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EXHIBIT 10.22
REINSURANCE GROUP OF AMERICA, INCORPORATED
FLEXIBLE STOCK PLAN
As Amended and Restated Effective January 1, 1996
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REINSURANCE GROUP OF AMERICA, INCORPORATED
FLEXIBLE STOCK PLAN
TABLE OF CONTENTS
Page
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ARTICLE I - NAME AND PURPOSE
1.1 Name 1
1.2 Purpose 1
ARTICLE II - DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
2.1 General Definitions 1
(a) Affiliate 1
(b) Agreement 1
(c) Benefit 1
(d) Board 1
(e) Cash Award 1
(f) Change of Control 1
(g) Code 1
(h) Company 1
(i) Committee 1
(j) Common Stock 2
(k) Effective Date 2
(l) Employee 2
(m) Employer 2
(n) Exchange Act 2
(o) Fair Market Value 2
(p) Fiscal Year 2
(q) ISO 2
(r) NQSO 2
(s) Option 2
(t) Other Stock Based Award 2
(u) Parent 2
(v) Participant 2
(w) Performance Share 2
(x) Plan 2
(y) Restricted Stock 3
(z) Rule 16b-3 3
(aa) SEC 3
(bb) Share 3
(cc) SAR 3
(dd) Subsidiary 3
2.2 Other Definitions 3
2.3 Conflicts in Plan 3
ARTICLE III - COMMON STOCK
3.1 Number of Shares 3
3.2 Reusage 3
3.3 Adjustments 3
ARTICLE IV - ELIGIBILITY
4.1 Determined By Committee 4
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ARTICLE V - ADMINISTRATION
5.1 Committee 4
5.2 Authority 4
5.3 Delegation 5
5.4 Adjudication of Claims 5
ARTICLE VI - AMENDMENT
6.1 Power of Board 5
6.2 Limitation 5
ARTICLE VII - TERM AND TERMINATION
7.1 Term 6
7.2 Termination 6
ARTICLE VIII - MODIFICATION OR TERMINATION OF BENEFITS
8.1 General 6
8.2 Committee's Right 6
ARTICLE IX - CHANGE OF CONTROL
9.1 Right of Committee 6
ARTICLE X - AGREEMENTS AND CERTAIN BENEFITS
10.1 Grant Evidenced by Agreement 7
10.2 Provisions of Agreement 7
10.3 Certain Benefits 7
ARTICLE XI - REPLACEMENT AND TANDEM AWARDS
11.1 Replacement 7
11.2 Tandem Awards 7
ARTICLE XII - PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
12.1 Payment 7
12.2 Dividend Equivalents 8
12.3 Deferral 8
12.4 Withholding 8
ARTICLE XIII - OPTIONS
13.1 Types of Options 8
13.2 Shares for ISOs 8
13.3 Grant of ISOs and Option Price 8
13.4 Other Requirements for ISOs 8
13.5 NQSOs 8
13.6 Determination by Committee 8
13.7 Limitation Shares Covered by Options 8
ARTICLE XIV - SARS
14.1 Grant and Payment 9
14.2 Grant of Tandem Award 9
14.3 ISO Tandem Award 9
14.4 Payment of Award 9
14.5 Limitation on SARs. 9
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ARTICLE XV - RESTRICTED STOCK
15.1 Description 9
15.2 Cost of Restricted Stock 9
15.3 Non-Transferability 9
ARTICLE XVI - PERFORMANCE SHARES
16.1 Description 10
16.2 Grant 10
ARTICLE XVII - CASH AWARDS
17.1 Grant 10
17.2 Rule 16b-3 10
17.3 Restrictions 10
ARTICLE XVIII - OTHER STOCK BASED AWARDS AND OTHER BENEFITS
18.1 Other Stock Based Awards 10
18.2 Other Benefits 10
ARTICLE XIX - MISCELLANEOUS PROVISIONS
19.1 Underscored References 11
19.2 Number and Gender 11
19.3 Governing Law 11
19.4 Purchase for Investment 11
19.5 No Employment Contract 11
19.6 No Effect on Other Benefits 11
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Reinsurance Group of America, Incorporated
FLEXIBLE STOCK PLAN
ARTICLE I
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NAME AND PURPOSE
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1.1 Name. The name of this Plan is the "Reinsurance Group of
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America, Incorporated Flexible Stock Plan."
