Exhibit 10(d)
THE GILLETTE COMPANY
EXECUTIVE LIFE INSURANCE PLAN
(as amended and restated effective as of July 1, 1990)
(with amendments effective through March 1, 2001)
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ARTICLE 1
ESTABLISHMENT AND PURPOSE
1.1. Establishment. This Plan was established January 1, 1988 and amended July
1, 1990. The Plan as set forth herein, unless otherwise stated, is effective and
applicable only for participants terminating active employment or retiring on or
after March 1, 2001.
1.2. Purpose. The purpose of the Plan is to provide life insurance
protection under a split-dollar arrangement as a benefit to certain executive
employees of the Employer, in order to encourage such employees to continue
their employment with the Employer, to reward such employees for their service
with the Employer, and to induce desirable persons to enter into the Employer's
employ in the future. The Plan amends the Prior Plan and the life insurance
policies thereunder to replace the life insurance protection provided to a
Participant under the Prior Plan with the life insurance protection provided
under the Plan.
ARTICLE 2
DEFINITIONS
Except as otherwise provided, the following terms have the definitions
hereinafter indicated whenever used in this Plan with initial capital letters:
2.1. Base Salary. "Base Salary" means a Participant's annualized base
salary, exclusive of overtime, bonuses and other compensation, in effect at the
time of the Participant's death or earlier Retirement. In the case of a
Participant who continues to be paid on the Employer's payroll following the
Participant's scheduled release date, the Participant's Base Salary shall be
determined as of such release date.
2.2. Beneficiary. "Beneficiary" means the person, persons, entity or
entities designated to be the recipient of the Participant's share of the
proceeds of a Policy in accordance with the terms of Section 5.4.
2.3. Committee. "Committee" means the Executive Life Insurance Plan
Committee, which shall be composed of the Senior Vice President-Administration
and the Treasurer of the Company.
2.4. Company. "Company" means The Gillette Company, a Delaware
corporation, and its successors and assigns.
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2.5. Eligible Employee. "Eligible Employee" means an Employee who is
selected by the Committee to participate in the Plan.
2.6. Employee. "Employee" means any person who is or was before Retirement
employed by the Employer as an executive employee and satisfied the job grade,
officer status, employment status and/or other eligibility criteria, as set
forth in Appendix I.
2.7. Employer. "Employer" means the Company and its subsidiaries.
2.8. Enrollment Agreement. "Enrollment Agreement" means the written
agreement entered into by the Company and an Eligible Employee pursuant to which
such Eligible Employee becomes a Participant in the Plan as of the date
specified in such agreement.
2.9. Insurer. "Insurer" means the insurance company that provides life
insurance coverage on a Participant under the Plan or the insurance company to
whom application for such coverage has been made.
2.10. Participant. "Participant" means an Eligible Employee who is
participating in the Plan pursuant to an Enrollment Agreement.
2.11. Plan. "Plan" means The Gillette Company Executive Life Insurance
Plan as set forth herein together with any and all amendments and supplements
hereto.
2.12. Policy. "Policy" means, with respect to each Employee, any policy of
individual life insurance on the Employee's life which the Employer acquires or
otherwise utilizes pursuant to Article 5 to provide benefits under the Plan.
2.13. Policy Proceeds. "Policy Proceeds" means the aggregate amount
payable by the Insurer pursuant to the Policy to the Participant's Beneficiary
and the Employer upon the death of the Participant.
2.14. Prior Plan. "Prior Plan" means The Gillette Company Executive Group
Life Insurance Plan which provided life insurance coverage through a group life
insurance contract issued by John Hancock Mutual Life Insurance Company.
2.15. Retirement. "Retirement" means termination of an Employee's
employment with the Employer, for reasons other than death, on or after the date
the Employee reaches the Employee's earliest retirement date under a retirement
plan sponsored by the Employer.
