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EXHIBIT 10.24
REINSURANCE GROUP OF AMERICA
EXECUTIVE PERFORMANCE SHARE PLAN
As Amended and Restated Effective January 1, 1996
1. Purpose of the Plan
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The purpose of the Reinsurance Group of America Executive Performance
Share Plan (the "Plan") is to foster the growth of Reinsurance Group of
America, Incorporated ("RGA") by offering to certain officers and key
employees of RGA and its subsidiaries incentives which may appreciate over
time, in addition to their current compensation.
2. Administration of the Plan
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The Plan shall be administered by the Compensation Committee of the
Board of Directors of RGA (the "Committee"). No member of the Committee,
while serving as such, shall be eligible to participate in the Plan.
Subject to the provisions of the Plan, decisions and determinations by
the Committee shall be final and binding upon all parties, including
shareholders, employees, and Plan Participants. The Committee shall have
the authority to interpret the Plan, to establish and revise rules and
regulations relating to the Plan, and to make any other determinations it
deems necessary or advisable for the successful operation of the Plan.
Each member of the Committee must be a "disinterested person" as
defined in Rule 16(b)-3 promulgated by the Securities and Exchange Comission
and an "outside director" as defined in Section 162(m)(4)(C)(i) of the
Internal Revenue Code of 1986, as amended.
3. Participation
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If a subsidiary of RGA wishes to participate in the Plan, and the
Committee consents, the Board of Directors of the subsidiary shall adopt a
resolution authorizing participation by the subsidiary in the Plan and
obtain the consent of the Committee.
Individual Participants in the Plan shall be selected by the Committee
from among the officers of RGA and key executive employees of the
Participating RGA Subsidiaries.
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Each year the Committee will publish a schedule announcing the
incentive compensation for the various officers and employees who are
Participants in the Plan and the amount of the incentive compensation that
is awarded as Performance Shares.
4. Performance Shares
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Awards under this Plan shall be granted to Participants in the form of
Performance Shares and shall be credited to Performance Unit Accounts to be
maintained for such Participants. Each Performance Unit shall be deemed to
be equivalent in value to the Fair Market Value of one share of Common Stock
of RGA. Notwithstanding anything herein to the contrary however,
Performance Shares are not Common Stock and the award of Performance Shares
under the Plan shall not entitle the Participant to any dividend or voting
rights or any other rights of a shareholder with respect to such Performance
Shares.
The maximum number of Performance Shares that may be awarded under the
Plan shall not exceed an aggregate of 500,000. If any Performance Shares
awarded under the Plan are forfeited or cancelled, such Performance Shares
may again be awarded under the Plan.
The Committee may in its sole discretion substitute other forms of
awards (such as restricted stock) for Performance Shares. Notwithstanding
the foregoing provisions of this section, the Committee shall not substitute
any other form of award for Performance Shares unless, in the opinion of the
Committee, such substitution would not result in any significant increase in
the cost of the Plan to RGA or the Participating RGA Subsidiaries, or
otherwise adversely affect them.
5. Time of Grant of Awards
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The Plan is designed to operate over the 10 Plan Years commencing
January 26, 1994. Grants of awards of Performance Shares shall be made by
the Committee at its first meeting in each Plan Year.
6. Vesting of Performance Shares
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A Participant shall have no right to receive payment for any part of
his Performance Shares and all of his Performance Shares shall be forfeited
unless he remains in the employment
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of RGA or a Participating RGA Subsidiary at all times from the date of the
grant of Performance Shares through the earlier of (a) the last day of the
Plan Year in which the Performance Shares become nonforfeitable pursuant to
the schedule set forth below, (b) the date on which the Participant
Retires, or (c) the Participant's death or Disability.
In addition, in the event a Participant's employment with RGA or a
Participating RGA Subsidiary is terminated as a result of a Change of
Control, the Participant will be deemed to have met the requirements of this
Section 6 and shall be entitled to payment with respect to all Performance
Shares under the Plan upon the Participant's termination of employment. A
Participant who terminates employment within six months after a Change of
Control will be deemed to have terminated his employment as a result of the
Change of Control.
Each grant of Performance Shares under the Plan will become
nonforfeitable as of the last day of a Plan Year pursuant to the following
schedule:
Nonforfeitable Portion of
Plan Year After Grant Performance Shares
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1 1/3
2 1/3
3 1/3
The Committee may, if in the opinion of the Committee circumstances
warrant such action, approve payment of any or all of Performance Shares
which would otherwise be forfeited as a result of a Participant failing to
remain in the employment of RGA or a Participating RGA Subsidiary for the
required period.
