EXHIBIT 10.19
AMENDMENT NO. 1 TO THE TRANSAMERICA CORPORATION
DEFERRED COMPENSATION PLAN
TRANSAMERICA CORPORATION, having adopted the January 1, 1995
restatement of the Transamerica Corporation Deferred Compensation Plan (the
"Plan"), hereby amends the Plan as follows:
1. Effective as of December 1, 1995, Section 1.4 is amended in
its entirety to read as follows:
1.4 "Change of Control" means the occurrence of any of the
following:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 20%
or more of either (1) the then-outstanding shares of common stock of
Transamerica (the "Outstanding Company Common Stock") or (2) the combined
voting power of the then-outstanding voting securities of Transamerica
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that for purposes of this
paragraph (a) the following acquisitions shall not constitute, or be
deemed to cause, a Change of Control: (i) any increase in such
percentage ownership of a Person to 20% or more resulting solely from any
acquisition of shares directly from Transamerica or any acquisition of
shares by Transamerica, provided, however, that any subsequent
acquisitions of shares by such Person that would add, in the aggregate,
2% or more (measured as of the date of each such subsequent acquisition)
to such Person's beneficial ownership of Outstanding Company Common Stock
or Outstanding Company Voting Securities shall be deemed to constitute a
Change of Control, (ii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by Transamerica or any
corporation controlled by Transamerica or (iii) any acquisition by any
corporation pursuant to a transaction which complies with clauses (1),
(2) and (3) of paragraph (c) below; or
(b) Individuals who, as of June 15, 1995, constitute the Board of
Directors (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board of Directors; provided, however, that any
individual becoming a director subsequent to June 15, 1995 whose
election, or nomination for election by Transamerica's stockholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened
solicitation of proxies or consents, by or on behalf of a Person other
than the Board of Directors; or
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(c) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of
Transamerica (a "Business Combination"), in each case, unless, following
such Business Combination, (1) all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
of the then Outstanding Company Common Stock and Outstanding Company
Voting Securities, immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of,
respectively, the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction
owns Transamerica or all or substantially all of Transamerica's assets
either directly or through one or more subsidiaries) in the same
proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (2) no Person (excluding
any corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of Transamerica or of such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then-outstanding shares of
common stock of the corporation resulting from such Business Combination
or the combined voting power of the then-outstanding voting securities
of such corporation except to the extent that such ownership existed
prior to the Business Combination and (3) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of the Board of
Directors, providing for such Business Combination; or
(d) Approval by the stockholders of Transamerica of a complete
liquidation or dissolution of Transamerica.
2. Effective as of December 31, 1995, Section 1.9 is amended in
its entirety to read as follows:
1.9 "Eligibility Amount" means the minimum annual rate of
base salary required to participate in the Plan. The Eligibility Amount
shall be determined annually by the Chief Executive Officer of
Transamerica. For 1996, the Eligibility Amount is $125,000.
3. Effective as of December 31, 1995, Section 1.10 is amended in
its entirety to read as follows:
1.10 "Eligible Employee" means, with respect to any Plan
Year, an employee of an Employer:
(a) whose annual base salary rate is greater than or equal
to the Eligibility Amount;
(b)(1) whose Employer is a Life Company, and (2) who is
classified by his or her Employer as a field manager with the title
of General Manager, Brokerage Director or Pension Office Manager;
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(c) who deferred Compensation under the Plan (or the
Transamerica Deferred Compensation Policy) during one or more of
the three Plan Years preceding the Plan Year; and/or
(d) whose annual base salary rate at the time of hire is
greater than or equal to the Eligibility Amount (in the case of a
newly-hired individual).
Whether an employee's annual base salary rate is at least equal to the
Eligibility Amount shall be determined pursuant to procedures adopted by
the Committee from time to time.
4. Effective as of December 31, 1995, the second sentence of
Section 3.1 is amended in its entirety to read as follows:
For each Plan Year, an Eligible Employee may elect to defer an amount
equal to any whole percentage or any specific dollar amount of his or
her Compensation, provided that the Participant's election shall result
in an expected deferral of (1) not less than $5,000 of his or her
Compensation, and (2) with respect to deferrals of base salary, not more
than 75% of his or her base salary for the Plan Year.