1.2 Purpose. The Company has established this Plan to
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attract, retain, motivate and reward Employees and other individuals, to
encourage ownership of the Company's Common Stock by Employees and other
individuals, and to promote and further the best interests of the Company by
granting cash and other awards.
ARTICLE II
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DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
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2.1 General Definitions. The following words and phrases,
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when used in the Plan, unless otherwise specifically defined or unless the
context clearly otherwise requires, shall have the following respective
meanings:
(a) Affiliate. A Parent or Subsidiary of the Company.
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(b) Agreement. The document which evidences the grant of any
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Benefit under the Plan and which sets forth the Benefit and the terms,
conditions and provisions of, and restrictions relating to, such Benefit.
(c) Benefit. Any benefit granted to a Participant under the
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Plan.
(d) Board. The Board of Directors of the Company.
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(e) Cash Award. A Benefit payable in the form of cash.
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(f) Change of Control. The acquisition, without the approval
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of the Board, by any person or entity, other than the Company or a Related
Entity, of more than 20% of the outstanding Shares through a tender offer,
exchange offer or otherwise; the liquidation or dissolution of the Company
following a sale or other disposition of all or substantially all of its
assets; a merger or consolidation involving the Company which results in the
Company not being the surviving parent corporation; or any time during any
two-year period in which individuals who constituted the Board at the start
of such period (or whose election was approved by at least two-thirds of the
then members of the Board who were members at the start of the two-year
period) do not constitute at least 50% of the Board for any reason. A
Related Entity is the Parent, a Subsidiary or any employee benefit plan
(including a trust forming a part of such a plan) maintained by the Parent,
the Company or a Subsidiary.
(g) Code. The Internal Revenue Code of 1986, as amended. Any
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reference to the Code includes the regulations promulgated pursuant to the
Code.
(h) Company. Reinsurance Group of America, Incorporated.
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(i) Committee. The Committee described in Section 5.1.
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(j) Common Stock. The Company's common stock which presently
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has a par value of $.01 per Share.
(k) Effective Date. The date that the Plan is approved by the
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shareholders of the Company which must occur within one year before or after
approval by the Board. Any grants of Benefits prior to the approval by the
shareholders of the Company shall be void if such approval is not obtained.
(l) Employee. Any person employed by the Employer.
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(m) Employer. The Company and all Affiliates.
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(n) Exchange Act. The Securities Exchange Act of 1934, as
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amended.
(o) Fair Market Value. The closing price of Shares on the New
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York Stock Exchange on a given date, or, in the absence of sales on a given
date, the closing price on the New York Stock Exchange on the last day on
which a sale occurred prior to such date.
(p) Fiscal Year. The taxable year of the Company which is the
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calendar year.
(q) ISO. An Incentive Stock Option as defined in Section 422
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of the Code.
(r) NQSO. A Non-Qualified Stock Option, which is an Option
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that does not qualify as an ISO.
(s) Option. An option to purchase Shares granted under the
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Plan.
(t) Other Stock Based Award. An award under ARTICLE XVIII
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that is valued in whole or in part by reference to, or is otherwise based
on, Common Stock.
(u) Parent. Any corporation (other than the Company or a
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Subsidiary) in an unbroken chain of corporations ending with the Company,
if, at the time of the grant of an Option or other Benefit, each of the
corporations (other than the Company or a Subsidiary) owns stock possessing
50% or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain. The Company's present Parent
is General American Life Insurance Company.
