Exhibit 10(d)
DEFERRAL AGREEMENT
Deferral Agreement (this "Deferral Agreement") made this ___
day of ________, 199 by and between Republic New York
Corporation, a corporation organized under the laws of Maryland,
(the "Company"), with its principal office at 452 Fifth Avenue,
New York, New York 10018, and _________________________________
(the "Employee"), residing at ___________________________________
The Employee is presently an executive officer of the Company
and is active in the management of the affairs of the Company and
its subsidiaries. The Employee and the Company desire to make
provisions to permit the Employee to defer the payment of certain
compensation in connection with that employment on the terms
hereinafter provided.
In consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto hereby agree as follows:
Article I. Deferred Compensation
l. The Company agrees to defer the payment of certain
compensation earned by the Employee during each calendar year, and
such deferred compensation shall be paid to the Employee as
hereinafter provided. The amount of compensation to be deferred
in respect of any year shall be that portion or all of the
Employee's annual salary and/or cash bonus earned for such year as
the Employee elects to defer by written notice given to the
Company. Such written notice shall be given, with respect to
annual salary, prior to the first day of the year to which such
salary relates and, with respect to a cash bonus, prior to the last
day of the year to which such cash bonus relates.
2. The Company shall create and credit to a special account
on its books (hereinafter referred to as an "Account") the amount
of deferred compensation specified in paragraph 1 of this Article
I. The Company shall keep separate Accounts for deferred
compensation in respect of particular years to the extent necessary
to account for differing elections and designations hereunder
regarding investments, benefit distributions and beneficiaries for
such years. If a portion or all of the Employee's annual salary
for a year is deferred under paragraph 1, one-twelfth of such
deferred amount shall be credited to the appropriate Account on
the last day of each month during such year. If a portion or all
of the Employee's bonus for a year is deferred under paragraph 1,
such deferred amount shall be credited to the appropriate Account
on the last day of the month in which the Employee would have
received the bonus in cash had he not elected the deferral under
paragraph 1.
3. The balance in each Account shall be deemed for purposes
of this Agreement to be invested and reinvested in such securities,
investments and instruments as are eligible for investments by a
bank holding company in accordance with section 4 of the Bank
Holding Company Act of 1956, as amended, and regulation Y of the
Board of Governors of the Federal Reserve System promulgated
thereunder as the Employee, in his sole discretion, shall direct
from time to time, not more frequently than monthly, by written
notice given to the Company at least five business days prior to
the first day of any month. With the consent of the Company, the
Employee may, by giving written notice to the Company, authorize
an investment manager to make the directions specified in the
preceding sentence. Any investment direction or change of
investment direction shall be deemed made on the first business
day of the month following the Company's receipt of the Employee's
or the investment manager's, as the case may be, written notice of
investment direction or on such other day mutually agreed to by
the Employee and the Company. Any such investment direction shall
remain in effect until affirmatively changed by a subsequent
investment direction given in the same manner, provided that the
proceeds of any investment which matures during any month shall be
deemed to be reinvested in a Republic National Bank of New York
money market account for the balance of the month or such other
money market account as the Company may determine and thereafter
until a new investment direction is made with respect to such
proceeds. Notwithstanding the foregoing, the balance in any
Account for any year may not be allocated to more than five
separate investments and no such deemed investment shall, in the
Company's reasonable judgment, impose upon the Company
administrative burdens or financial costs which are inappropriate
in view of all of the circumstances. If no applicable investment
direction is given on or before the date on which an amount is
credited to an Account, such amount shall be initially invested in
a Republic National Bank of New York money market account or such
other money market account as the Company may reasonably determine.
The Company, in its discretion and on such terms as it decides,
may waive, increase the maximum permitted frequency of or reduce
the period of any notice required under this paragraph, and waive
the limitation on the number of separate investments which the
Employee or investment manager may direct with respect to any
Account.
4. Notwithstanding the foregoing, the Company is not required
to actually make the investments pursuant to paragraph 3 of this
Article I. If the Company makes any of such investments (including
the transfer of funds to a selected investment manager for
discretionary investment and reinvestment in such investments by
such investment manager), title to and beneficial ownership of such
investments shall at all times remain with the Company, and the
Employee and his designated beneficiary or beneficiaries shall not
have any property interest whatsoever in such investments.
5. At the end of every month, each Account shall be increased
or decreased by (a) in the case of each investment actually made
by the Company with respect to such Account, the net amount of all
income, gain or loss earned or sustained, whether realized or
unrealized, with respect to such investment, and (b) in the case
of each deemed investment with respect to such Account, the net
amount of all income, gain or loss which would have been earned or
sustained, whether realized or unrealized, had the balance in the
Account in fact been invested and reinvested in such investment.
Each Account shall also be charged with all payments or other
distributions with respect to such Account and with all fees and
expenses (including brokerage fees) with respect to such Account,
in the case of investments actually made, at the rates actually
paid and, in the case of investments deemed to have been made, at
the rates which would have been paid had the investments actually
been made.
