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Exhibit 10.24
REINSURANCE GROUP OF AMERICA
EXECUTIVE PERFORMANCE SHARE PLAN
AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 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 "NON-EMPLOYEE
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DIRECTOR" AS DEFINED IN RULE 16b-3 PROMULGATED UNDER THE SECURITIES
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EXCHANGE ACT OF 1934, AS AMENDED, BY THE SECURITIES AND EXCHANGE
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COMMISSION AND AN "OUTSIDE DIRECTOR" AS DEFINED IN SECTION
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162(m)(4)(C)(i) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
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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.
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.
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Exhibit 10.24
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
canceled, 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 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
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Exhibit 10.24
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, or shares purchased on the market for that purpose or any
combination thereof. Payment shall be made in 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.
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Exhibit 10.24
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 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
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Exhibit 10.24
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 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
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Exhibit 10.24
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 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.
"PARTICIPANT" means any officer or employee designated as a
Participant pursuant to Section 3.
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Exhibit 10.24
"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 canceled 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 canceled
Performance Shares in respect of such canceled 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 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.
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Exhibit 10.24
15. Effective Date of the Plan
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The Plan shall be effective as of January 26, 1994.
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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