(v) Participant. An individual who is granted a Benefit under
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the Plan. Benefits may be granted only to Employees, employees and owners
of entities which are not Affiliates but which have a direct or indirect
ownership interest in an Employer or in which an Employer has a direct or
indirect ownership interest, individuals who, and employees and owners of
entities which, are customers and suppliers of an Employer, individuals who,
and employees and owners of entities which, render services to an Employer,
and individuals who, and employees and owners of entities, which have
ownership or business affiliations with any individual or entity previously
described.
(w) Performance Share. A Share awarded to a Participant under
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ARTICLE XVI of the Plan.
(x) Plan. The Reinsurance Group of America, Incorporated
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Flexible Stock Plan and all amendments and supplements to it.
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(y) Restricted Stock. Shares issued under ARTICLE XV of the
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Plan.
(z) Rule 16b-3. Rule 16b-3 promulgated by the SEC, as
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amended, or any successor rule in effect from time to time.
(aa) SEC. The Securities and Exchange Commission.
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(bb) Share. A share of Common Stock.
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(cc) SAR. A Stock Appreciation Right, which is the right to
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receive an amount equal to the appreciation, if any, in the Fair Market
Value of a Share from the date of the grant of the right to the date of its
payment.
(dd) Subsidiary. Any corporation, other than the Company, in
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an unbroken chain of corporations beginning with the Company if, at the time
of grant of an Option or other Benefit, each of the corporations, other than
the last corporation in the unbroken chain, owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.
2.2 Other Definitions. In addition to the above definitions,
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certain words and phrases used in the Plan and any Agreement may be defined
in other portions of the Plan or in such Agreement.
2.3 Conflicts in Plan. In the case of any conflict in the
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terms of the Plan relating to a Benefit, the provisions in the ARTICLE of
the Plan which specifically grants such Benefit shall control those in a
different ARTICLE.
ARTICLE III
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COMMON STOCK
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3.1 Number of Shares. The number of Shares which may be
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issued or sold or for which Options, SARs or Performance Shares may be
granted under the Plan shall initially be 825,000 Shares. Such number of
Shares shall increase annually, effective as of the first day of each Fiscal
Year, commencing with the Fiscal Year beginning in 1994, by the number of
Shares equal to 5% of the number of Shares allocated to this Plan as of the
first day of such Fiscal Year. Such Shares may be authorized but unissued
Shares, Shares held in the treasury, or both.
3.2 Reusage. If an Option or SAR expires or is terminated,
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surrendered, or cancelled without having been fully exercised, if Restricted
Shares or Performance Shares are forfeited, or if any other grant results
in any Shares not being issued, the Shares covered by such Option or SAR,
grant of Restricted Shares, Performance Shares or other grant, as the case
may be, shall again be available for use under the Plan.
3.3 Adjustments. If there is any change in the Common Stock
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of the Company by reason of any stock dividend, spin-off, split-up,
spin-out, recapitalization, merger, consolidation, reorganization,
combination or exchange of shares, the number of SARs and number and class
of shares available for Options and grants of Restricted Stock, Performance
Shares and Other Stock Based Awards and the number of Shares subject to
outstanding Options, SARs, grants of Restricted Stock and Performance
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Shares which are not vested, and Other Stock Based Awards, and the price
thereof, as applicable, shall be appropriately adjusted by the Committee.
ARTICLE IV
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ELIGIBILITY
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4.1 Determined By Committee. The Participants and the
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Benefits they receive under the Plan shall be determined solely by the
Committee. In making its determinations, the Committee shall consider past,
present and expected future contributions of Participants and potential
Participants to the Employer, including, without limitation, the performance
of, or the refraining from the performance of, services.
ARTICLE V
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ADMINISTRATION
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5.1 Committee. The Plan shall be administered by the
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Committee. The Committee shall consist of three or more members of the
Board who are "disinterested persons" as defined in Rule 16b-3 and who are
"outside directors" as defined in Code Section 162(m)(4)(C)(i). The members
of the Committee shall be appointed by and shall serve at the pleasure of
the Board, which may from time to time appoint members in substitution for
members previously appointed and fill vacancies, however caused, in the
Committee. The Committee may select one of its members as its Chairman and
shall hold its meetings at such times and places as it may determine. A
majority of its members shall constitute a quorum. All determinations of
the Committee shall be made by a majority of its members. Any decision or
determination reduced to writing and signed by a majority of the members
shall be fully as effective as if it had been made by a majority vote at a
meeting duly called and held.
