Exhibit 10.02.5
AMENDMENT NO. 11 TO THE
PRIMERICA CORPORATION STOCK OPTION PLAN
I. Section 3(b) of the Option Plan shall be deleted and
restated in its entirety as follows:
(1) Subject to the provisions of the Plan, the
Committee (or, if necessary for tax pur-
poses, a subcommittee thereof) shall have
exclusive power to select the officers and
other key employees of the Company and its
subsidiaries participating in the Plan to
be granted Options under the Plan, but no
Option shall be granted to any member of
the Committee.
(2) Subject to Section 3(c) of the Plan, and
subject to adjustments of share amounts
allocated hereunder pursuant to Section
7(a) of the Plan,
(a) during the period from March 30, 1993
to December 31, 1993, inclusive (the
"First Allocation Period"), the
Committee shall not grant options
(including reload options) covering
more than the number of shares of
Primerica Common Stock set forth
below (the "First Maximum Aggregate
Grant Amount") to each of the follow-
ing persons (the "Designated Execu-
tives"): Sanford I. Weill, 2,058,000;
Frank G. Zarb, 850,000; Robert I.
Lipp, 185,000; James Dimon, 451,000;
and Robert F. Greenhill, 1,333,333;
and
(b) during the period from January 1,
1994 through September 24, 1996,
inclusive (the "Second Allocation
Period"), the Committee shall not
grant options (including reload op-
tions) covering more than
10,000,000 shares of Primerica Common
Stock (the "Allocation Limit") to the
group consisting of all executive
officers of the Company named from
time to time in the summary compensa-
tion table set forth in the Company's
proxy statement released to stock-
holders in connection with any annual
meeting during the Second Allocation
Period (such group being designated
herein as the "SCT Executives"). To
the extent that each of the following
persons shall fall within the defini-
tion of SCT Executives, the Committee
shall not grant options and reload
options during the Second Allocation
Period covering a number of shares of
Primerica Common Stock in excess of
the following amounts (each a "Second
Maximum Aggregate Grant Amount"):
Sanford I. Weill, 4,300,000; Frank G.
Zarb, 520,000; Robert I. Lipp,
350,000; James Dimon, 650,000; and
Robert F. Greenhill, 1,333,000. Any
person who qualifies as an SCT Execu-
tive who is not a Designated Execu-
tive will have his or her Second
Maximum Aggregate Grant Amount deter-
mined by the Committee, if necessary,
and, if necessary, such Amount shall
be subject to the overall Allocation
Limit and in no event will any SCT
Executive (other than the Designated
Executives) be allocated a Second
Maximum Aggregate Grant Amount great-
er than 1,000,000 shares.
II. A new Section 3(c) shall be added, to read in its
entirety as follows:
If, as a result of subsequent regulations
or other interpretive guidance, the Com-
mittee determines that (i) the inclusion
of the Allocation Limit and/or the First
and/or Second Maximum Aggregate Grant
Amounts (as defined herein) is not re-
quired in order for Option grants to Des-
ignated or SCT Executives to qualify as
performance-based compensation under the
provisions of Section 162(m) of the Code,
or (ii) Option grants to Designated or SCT
Executives can qualify as performance-
based compensation even if the Allocation
Limit and/or the First and/or Second Maxi-
mum Aggregate Grant Amounts were made less
restrictive, the Committee will be enti-
tled to amend the Plan accordingly (in-
cluding amendments to adjust or eliminate
altogether the Allocation Limit and/or
First and/or Second Maximum Aggregate
Grant Amounts).
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III. Amendment No. 11 to the Option Plan is subject to
receipt of stockholder approval, and shall take
effect as follows: the provisions of Sec-
tions 3(b)(2) and 3(c) (as amended hereby) shall
take effect immediately upon receipt of the approval
of stockholders (in accordance with the requirements
of applicable law and Primerica's bylaws) provided,
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however, that if the restrictions established by
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Section (3)(b)(2) shall not have the effect of
preserving the tax deductibility of grants under the
Plan to the persons designated in such Section, the
Committee shall be entitled to modify such Sec-
tion 3(b)(2) to meet the requirements of the tax
laws or to determine that such Section 3(b)(2) shall
be null and void and of no effect whatsoever, not-
withstanding the receipt of stockholder approval
thereof.
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