ARTICLE 3
PLAN RIGHTS AND OBLIGATIONS
The rights of Participants are set forth herein. Each Participant is bound
by the terms of the Plan. As a condition of participation in this Plan, an
Eligible Employee's participation in the Prior Plan and any other group life
insurance arrangement sponsored by the Employer shall
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terminate as of the date specified in the Eligible Employee's Enrollment
Agreement on which the Eligible Employee becomes a Participant in the Plan.
ARTICLE 4
AMOUNT OF COVERAGE
4.1. Pre-Retirement Coverage. The amount of life insurance coverage to be
provided to a Participant while the Participant continues to be employed by the
Employer shall be equal to four times the Participant's Base Salary (coverage
rounded up, if necessary, to the next $1,000).
4.2. Post-Retirement Coverage. The amount of life insurance coverage to be
provided to a Participant after the Participant's Retirement shall be equal to
the Participant's Base Salary (coverage rounded up, if necessary to the next
$1,000).
4.3. Termination of Participation. Termination of a Participant's
participation hereunder will occur upon the earlier to occur of the following
events: (1) termination of the Plan or (2) termination of the Participant's
employment with the Employer for reasons other than the Participant's death or
Retirement. Thereafter, the Participant shall have no life insurance coverage
under the Plan.
ARTICLE 5
POLICY OWNERSHIP AND RIGHTS
5.1. Introduction. The provisions of this Article establish certain rights
and obligations of the Employer and each Participant with respect to the Policy
or Policies used to provide benefits under the Plan. The terms of this Article
shall apply separately to each Participant.
5.2. Acquisition of Policy. The Employer shall apply for a Policy or
Policies or utilize an existing Policy or Policies to provide the Participant's
benefits under the Plan. The Employer and the Participant shall take all
reasonable actions (1) to cause the Insurer to issue the Policy, and (2) to
cause the Policy to conform to the provisions of this Plan. The Policy shall be
subject to the terms and conditions of this Plan.
5.3. Policy Ownership. The Employer shall be the sole and absolute owner
of each Policy, and may exercise all ownership rights granted to the owner
thereof by the terms of the Policy, except as may otherwise be provided herein.
5.4. Beneficiary Designation. The Participant shall select the Beneficiary
to receive the death benefit to which the Participant is entitled under Section
6.2 of the Plan, by specifying the same on a designation of beneficiary form
prescribed by the Committee. Upon receipt of such form, the Employer shall
execute and deliver to the Insurer the forms necessary to designate the persons
or entities selected by the Participant as the beneficiaries to receive the
death benefit to which the Participant is entitled under Section 6.2 of the
Plan. The Employer shall also be a
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named beneficiary in the Policy for any remaining Policy Proceeds referred to in
Section 6.2 of the P1an.
The Employer shall take all reasonable steps to cause the beneficiary
designation provisions of the Policy to conform to the provisions hereof. The
Employer shall not terminate, alter or amend the Participant's designation
without the express written consent of the Participant. The Employer shall not
be responsible for any loss or delay in transmitting the designation of
beneficiary information to the Insurer.
A Participant who has designated a beneficiary under the Prior Plan shall
be deemed to have selected such beneficiary as the Participant's Beneficiary
under this Plan. A Participant may change his or her Beneficiary from time to
time by execution of a designation of beneficiary form as provided above.
If the Participant fails to designate a Beneficiary as provided above, or
if all designated Beneficiaries predecease the Participant or die prior to
distribution of the Participant's death benefit, then such death benefit shall
be paid to the Participant's estate (or, in the case of an assignment pursuant
to Section 5.5, to the Participant's assignee).