7. Form and Timing of Payment
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a) Form of Payment - Payment shall be made to the holder of
Performance Shares wholly in cash, or wholly in a number of shares of RGA
Common Stock equal to the number of Performance Shares entitling the holder
to payment, or partly in cash and partly in shares in such proportion as the
Committee deems appropriate. Shares of Common Stock of RGA issued upon
payment of Performance Shares may be either treasury shares, or authorized
and unlisted shares,
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or shares purchased on the market for that purpose or any combination
thereof. Payment shall be made in a a single sum at the time set forth
below.
b) Time of Payment - Payment with respect to the nonforfeitable
Performance Shares shall be made to a Participant at the earlier of:
1) twenty-four months after the termination of employment of the
Participant,
2) immediately upon the termination of employment of the Participant
if the termination is as a result of death, Disability or Retirement,
3) at the time the Participant exercises any options granted under the
Reinsurance Group of America, Incorporated Flexible Stock Plan (or such
other stock option plan duly adopted by RGA or a Participating RGA
Subsidiary) in the amount specified under Section 8,
4) after the last day of any year in which the value of the
Participant's nonforfeitable Performance Shares exceeds 500% of the
Participant's target bonus that is payable with respect to that year under
the Management Incentive Plan maintained by RGA in the amount specified in
Section 8.
Notwithstanding anything else herein to the contrary, no payments will
be made to Participants until after the last day of the second Plan Year
after the Plan Year in which an award is made (except in the case of
termination of employment through death, disability, or under such
circumstances, such as extreme hardship, as the Committee deems acceptable).
8. Amount of Payment
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The amount to be paid to each Participant shall be the Fair Market
Value, on the date of payment, of the nonforfeitable Performance Shares with
respect to which payment is to be made on such date.
a) Termination of Employment - Payments made pursuant to the
termination of the Participant's employment under Sections 7(b)(1) and
7(b)(2) shall be based on the total number of nonforfeitable Performance
Shares in the Participant's Performance Unit Account.
b) Exercise of Options - Payments made pursuant to Section 7(b)(3) may
be in the amount elected by the Participant up to the total amount necessary
to purchase the stock subject
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to the exercise of the option, to pay any tax which may be due as a result
of the exercise of such an option or as a result of the payment from the
Plan, or all three, provided however, that any distribution made pursuant
to this Section 8(b) may not exceed the number of nonforfeitable
Performance Shares in the Participant's Performance Unit Account.
c) 500% Over Target MIP - Payments made pursuant to Section 7(b)(4)
shall be in the amount by which the value of the nonforfeitable Performance
Shares in the Participant's Performance Unit Account exceeds 500% of the
Participant's target bonus that is payable with respect to that year under
the Management Incentive Plan maintained by RGA.
9. Change of Control
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In order to maintain a Participant's rights in the event of a Change
of Control, the Committee, in its sole discretion, may, at any time prior
to, simultaneously with, or after a Change of 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, separately or in any combination:
a) provide for the acceleration of any time periods relating to the
vesting, payment or other realization of any award, or awards, under the
Plan so that such awards may be realized in full on or before a date fixed
by the Committee;
b) make such adjustment to the amounts that have been awarded under
the Plan as the Committee deems appropriate to reflect such transaction or
change; or
c) cause the awards under the Plan to be assumed, or new awards
substituted therefore, by the surviving corporation in such change.
10. Dilution and Other Adjustments
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In the event of any change in the outstanding shares of Common Stock
of RGA by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares
or other similar corporate change, if the Committee shall determine, in its
sole discretion, that such change equitably requires an adjustment in the
number or kind of Performance Shares then held in Participants' Performance
Unit Accounts, or which
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may be awarded to any one Participant, or an adjustment in any measure of
performance, such adjustments shall be made by the Committee and shall be
conclusive and binding for all purposes of the Plan.
11. Miscellaneous Provisions
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A Participant's rights and interests under the Plan may not be
assigned or transferred. Notwithstanding the foregoing however, in the case
of a Participant's death, payment of Performance Shares due under this Plan
shall be made to his designated beneficiary, or in the absence of such
designation, by will or the laws of descent and distribution.
No Participant or other person shall have any claim or right to be
granted an award under this Plan. Neither this Plan nor any action taken
hereunder shall be construed as giving any Participant any right to be
retained in the employ of RGA or any Participating RGA Subsidiary.