5.2 Authority. Subject to the terms of the Plan, the
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Committee shall have discretionary authority to:
(a) determine the individuals to whom Benefits are granted,
the type and amounts of Benefits to be granted and the time of all such
grants;
(b) determine the terms, conditions and provisions of, and
restrictions relating to, each Benefit granted;
(c) interpret and construe the Plan and all Agreements;
(d) prescribe, amend and rescind rules and regulations
relating to the Plan;
(e) determine the content and form of all Agreements;
(f) determine all questions relating to Benefits under the
Plan;
(g) maintain accounts, records and ledgers relating to
Benefits;
(h) maintain records concerning its decisions and proceedings;
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(i) employ agents, attorneys, accountants or other persons for
such purposes as the Committee considers necessary or desirable;
(j) take, at anytime, any action permitted by Section 9.1
irrespective of whether any Change of Control has occurred or is imminent;
and
(k) do and perform all acts which it may deem necessary or
appropriate for the administration of the Plan and carry out the purposes of
the Plan.
5.3 Delegation. Except as required by Rule 16b-3 with respect
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to grants of Options, Stock Appreciation Awards, Performance Shares, Other
Stock Based Awards, or other Benefits to individuals who are subject to
Section 16 of the Exchange Act or as otherwise required for compliance with
Rule 16b-3 or other applicable law, the Committee may delegate all or any
part of its authority under the Plan to any Employee, Employees or
committee.
5.4 Adjudication of Claims. The Committee shall have full and
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complete discretionary authority to make all determinations as to the right
to Benefits under the Plan. In the event that a Participant believes he has
not received the Benefits to which he is entitled under the Plan, a claim
shall be made in writing to the Committee. The claim shall be reviewed by
the Committee. If the claim is approved or denied, in full or in part, the
Committee shall provide a written notice of approval or denial within 90
days with, in the case of a denial, the specific reasons for the denial and
specific reference to the provisions of the Plan and/or Agreement upon which
the denial is based. A claim shall be deemed denied if the Committee does
not take any action within the aforesaid 90 day period. If a claim is
denied or deemed denied and a review is desired, the Participant shall
notify the Committee in writing within 60 days of the receipt of notice of
denial or the date on which the claim is deemed to be denied, as the case
may be. In requesting a review, the Participant may review the Plan or any
document relating to it and submit any written issues and comments he may
deem appropriate. The Committee shall then review the claim and provide a
written decision within 60 days. This decision, if adverse to the
Participant, shall state the specific reasons for the decision and shall
include reference to specific provisions of the Plan and/or Agreement on
which the decision is based. The Committee's decision on review shall be
final and binding.
ARTICLE VI
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AMENDMENT
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6.1 Power of Board. Except as hereinafter provided, the Board
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shall have the sole right and power to amend the Plan at any time and from
time to time.
6.2 Limitation. The Board may not amend the Plan, without
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approval of the shareholders of the Company:
(a) in a manner which would cause Options which are intended
to qualify as ISOs to fail to qualify;
(b) in a manner which would cause the Plan to fail to meet the
requirements of Rule 16b-3; or
(c) in a manner which would violate applicable law.
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ARTICLE VII
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TERM AND TERMINATION
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7.1 Term. The Plan shall commence as of the Effective Date
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and, subject to the terms of the Plan, including those requiring approval by
the shareholders of the Company and those limiting the period over which
ISOs or any other Benefits may be granted, shall continue in full force and
effect until terminated.
7.2 Termination. The Plan may be terminated at any time by
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the Board.