Article II. Benefit Distributions
l. Except as otherwise provided in paragraph 4 of this Article
II, the balance in each Account shall be paid to the Employee in
one of the two following methods at the election of the Employee:
(a) a lump-sum payment to be paid at such time as is designated by
the Employee or (b) annual installment payments over such period
of years as may be designated by the Employee. The Employee's
election and designation referred to in the previous sentence with
respect to an Account shall be made by a written notice to the
Company at the time of his deferral election for the year or years
to which the Account relates. The Employee may make different
elections and designations with respect to the deferred
compensation of each year, with any such different elections and
designations accounted for through the creation of separate
Accounts as contemplated by paragraph 2 of Article I.
2. All payments to be made pursuant to paragraph 1 of this
Article II with respect to each Account shall be made in cash, and
in furtherance thereof, all investments actually made with respect
to such Account shall be sold by the Company at such time or times
as the Company may determine to effect such payment; provided, that
(a) in the case of an installment payment, unless the Employee
provides the Company with written notice to the contrary at least
15 days prior to the date any such payment is due, the Company may
select the investments to be sold or deemed sold to provide the
cash necessary for such payment, and (b) to the extent investments
have actually been made by the Company with respect to such
Account, the Employee may elect, subject to the Company's approval,
to receive payment in kind in lieu of cash by providing written
notice of such election to the Company at least 15 days prior to
the date of such payment.
3. For purposes of determining the amount of a payment
referred to in paragraph 1 of this Article II with respect to an
Account, (a) the balance in such Account shall be adjusted by the
Company in the manner provided in paragraph 5 of Article I not more
than five trading days preceding such payment, (b) the amount of
such payment shall be reduced by the amount of any expenses
actually incurred or deemed to have been incurred in connection
with the sale or deemed sale of investments required to make such
payment ("selling expenses"), and (c) if the installment method is
elected with respect to any year, the amount of each installment
shall be equal to the balance in the appropriate Account as of the
date of payment (as adjusted pursuant to clause (a) of this
sentence), divided by the number of annual installments remaining,
including the installment then being paid, and then reduced by the
amount of any applicable selling expenses.
4. Notwithstanding any other provision in this Deferral
Agreement to the contrary, if the Company reasonably determines
that its deduction for federal income tax purposes with respect to
any payment (or portion thereof) to be made pursuant to paragraph
1 of this Article II may be disallowed pursuant to section 162(m)
of the Internal Revenue Code of 1986, as amended to date, the
Company may, by giving written notice to the Employee, defer such
payment (or portion thereof) until the Company's first taxable year
with respect to which the Company reasonably determines that the
deductibility of such payment (or portion thereof) would not be
disallowed by such section 162(m). Such notice shall briefly state
the basis for the Company's determination that the payment (or
portion thereof) may not be deductible. If, in the case of any
year for which the Company determines to defer any payment pursuant
to this paragraph 4, the Employee would otherwise have received
payments from more than one Account, the Company shall disclose
the same in such notice and shall grant the Employee the option to
select from the Account or Accounts from which payments will be so
deferred; provided, that, if the Company does not receive written
instruction from the Employee regarding the selection of Accounts
within 30 days after the Company gives such notice to the Employee,
the Company shall have the right, in its sole discretion to make
such selection.
Article III. Hardship
The Company may, in its sole discretion, distribute all or a
portion of the balances in the Accounts to the Employee upon a
demonstration by the Employee of an immediate and heavy financial
need. The amount of any distribution made pursuant to this Article
III shall be limited to the amount necessary to satisfy such
financial need.
Article IV. Death
In the event of the Employee's death prior to the payment of
all of the balances in the Accounts, unless the Employee otherwise
elects with the consent of the Company, the Company shall pay all
remaining balances in the Accounts at such time, not later than 60
days following the Employee's death, in one lump-sum to such
beneficiary or beneficiaries designated by the Employee in a
writing filed by the Employee with the Company, or in the absence
of such a beneficiary designation, to the Employee's estate.
Article V. Miscellaneous
l. Benefits provided in this Deferral Agreement will not be
subject to garnishment, attachment, or assignment, or any other
legal process by creditors of the Employee or any person or persons
designated as beneficiaries of this Deferral Agreement or any other
payee of the benefits provided herein, except as specifically
provided herein.
2. This Deferral Agreement creates no rights in the Employee
to continue in the employment of the Company for any length of
time, nor does it create any rights in the Employee or his
beneficiaries nor any obligations on the part of the Company, other
than those specifically provided herein.
3. This Deferral Agreement shall be binding upon and inure to
the benefit of the Company, its successors and assigns, and the
Employee, his heirs, executors, administrators and legal
representatives.
4. The waiver by any party of any term of this Deferral
Agreement on any occasion shall not be deemed to be a further or
continuing waiver of any such term.
5. Written notices which the Employee must provide to the
Company under this Deferral Agreement (including, but not limited
to, deferral elections, investment directions, benefit distribution
elections and beneficiary designations) shall be addressed to the
Company at: Republic New York Corporation, 452 Fifth Avenue, New
York, New York 10018, Attention: __________________.
6. This Deferral Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of New York
without giving effect to principles governing choice of law.
7. This Deferral Agreement may be terminated or amended only
by a writing signed by both of the parties hereto.
IN WITNESS WHEREOF, this Deferral Agreement has been duly
executed by the Company and by the Employee on the day and year
first above written.
Witness: REPUBLIC NEW YORK CORPORATION
_____________________ By: ________________________
Witness:
_____________________ ____________________________