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EXHIBIT 10.12
REINSURANCE GROUP OF AMERICA, INCORPORATED
FLEXIBLE STOCK PLAN
AS AMENDED AND RESTATED EFFECTIVE JULY 1, 1998
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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
ii
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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
9
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
iii
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ARTICLE XV - RESTRICTED STOCK
15.1 Description
9
15.2 Cost of
Restricted Stock
9
15.3
Non-Transferability
10
ARTICLE XVI - PERFORMANCE SHARES
16.1 Description
10
16.2 Grant
10
ARTICLE XVII - CASH AWARDS
17.1 Grant
10
17.2 Limitation
on Amount
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
10
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
iv
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REINSURANCE GROUP OF AMERICA, INCORPORATED
FLEXIBLE STOCK PLAN
ARTICLE I
NAME AND PURPOSE
1.1 Name. The name of this Plan is the "Reinsurance Group of
America, Incorporated Flexible Stock
Plan."
1.2 Purpose. The Company has established this Plan to 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
DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
2.1 General Definitions. The following words and phrases, 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.
(b) Agreement. The document which evidences the grant of any
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
Plan.
(d) Board. The Board of Directors of the Company.
(e) Cash Award. A Benefit payable in the form of cash.
(f) Change of Control. The acquisition, without the approval 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
reference to the Code includes the
regulations promulgated pursuant to the Code.
(h) Company. Reinsurance Group of America, Incorporated.
(i) Committee. The Committee described in Section 5.1.
1
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(j) Common Stock. Any class of the Company's common stock.
(k) Effective Date. The date that the Plan is approved by the
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.
(m) Employer. The Company and all Affiliates.
(n) Exchange Act. The Securities Exchange Act of 1934, as
amended.
(o) Fair Market Value. The closing price of Shares on the New
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
calendar year.
(q) ISO. An Incentive Stock Option as defined in Section 422 of
the
Code.
(r) NQSO. A Non-Qualified Stock Option, which is an Option that
does
not qualify as an ISO.
(s) Option. An option to purchase Shares granted under the
Plan.
(t) Other Stock Based Award. An award under ARTICLE XVIII 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
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
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
ARTICLE XVI of the Plan.
(x) Plan. The Reinsurance Group of America, Incorporated
Flexible
Stock Plan and all amendments and
supplements to it.
2
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(y) Restricted Stock. Shares issued under ARTICLE XV of the
Plan.
(z) Rule 16b-3. Rule 16b-3 promulgated by the SEC under the
Exchange
Act, as amended, or any successor rule in
effect from time to time.
(aa) SEC. The Securities and Exchange Commission.
(bb) Share. A share of Common Stock.
(cc) SAR. A Stock Appreciation Right, which is the right to
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 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,
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 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
COMMON STOCK
3.1 Number of Shares. The number of Shares which may be 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,
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 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 Shares
which are not vested, and Other Stock
Based Awards, and the price thereof, as
applicable, shall be appropriately
adjusted by the Committee.
3
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ARTICLE IV
ELIGIBILITY
4.1 Determined By Committee. The Participants and the 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
ADMINISTRATION
5.1 Committee. The Plan shall be administered by the Committee.
The
Committee shall consist of three or more
members of the Board each of whom is a
"Non-Employee Director" as defined in Rule
16b-3 and who is an "outside
director" 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 reduc