ARTICLE VIII
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MODIFICATION OR TERMINATION OF BENEFITS
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8.1 General. Subject to the provisions of Section 8.2, the
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amendment or termination of the Plan shall not adversely affect a
Participant's right to any Benefit granted prior to such amendment or
termination.
8.2 Committee's Right. Any Benefit granted may be converted,
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modified, forfeited or cancelled, in whole or in part, by the Committee if
and to the extent permitted in the Plan or applicable Agreement or with the
consent of the Participant to whom such Benefit was granted.
ARTICLE IX
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CHANGE OF CONTROL
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9.1 Right of Committee. In order to maintain a Participant's
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rights in the event of a Change in Control, the Committee, in its sole
discretion, may, in any Agreement evidencing a Benefit, or at any time prior
to, or simultaneously with or after a Change in Control, provide such
protection as it may deem necessary. Without, in any way, limiting the
generality of the foregoing sentence or requiring any specific protection,
the Committee may:
(a) provide for the acceleration of any time periods relating
to the exercise or realization of such Benefit so that such Benefit may be
exercised or realized in full on or before a date fixed by the Committee;
(b) provide for the purchase of such Benefit, upon the
Participant's request, for an amount of cash equal to the amount which could
have been attained upon the exercise or realization of such Benefit had such
Benefit been currently exercisable or payable;
(c) make such adjustment to the Benefits then outstanding as
the Committee deems appropriate to reflect such transaction or change;
and/or
(d) cause the Benefits then outstanding to be assumed, or new
Benefits substituted therefor, by the surviving corporation in such change.
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ARTICLE X
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AGREEMENTS AND CERTAIN BENEFITS
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10.1 Grant Evidenced by Agreement. The grant of any Benefit
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under the Plan may be evidenced by an Agreement which shall describe the
specific Benefit granted and the terms and conditions of the Benefit. The
granting of any Benefit shall be subject to, and conditioned upon, the
recipient's execution of any Agreement required by the Committee. Except as
otherwise provided in an Agreement, all capitalized terms used in the
Agreement shall have the same meaning as in the Plan, and the Agreement
shall be subject to all of the terms of the Plan.
10.2 Provisions of Agreement. Each Agreement shall contain
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such provisions that the Committee shall determine to be necessary,
desirable and appropriate for the Benefit granted which may include, but not
be limited to, the following with respect to any Benefit: description of
the type of Benefit; the Benefit's duration; its transferability; if an
Option, the exercise price, the exercise period and the person or persons
who may exercise the Option; the effect upon such Benefit of the
Participant's death or termination of employment; the Benefit's conditions;
when, if, and how any Benefit may be forfeited, converted into another
Benefit, modified, exchanged for another Benefit, or replaced; and the
restrictions on any Shares purchased or granted under the Plan.
10.3 Certain Benefits. Any Benefit granted to an individual
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who is subject to Section 16 of the Exchange Act shall be not transferable
other than by will or the laws of descent and distribution and shall be
exercisable during his lifetime only by him, his guardian or his legal
representative.
ARTICLE XI
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REPLACEMENT AND TANDEM AWARDS
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11.1 Replacement. The Committee may permit a Participant to
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elect to surrender a Benefit in exchange for a new Benefit.
11.2 Tandem Awards. Awards may be granted by the Committee in
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tandem. However, no Benefit may be granted in tandem with an ISO except
SARs.
ARTICLE XII
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PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING
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12.1 Payment. Upon the exercise of an Option or in the case of
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any other Benefit that requires a payment to the Company, the amount due the
Company is to be paid:
(a) in cash;
(b) by the tender to the Company of Shares owned by the
optionee and registered in his name having a Fair Market Value equal to the
amount due to the Company;
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(c) in other property, rights and credits, including the
Participant's promissory note; or
(d) by any combination of the payment methods specified in
(a), (b) and (c) above.
Notwithstanding, the foregoing, any method of payment other than (a) may be
used only with the consent of the Committee or if and to the extent so
provided in an Agreement. The proceeds of the sale of Common Stock
purchased pursuant to an Option and any payment to the Company for other
Benefits shall be added to the general funds of the Company or to the Shares
held in treasury, as the case may be, and used for the corporate purposes of
the Company as the Board shall determine.
