Exhibit 4.19
YNRewards
Executive Income
Deferral Program
Young & Rubicam Inc.
Executive Income Deferral Program
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The Executive Income Deferral Program provides an opportunity for you to defer
some of all of your annual cash compensation (base salary and/or annual bonus)
to a future date, lower your current taxable income, and accumulate earnings on
a tax-deferred basis.
ELIGIBILITY
All active U.S.-based executives who participate in Y&R Inc.'s Key Corporate
Manager's (KCM) executive plans are eligible to participate in the Executive
Income Deferral Program. KCM executives on international assignment who are
paid out of the United States are also eligible to participate in the
program.
Participation in the Executive Income Deferral Program among eligible
executives is entirely voluntary.
DEFFERAL OPPORTUNITY
You can elect to defer up to 100% of your annual cash compensation, except
for the required withholding for federal, state and FICA taxes, and for
payroll deductions you have authorized for such things as benefits and
contributions to the 401(k) Plan. Deferrals must be made in increments of
10%, up to 100% of the balance of your annual cash compensation.
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For the purpose of the Executive Income Deferral Program, cash compensation
includes your base salary and the cash portion of your annual incentive bonus,
less required tax withholdings and authorized payroll deductions.
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ELECTIONS
Base Salary Deferral
You must make your base salary deferral by completing and submitting your
election form by December 1 of the taxable year prior to the year in which
the salary will be paid. For example, to defer some or all of your 2001
salary, you must submit your completed election by November 30, 2000.
Annual Bonus Deferral
Elections to defer some or all of your annual bonus must be made by June 30
of the calendar year in which the bonus is earned. For example, to defer some
or all of your 2000 bonus, you must submit your completed election by
June 30, 2000.
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DEFERRAL TERMS AND WITHDRAWALS
Deferrals may be made in increments of 10% of either base salary or annual
bonus. All deferrals must be made for a period of at least one year. You may
elect to receive your deferred amounts when you leave the Company for any
reason. If you become disabled or die, you or your beneficiary will receive
your deferred income in a lump sum as soon as administratively possible.
You must select the form of payment you prefer--a lump sum or
installments--when you make your deferral election.
Installments may vary in duration subject to the following:
. Payments will be made annually on the first business day following the end
of the first quarter.
. Payments can be selected for a period of up to 10 years
. Payments must be completed by your 80th birthday
. In the event of voluntary termination or termination for cause the employee
will receive a lump sum payment as soon as administratively possible.
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EFFECT ON OTHER BENEFITS
Participation in the Executive Income Deferral Program does not affect your
accrual of benefits under the life insurance plans. Bonus deferrals under the
Executive Income Deferral program will not affect your benefits under the
Pension Plan or the Savings and Investment Plan. Salary deferrals which
reduce your salary below the plan thresholds for the Pension and Savings and
Investment Plans ($150,000 and $170,000 respectively) will affect your
contributions under those programs.
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INVESTING DEFERRED INCOME
Young & Rubicam's Executive Income Deferral Program offers two investment
options:
Option 1: Option 2:
Interest-Bearing Phantom Stock
Cash Account Account
You may allocate the amounts you have deferred between these two options in
increments of 10%, up to 100% of your annual cash compensation, less required
tax withholdings and authorized payroll deductions. You will have no
opportunity to reallocate among these options once they are chosen. All
deferred amounts will be paid in cash upon withdrawal.
DEFERRAL OPTIONS
Option 1: Interest-Bearing Cash Account
An interest-bearing cash account is similar to a savings account that the
Company sets up in your name to accommodate your deferred income. The amount
you have elected to defer will bear interest at the Prime Rate in effect on
the first day of the calendar quarter in which the income is deferred.
Interest is accrued quarterly thereafter and compounded annually.
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The Prime Rate is the publicly announced base rate of Citibank. N.A.
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Option 2: Phantom Stock
If you elect this option, your deferred amounts will increase or decrease
based on the performance of Y&R stock. Your deferred amount is translated
into a hypothetical number of shares of Y&R stock based on the price per
share on the date the compensation would otherwise would have been paid. This
creates a number of phantom shares between the date of deferral and the date
of withdrawal, though no stock is actually purchased.
For Example:
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1. You 2. In March 3. On 4. Your
elect to defer 2001, your the date the deferred annual
100% of your annual bonus for annual bonus bonus will be
annual bonus in the year 2000 is would ordinarily converted to
June of 2000 determined to be be paid (March 2,000 phantom
$100,000 2001), the price shares
of Y&R stock (100,000
is $50 per divided by
share 50 = 2,000).
Any fractional amounts remaining after this conversion will be credited to
your dividend account.
Your deferral account will be credited with dividends on your phantom shares
in the same amount and at the same time dividends are paid on Young & Rubicam
Common Stock. These dividends will be placed in your dividend account, which
earns interest at the Prime Rate as described under "Option 1: Interest-
Bearing Cash Account."
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Your deferral will be paid to you in cash upon withdrawal and will be treated
as ordinary income at that point. The final value of your phantom shares will
depend on the value of Y&R Common Stock on the date of withdrawal. If the
price of Y&R stock goes up during the deferral period, the value of your
phantom shares will increase. Dividends will increase in value based on
interest rates.
As with all investments, the Phantom Stock Account involves some risk. So
conversely, if the price of Y&R stock decreases during the deferral period,
the value of your phantom shares and your final distribution may decrease.
ACCELERATED DEFERRALS
Generally, you will receive payment of your deferred income after you leave
the Company. However, under certain circumstances, the Y&R Compensation
Committee or its designee may authorize a "hardship" withdrawal. Hardship
withdrawals may be available if you encounter a severe financial hardship
resulting from extraordinary and unforeseeable events beyond your control,
and you have no other funds available that could be used to satisfy the
financial hardship, including exhausting loan and withdrawal features from
the Young & Rubicam qualified plans. Hardship withdrawals will be permitted
only to the extent the Compensation Committee determines, at its discretion,
that such a withdrawal is reasonable and necessary to satisfy the emergency.
Note: Expenses such as college eduction or the purchase of a home do not
constitute severe financial hardship.
The Executive Income Deferral Program is authorized pursuant to Young &
Rubicam's Deferred Compensation Plan. A copy of the Plan is available from the
Senior Vice President of Compensation and Benefits, Young & Rubicam Inc.
Questions concerning the Executive Income Deferral Program should be addressed
to the Senior Vice President of Compensation and Benefits, Young & Rubicam Inc.,
285 Madison Avenue, New York, NY 10017-6486.
Like all investment plans, the Executive Income Deferral Program involves some
risk. The funds in the Income Deferral Plan are not secured or insured. In the
unlikely event that the Company declares bankruptcy or is insolvent, the program
funds may be subject to the claims of creditors.
When you defer 100% of your Bonus, FICA and Medicare taxes attributable to your
Bonus will be deducted from the next available paycheck.
This document is for general guidance only and is not legally binding. In the
event of a conflict or inconsistency between this document and the Plan
documents, the Plan documents will govern.
While Young & Rubicam intends to continue the Executive Income Deferral Program
indefinitely, the Company reserves the right to modify or terminate the program
at any time. Termination of the program will not affect outstanding deferrals or
interest accruals thereon.
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