5. Effective as of December 31, 1995, Section 3.3 is amended in
its entirety to read as follows:
3.3 Deemed Interest on Accounts. Each Participant's Account
shall be credited with deemed interest as of the end of each calendar
month. The annual rate for crediting deemed interest shall equal the
Participant's "Deferral Interest Rate" for the Plan Year. The Deferral
Interest Rate shall be determined with reference to the term of deferral
elected by the Participant pursuant to Section 3.5, as follows:
3.3.1 Deferral Term of 8 Years or More. Subject to
Section 5, if a Participant elected a term of deferral of 8 years or
more, his or her Deferral Interest Rate for a given Plan Year (which
rate shall be adjusted each Plan Year) shall be the sum of (a) the
simple average of the annual rates paid by ten-year U.S. Treasury notes
during September, October and November of the immediately preceding Plan
Year, plus (b) 3.00%.
3.3.2 Deferral Term of 5 to 7 Years. Subject to
Section 5, if a Participant elected a term of deferral of at least 5
years but less than 8 years, his or her Deferral Interest Rate for a
given Plan Year (which rate shall be adjusted each Plan Year) shall be
the sum of (a) the simple average of the annual rates paid by ten-year
U.S. Treasury notes during September, October and November of the
immediately preceding Plan Year, plus (b) 2.00%.
3.3.3 Deferral Term of less than 5 Years. Subject to
Section 5, if a Participant elected a term of deferral of less than 5
years, his or her Deferral Interest Rate for a given Plan Year (which
rate shall be adjusted each Plan Year) shall be the simple average of
the annual rates paid by ten-year U.S. Treasury notes during September,
October and November of the immediately preceding Plan Year.
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3.3.4 Interest Crediting Rules. Deemed interest under
this Section 3.3 shall be calculated using a 360-day year and shall be
compounded on a monthly basis. The exact dollar amount to be credited as
deemed interest to any Participant's Account shall be determined by the
Committee under such formulae as it shall adopt from time to time.
6. Effective as of December 1, 1995, the first sentence of
Section 5.1 is amended in its entirety to read as follows:
Subject to Sections 5.2, 5.3, 5.4, and 5.10, distribution of the balance
credited to a Participant's Account shall commence as soon as
administratively practicable after the end of the term(s) of deferral
elected by the Participant under Section 3.5, in accordance with the
following rules.
7. Effective as of December 31, 1995, the third sentence of
Section 5.4 is amended in its entirety to read as follows:
Notwithstanding the preceding sentence, if (a) distribution of the
Participant's Account has not commenced prior to the date of such
termination, and (b) either (1) the Participant voluntarily terminated
employment or service, or (2) the Participant's employment was
terminated for "cause", deemed interest shall be recomputed and credited
prior to any such accelerated distribution at the rate provided in
Section 3.3.3 (whether or not the term of deferral was for less than 5
years).
8. Effective as of December 1, 1995, the last sentence of
Section 9.1 is amended in its entirety to read as follows:
Accordingly, as provided in Sections 9.2 and 9.3, Transamerica at any
time may amend or terminate the Plan, with or without cause.
9. Effective as of December 1, 1995, Section 9.2 is amended in
its entirety to read as follows:
9.2 Right to Amend or Terminate. The Committee reserves the
right to amend or terminate the Plan, or any part thereof, at any time
and for any reason, provided that no amendment or termination of the Plan
shall, without the consent of the Participant, (a) reduce the balance
then credited to the Participant's Account, or (b) reduce the formula for
crediting deemed interest on Compensation Deferrals which already have
been made by the Participant. Exercise of the Committee's authority to
terminate the Plan and cause the accelerated distribution of
Participants' Accounts shall not be deemed to be a violation of the
provisos in the preceding sentence or of any other provision of the
Plan.
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IN WITNESS WHEREOF, Transamerica Corporation, by its duly
authorized Chairman of its Management Development and Compensation Committee,
and by its duly authorized officer, has executed this Amendment No. 1
effective as of December 1, 1995.
TRANSAMERICA CORPORATION
By ____________________________
Peter V. Ueberroth,
Chairman,
Management Development and
Compensation Committee
And By ________________________
Title:
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