5.5. Assignment. An Employee shall have the right at any time to
absolutely and irrevocably assign all of the Employee's right, title and
interest in and to this Plan and any Policy which has been or may be acquired
hereunder to an assignee. This right shall be exercisable by the execution and
delivery to the Employer of a written assignment, on a form prescribed the
Committee. Upon receipt of such written assignment executed by the Employee and
duly accepted by the assignee thereof, the Employer shall consent thereto in
writing, and shall thereafter treat the Employee's assignee as the sole owner of
all of the right, title and interest in and to this Plan and in and to any
Policy which has been or may be acquired hereunder. Thereafter, the Employee
shall have no right, title or interest in and to this Plan or any Policy which
has been or may be acquired hereunder, all such rights being vested in and
exercisable only by such assignee, and any designation of Beneficiary made by
the Employee prior to such assignment shall be null and void. If an Employee has
made an assignment under the Prior Plan, such assignment shall be effective for
purposes of this Plan.
ARTICLE 6
DEATH BENEFITS
6.1. Prompt Collection. Upon the death of a Participant, the Employer with
the cooperation of the Beneficiary, shall promptly take all action necessary to
initiate payment by the Insurer of the Policy Proceeds.
6.2. Division of Policy Proceeds. A death benefit equal to the amount of
life insurance coverage to which the Participant is entitled under Article 4 of
this Plan, if any, shall be paid directly from the Insurer to the Participant's
designated Beneficiary, and any remaining Policy Proceeds shall be paid to the
Employer.
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6.3. Interest on Policy Proceeds. Any interest payable by the Insurer with
respect to a Beneficiary's share of the Policy Proceeds shall be paid to the
Beneficiary and any interest payable by the Insurer with respect to the
Employer's share of the Policy Proceeds shall be paid to the Employer.
6.4. Additional Payment if Insufficient Policy Proceeds. In the event
that, at the time of a Participant's death, the aggregate Policy Proceeds on
Policies covering the Participant, reduced by the outstanding balance of any
indebtedness incurred by the Employer and secured by the Policies (including any
interest due on such indebtedness), is less than the amount of life insurance
coverage to which the Participant is entitled under Article 4, the Employer
shall pay directly to the designated Beneficiary an additional amount equal, on
an after-tax basis, to the excess of such life insurance coverage over the
available Policy Proceeds.
ARTICLE 7
POLICY PREMIUMS
7.1. Payment of Premiums. The Employer shall pay the premiums on each
Policy to the Insurer on or before the due date or within the grace period
provided therein. Participants shall neither be required nor permitted to make
contributions to the Plan or additional premiums on any Policy.
7.2. Recovery by Employer. The Employer shall receive from the Policy
Proceeds of each Policy the amount thereof reduced by (i) the amount of life
insurance coverage paid from such Policy to the designated Beneficiary pursuant
to Section 6.2, and (ii) the outstanding balance of any indebtedness incurred by
the Employer and secured by the Policy (including any interest due on such
indebtedness). In the event that, prior to the death of the Participant covered
by a Policy, the Employer surrenders the Policy to the Insurer, the Employer
shall receive the entire cash surrender value of the Policy reduced by (i) the
outstanding balance of any indebtedness incurred by the Employer and secured by
the Policy (including any interest due on such indebtedness), and (ii) the
amount, if any, transferred into another Policy.
ARTICLE 8
PLAN ADMINISTRATION
8.1. Named Fiduciary; Administration. The Committee is hereby designated
as the named fiduciary under this Plan. The named fiduciary shall have authority
to control and manage the operation and administration of this Plan, and it
shall be responsible for establishing and carrying out a funding policy and
method consistent with the objectives of this Plan. The Committee shall also
have the power to establish, adopt, or revise such rules, regulations,
procedures and forms as it may deem advisable for the administration of the
Plan. The interpretation and construction of the Plan by the Committee and any
action taken thereunder, shall be binding and conclusive upon all parties in
interest. No member of the Committee shall, in any event, be liable to any
person for any action taken or omitted to be taken in connection
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with the interpretation, construction or administration of the Plan, so long as
such action or omission to act is made in good faith. (Members of the Committee
shall be eligible to participate in the Plan while serving as members of the
Committee, but a member of the Committee shall not vote or act upon any matter
that relates solely to such member's interest in the Plan as a Participant.)
