminates for any reason other than
death, Disability or Retirement, the Company will pay my remaining
deferred account balance in one lump sum within sixty days after (or
as soon as practicable thereafter) such termination of employment. The
Committee may, however, in its sole discretion, continue the period of
deferral and pay my account balance as elected under the distributions
during employment, death, Disability or Retirement.
I understand that the Company may, in its sole discretion, distribute
all or part of my deferred account at an earlier date in accordance
with the terms of the Plan.
IV. BENEFICIARY DESIGNATION:
In accordance with Section 9 of the Associates First Capital
Corporation Corporate Annual Performance Plan (the "Plan") and subject
to the terms and conditions of the Plan, I hereby designate the
following individuals) as my beneficiary(ies):
PRIMARY:
1. Name: Percentage %
____________________________________ _______
Relationship: SS#
____________________________ ________________
Address:
______________________________________________________
Street Address
______________________________________________________
City State Zip Code
PRIMARY:
2. Name: Percentage %
____________________________________ _______
Relationship: SS#
____________________________ ________________
Address:
______________________________________________________
Street Address
______________________________________________________
City State Zip Code
17
PRIMARY:
3. Name: Percentage %
____________________________________ _______
Relationship: SS#
____________________________ ________________
Address:
______________________________________________________
Street Address
______________________________________________________
City State Zip Code
PRIMARY:
4. Name: Percentage %
____________________________________ _______
Relationship: SS#
____________________________ ________________
Address:
______________________________________________________
Street Address
______________________________________________________
City State Zip Code
CONTINGENT: (receives distribution only if no primary beneficiary is
living)
1. Name: Percentage %
____________________________________ _______
Relationship: SS#
____________________________ ________________
Address:
______________________________________________________
Street Address
______________________________________________________
City State Zip Code
(over)
18
CONTINGENT: (receives distribution only if no primary beneficiary is
living)
2. Name: ____________________________________ Percentage _______ %
Relationship: ____________________________ SS# ________________
Address: ______________________________________________________
Street Address
_______________________________________________________________
City State Zip Code
I understand that in the event of my death prior to receipt of all amounts
payable to me pursuant to the Plan, any amounts not fully paid will be paid to
my above designated beneficiary(ies), or to my estate if I have not designated
a beneficiary, or all of my beneficiaries die prior to receiving full payment.
If more than one beneficiary is designated, settlement will be made in equal
shares to such of the designated beneficiaries (or beneficiary) as survive me,
unless a percentage is otherwise specified above. This Beneficiary Designation
revokes and supersedes any previous designation made by me.
I acknowledge that I have received a copy of the Plan and have read its
provisions and agree to be bound by the terms contained therein.
_________________________ ________________________________________
Date Signature of Participant
IF YOU HAVE DESIGNATED A PRIMARY BENEFICIARY OTHER THAN YOUR SPOUSE, YOU MUST
HAVE YOUR SPOUSE SIGN THE CONSENT BELOW.
SPOUSE CONSENT
I hereby consent to the above beneficiary designation.
________________________________________
Signature of Spouse
19
RESOLUTIONS ADOPTED BY WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
ASSOCIATES FIRST CAPITAL CORPORATION DATED OCTOBER 16, 1995
CREATION OF COMPENSATION COMMITTEE AND DESIGNATION OF MEMBERS
RESOLVED, that, effective February 1, 1995, a Compensation Committee
consisting of four (4) persons, one of whom shall be a director, be,
and it is, hereby established.
RESOLVED, that the following persons be, and they are, hereby
designated as members of the Compensation Committee of this
Corporation, to serve in such capacity until the further action of the
Board of Directors:
▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇ ▇. ▇▇▇▇▇
******************
AMEND CORPORATE ANNUAL PERFORMANCE PLAN COMMITTEE
AND THE LONG-TERM PERFORMANCE PLAN COMMITTEE
RESOLVED, that, effective February 1, 1995, the Corporate Annual
Performance Plan and the Long-Term Performance Plan be, and they are,
hereby amended so that the Plan Committee specified therein shall be
the Compensation Committee of the Board of Directors of this
Corporation.
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RESOLUTION ADOPTED BY WRITTEN CONSENT OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF
ASSOCIATES FIRST CAPITAL CORPORATION DATED OCTOBER 16, 1995
APPROVE AMENDMENTS TO EXCESS BENEFIT PLAN
RESOLVED, the Excess Benefit Plan Associates First Capital Corporation ("the
Company") is hereby amended to clarify the intent of the Company in contracting
with the participants to refrain from certain actions after termination of
employment so that Section 5.07 thereof shall read as follows:
"5.07 Obligations of Participant
Notwithstanding anything to the contrary in this Plan, no
benefit funded by the Company shall be vested and it shall be
a continuing requirement that the benefit hereunder be earned
by compliance with the following provisions.
(a) A Participant shall not at any time engage in a crime
involving dishonesty or fraud on the part of such
Participant in his relationship with the Company, and
if convicted of such a crime, all benefits that would
otherwise be payable to him or her under the Plan
shall be terminated.
(b) A Participant who has left employment with the
Company and its affiliates shall not do any act or
engage in any occupation or employment which is in
competition with or detrimental to the business of
the Company (as determined by the Committee in its
sole discretion). If a Participant does any such act
or so engage in competition or detrimental conduct,
such Participant shall be notified by the Company
that benefits, under this Plan, if not yet paid,
shall cease and be terminated unless such competitive
and/or detrimental conduct is discontinued within a
period of time that has been prescribed by the
Company. In such case, the benefit payable from this
Plan to a Participant shall be suspended (if in pay
status) during the prescribed period and, if the
competitive and/or detrimental conduct has not ceased
prior to the expiration of such period, the
Participant shall be deemed to have elected not to
receive a benefit and his benefit payments (if in pay
status) and all rights to receive a benefit in the
future shall be terminated on a permanent basis. The
Participant agrees to be bound by all the terms
hereof by accepting the benefits of this Plan.
The foregoing conditions are a fundamental consideration for
the promises of the Company in this Plan."
RESOLVED, that participants in the Corporate Annual Performance Plan, the Long
Term Performance Plan, the Executive Deferred Salary Plan and the Phantom Stock
Appreciation Plan Deferral Agreement shall be entitled to a conversion election
with respect to their deferred accounts four times per year on the last day of
each March, June, September and December and that for 1995 only the participant
shall be entitled to the election currently provided on September 1 and the
election on the new quarterly date of September 30. Thereafter the conversion
dates shall be quarterly.
FURTHER RESOLVED, that any one of the members of the Compensation Committee is
authorized to execute and deliver such amendments, agreements or other writings
as may be necessary to carry into effect the foregoing resolutions.