RGA and Participating RGA Subsidiaries shall have the right to deduct
from all awards paid in cash any taxes required by law to be withheld with
respect to such cash awards and, in the case of awards paid in RGA Common
Stock, the Participant or other person receiving such stock shall be
required to pay to RGA of the Participating RGA Subsidiary, as the case may
be, the amount of any taxes which RGA or the Participating RGA Subsidiary is
required to withhold with respect to such stock.
12. Definitions
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As used in this Plan, the following terms shall have the following
meanings:
"Change Of Control" means the acquisition, without the approval of the
Board, by any person or entity, other than RGA or a Related Entity (General
American Life Insurance Company, or any Subsidiary of RGA or any employee
benefit plan, including a trust forming a part of such a plan, maintained by
RGA, General American Life Insurance Company, or a Subsidiary of RGA), of
more than 20% of the outstanding Common Stock of RGA through a tender offer,
exchange offer or otherwise; the liquidation or dissolution of RGA following
a sale or other disposition of all or substantially all of its assets; a
merger or consolidation involving RGA which results in RGA not being the
surviving parent corporation; or any time during any
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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.
"Common Stock" means the common shares of the stock of RGA which is
currently traded on the New York Stock Exchange.
"Disability" means complete and permanent inability by reason of
illness or accident to perform the duties of the occupation at which a
Participant was employed by a RGA or a Participating RGA Subsidiary when
such disability commenced. All determinations as to the date and extent of
disability of any Participant shall be made by the Committee, upon the basis
of such evidence as the Committee deems necessary and desirable.
"Employee" means any person (including any officer) employed by any
Participating RGA Subsidiary on a salaried basis and no employee shall be
excluded because he is also a Director of such Participating RGA Subsidiary.
"Employer" means RGA or Participating RGA Subsidiary that employs an
Employee.
"Fair Market Value" on any date shall be the closing price of a share
of RGA Common Stock on such date (or if such date is not a trading date,
then on the trading date next following such date) as officially quoted by
the New York Stock Exchange, or if the Common Stock should not then be
listed or admitted to trading on such exchange, the average of the closing
bid or asked prices as furnished by any New York Stock Exchange firm
selected from time to time by the Committee for that purpose.
"Malfeasance" means (1) conduct, act or omission which is contrary to
a Participant's duties as an employee or officer, whichever the case may be,
which is inimical or in any way contrary to the best interests of the RGA or
any of its subsidiaries or affiliates, or (2) employment of a Participant by
or association of a Participant with an organization which competes with the
RGA or any of its subsidiaries or affiliates.
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"Participant" means any officer or employee designated as a
Participant pursuant to Section 3.
"Participating RGA Subsidiary" means any subsidiary which has adopted
the Plan with the consent of the Committee pursuant to Section 3.
"Plan Year" means the calendar year except that the first Plan Year
begins on January 26, 1994 and ends December 31, 1994.
"Retire or Retirement" means the termination of employment of the
Participant with RGA or Participating RGA Subsidiary who is not thereafter
employed by any other entity that has adopted the Plan pursuant to Section
3, after the Participant has both attained 55 years of age and performed no
fewer than 10 years of service for the Employer.
"Subsidiary" means any corporation of which a majority of the
outstanding stock entitled to vote is owned, directly or indirectly, by RGA
or a subsidiary of RGA.
13. Cancellation of Performance Shares
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Performance Shares shall be cancelled and forfeited without any
further action by the Committee as a result of failure to complete the
requisite period of employment, or any malfeasance committed by the
Participant. In addition, the Committee may cancel Performance Shares with
the written consent of an employee holding such Performance Shares granted
to him under the Plan. In the event of any cancellation, all rights of the
former holder of such cancelled Performance Shares in respect of such
cancelled Units shall terminate, and such Units shall be available for
further grant in accordance with the Plan.
14. Amendments and Termination
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The Board of Directors may at any time terminate this Plan or amend it
to change the time of grant of awards and the length of award periods with
respect to awards not theretofore granted, provided that no such action
shall adversely affect any right or obligation with respect to any award
theretofore granted.
The right to grant awards under this Plan shall terminate
automatically at the close of business on December 31, 2004, or upon the
granting of awards equaling the maximum
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authorized under the Plan, whichever shall occur first, and, thereafter,
the function of the Committee will be limited to supervising the
administration of awards previously granted.
15. Effective Date
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This Amendment and Restatement of the Plan shall be effective as of
January 1, 1996.
REINSURANCE GROUP OF AMERICA, INCORPORATED
By: /s/ A. Greig Woodring
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President
Attest: /s/ Matthew P. McCauley
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Secretary
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