8.2. Determination of Benefits. The Committee shall make all
determinations concerning eligibility to participate, rights to benefits, the
amount of benefits, and any other question under this Plan. Any decision by the
Committee denying a claim by a Participant or Beneficiary for benefits under
this Plan shall be stated in writing and delivered or mailed to the Participant
or Beneficiary. Such decision shall set forth the specific reasons for the
denial written in a manner calculated to be understood by the Participant or
Beneficiary. In addition, the Committee shall afford a reasonable opportunity to
the Participant or Beneficiary for a full and fair review of the decision
denying such claim.
ARTICLE 9
MISCELLANEOUS
9.1. No Contract of Employment. Nothing contained herein shall be
construed to be a contract of employment for any term of years, nor as
conferring upon an Employee the right to continue in the employ of the Company
in any capacity.
9.2. Amendment and Termination of Plan. The Company, through action of the
Personnel Committee of its Board of Directors, may, in its sole discretion,
amend or terminate the Plan in whole or in part at any time. In addition,
without limiting the foregoing, the Committee shall have the power to amend the
Plan on behalf of the Company where such amendment would not result in a
material increase in the cost of the Plan for the Company. The Plan will also
terminate, without notice, upon the total cessation of the business of the
Company or upon the bankruptcy, receivership or dissolution of the Company.
9.3. Conflicting Provisions. In the event of a conflict between the
provisions of this Plan and the provisions of any collateral assignment,
beneficiary designation or other document related to a Policy, the provisions of
the Plan shall prevail.
9.4. Notice. Any notice, consent, or demand required or permitted to be
given under the provisions of this Plan shall be in writing, and shall be signed
by the party giving or making the same. If such notice, consent, or demand is
mailed, it shall be sent by United States certified mail, postage prepaid,
addressed to such party's last known address as shown on the records of the
Company. If notice, consent or demand is sent to the Company, it shall be sent
to: Senior Vice President of Administration, Prudential Tower Building, 39th
Floor, Boston, MA 02199. The date of such mailings shall be deemed the date of
notice, consent, or demand. Either party may change the address to which notice
is to be sent by giving notice of the change of address in the manner aforesaid.
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9.5. Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
9.6. Gender, Singular and Plural. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, or neuter, as the identity
of the person or persons may require. As the context may require, the singular
may be read as the plural and the plural as the singular.
9.7. Captions. The captions of the articles, sections, and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.
9.8. Validity. In the event any provision of this Plan is held invalid,
void, or unenforceable, the same shall not affect, in any respect whatsoever,
the validity of any other provision of this Plan.
9.9. Binding Effect. This Plan shall be binding upon, and inure to the
benefit of the Employer and its successors and assigns, and the Participants and
their successors, assigns, heirs, executors, administrators and beneficiaries.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
behalf of the Company by its officer thereunto duly authorized, effective as of
the date and year first above written.
THE GILLETTE COMPANY
By: /s/ Lloyd B. Swaim
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Title: Vice President and Treasurer
Date: March 13, 1992
[Reflects amendments executed March 18,
1996, September 24, 1997 and February 15,
2001]
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THE GILLETTE COMPANY
EXECUTIVE LIFE INSURANCE PLAN
(as amended and restated effective as of July 1, 1990)
(with amendments effective through March 1, 2001)
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APPENDIX I
ELIGIBILITY REQUIREMENTS FOR PARTICIPATION
Grade Level/Officer Status: Grade 25 or above, or holding any of the
following By-Law officer positions in The Gillette Company: Chairman of the
Board, Chief Executive Officer, President, Vice Chairman of the Board, Executive
Vice President, Senior Vice President, Vice President, Internal Auditor, Patent
and Trademark Counsel, or Secretary.
Employment Status: Full-time employee who is generally treated by The
Gillette Company as a United States employee for employment and benefit
purposes.