12.2 Dividend Equivalents. Grants of Benefits in Shares or
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Share equivalents may include dividend equivalent payments or dividend
credit rights.
12.3 Deferral. The right to receive any Benefit under the Plan
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may, at the request of the Participant, be deferred for such period and upon
such terms as the Committee shall determine, which may include crediting of
interest on deferrals of cash and crediting of dividends on deferrals
denominated in Shares.
12.4 Withholding. The Company, at the time any distribution is
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made under the Plan, whether in cash or in Shares, may withhold from such
distribution any amount necessary to satisfy federal, state and local income
tax withholding requirements with respect to such distribution. Such
withholding may be in cash or in Shares.
ARTICLE XIII
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OPTIONS
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13.1 Types of Options. It is intended that both ISOs and NQSOs
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may be granted by the Committee under the Plan.
13.2 Shares for ISOs. The number of Shares for which ISOs may
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be granted on or after the Effective Date shall not exceed 150,000 Shares.
13.3 Grant of ISOs and Option Price. Each ISO must be granted
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to an Employee and granted within ten years from the Effective Date. The
purchase price for Shares under any ISO shall be no less than the Fair
Market Value of the Shares at the time the Option is granted.
13.4 Other Requirements for ISOs. The terms of each Option
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which is intended to qualify as an ISO shall meet all requirements of
Section 422 of the Code.
13.5 NQSOs. The terms of each NQSO shall provide that such
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Option will not be treated as an ISO. The purchase price for Shares under
any NQSO shall be the Fair Market Value of the Shares at the time the Option
is granted.
13.6 Determination by Committee. Except as otherwise provided
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in Section 13.2 through Section 13.5, the terms of all Options shall be
determined by the Committee.
13.7 Limitation Shares Covered by Options. The maximum number
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of Shares with respect to which such Options may be granted to any
Participant in any 1
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year period shall not exceed 200,000 shares. For puposes of the preceding
sentence, the Shares covered by an Option that is cancelled shall count
against the the maximum number of Shares, and, if the exercise price under
an Option is reduced, the transaction shall be treated as a cancellation of
the Option and a grant of a new Option.
ARTICLE XIV
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SARS
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14.1 Grant and Payment. The Committee may grant SARs. Upon
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electing to receive payment of a SAR, a Participant shall receive payment in
cash, in Common Stock, or in any combination of cash and Common Stock, as
the Committee shall determine.
14.2 Grant of Tandem Award. The Committee may grant SARs in
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tandem with an Option, in which case: the exercise of the Option shall
cause a correlative reduction in SARs standing to a Participant's credit
which were granted in tandem with the Option; and the payment of SARs shall
cause a correlative reduction of the Shares under such Option.
14.3 ISO Tandem Award. When SARs are granted in tandem with an
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ISO, the SARs shall have such terms and conditions as shall be required for
the ISO to qualify as an ISO.
14.4 Payment of Award. SARs shall be paid, to the extent
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payment is elected by the Participant (and is otherwise due and payable), as
soon as practicable after the date on which such election is made.
14.5 Limitation on SARs. The maximum number of SARs which may
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be granted to any Participant in any 1 year period shall not exceed 15,000
SARs. For puposes of the preceding sentence, any SARs that are cancelled
shall count against the the maximum number of SARs, and, if the Fair Market
Value of a Share on which the appreciation under a SAR will be calculated is
reduced, the transaction shall be treated as a cancellation of the SAR and a
grant of a new SAR.
ARTICLE XV
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RESTRICTED STOCK
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15.1 Description. The Committee may grant Benefits in Shares
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available under ARTICLE III of the Plan as Restricted Stock. Shares of
Restricted Stock shall be issued and delivered at the time of the grant but
shall be subject to forfeiture until provided otherwise in the applicable
Agreement or the Plan. Each certificate representing Shares of Restricted
Stock shall bear a legend referring to the Plan and the risk of forfeiture
of the Shares and stating that such Shares are nontransferable until all
restrictions have been satisfied and the legend has been removed. The
grantee shall be entitled to full voting and dividend rights with respect to
all shares of Restricted Stock from the date of grant.
15.2 Cost of Restricted Stock. Grants of Shares of Restricted
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Stock shall be made at a per Share cost to the Participant equal to par
value.
15.3 Non-Transferability. Shares of Restricted Stock shall not
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be transferable until after the removal of the legend with respect to such
Shares.
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ARTICLE XVI
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PERFORMANCE SHARES
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16.1 Description. Performance Shares are the right of an
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individual to whom a grant of such Shares is made to receive Shares or cash
equal to the Fair Market Value of such Shares at a future date in accordance
with the terms of such grant. Generally, such right shall be based upon the
attainment of targeted profit and/or performance objectives.
16.2 Grant. The Committee may grant an award of Performance
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Shares. The number of Performance Shares and the terms and conditions of
the grant shall be set forth in the applicable Agreement.
ARTICLE XVII
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CASH AWARDS
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17.1 Grant. The Committee may grant Cash Awards at such times
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and (subject to Section 17.2) in such amounts as it deems appropriate.
17.2 Rule 16b-3. The Amount of any Cash Award in any Fiscal
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Year to any Participant who is subject to Section 16 of the Exchange Act
shall not exceed the greater of $100,000 or 50% of his cash compensation
(excluding any Cash Award under this ARTICLE XVII) for such Fiscal Year.
17.3 Restrictions. Cash Awards may be subject or not subject
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to conditions (such as an investment requirement), restricted or
nonrestricted, vested or subject to forfeiture and may be payable currently
or in the future or both.
ARTICLE XVIII
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OTHER STOCK BASED AWARDS AND OTHER BENEFITS
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18.1 Other Stock Based Awards. The Committee shall have the
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right to grant Other Stock Based Awards which may include, without
limitation, the grant of Shares based on certain conditions, the payment of
cash based on the performance of the Common Stock, and the grant of
securities convertible into Shares.
18.2 Other Benefits. The Committee shall have the right to
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provide types of Benefits under the Plan in addition to those specifically
listed, if the Committee believes that such Benefits would further the
purposes for which the Plan was established.
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ARTICLE XIX
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MISCELLANEOUS PROVISIONS
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19.1 Underscored References. The underscored references
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contained in the Plan are included only for convenience, and they shall not
be construed as a part of the Plan or in any respect affecting or modifying
its provisions.
19.2 Number and Gender. The masculine and neuter, wherever
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used in the Plan, shall refer to either the masculine, neuter or feminine;
and, unless the context otherwise requires, the singular shall include the
plural and the plural the singular.
19.3 Governing Law. This Plan shall be construed and
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administered in accordance with the laws of the State of Missouri.
19.4 Purchase for Investment. The Committee may require each
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person purchasing Shares pursuant to an Option or other award under the Plan
to represent to and agree with the Company in writing that such person is
acquiring the Shares for investment and without a view to distribution or
resale. The certificates for such Shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer. All
certificates for Shares delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Committee may deem
advisable under all applicable laws, rules and regulations, and the
Committee may cause a legend or legends to be put on any such certificates
to make appropriate references to such restrictions.
19.5 No Employment Contract. The adoption of the Plan shall
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not confer upon any Employee any right to continued employment nor shall it
interfere in any way with the right of the Employer to terminate the
employment of any of its Employees at any time.
19.6 No Effect on Other Benefits. The receipt of Benefits
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under the Plan shall have no effect on any benefits to which a Participant
may be entitled from the Employer, under another plan or otherwise, or
preclude a Participant from receiving any such benefits.
REINSURANCE GROUP OF AMERICA, INCORPORATED
By: /s/ A. Greig Woodring
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President
Attest: /s/ Matthew P. McCauley
-----------------------------
Secretary
RGASTDO3
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