{"id":39783,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/estate-preservation-plan-gillette-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"estate-preservation-plan-gillette-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/estate-preservation-plan-gillette-co.html","title":{"rendered":"Estate Preservation Plan &#8211; Gillette Co."},"content":{"rendered":"<pre>\n                              THE GILLETTE COMPANY\n                            ESTATE PRESERVATION PLAN\n                     (EFFECTIVE JANUARY 1, 1993 (REVISED))\n\n\n1.   PURPOSE. Effective January 1, 1993, The Gillette Company has adopted The\nGillette Company Estate Preservation Plan for the purpose of providing eligible\nexecutive employees of the Company and its subsidiaries and affiliates the\nopportunity to purchase life insurance covering the lives of the employee and\nhis or her spouse, if any, and providing a death benefit upon the second to die\nof the employee and such spouse (or upon the death of the employee if there is\nno spouse).\n\n2.   DEFINITIONS. When used herein, the following terms shall have the\nrespective meaning ascribed to them below. Terms expressed in the singular shall\nbe construed to include the plural, and terms expressed in the masculine shall\nbe construed to include the feminine unless the context plainly indicates\notherwise.\n\n     (a)   'Active at Work' means performing all duties of regular employment at\n     the customary place of employment, and not absent due to illness or medical\n     treatment for more than 5 consecutive working days in the previous 3\n     months.\n\n     (b)   'Beneficiary' means the person(s) or entity(ies) designated by the\n     Owner of the Policy, to whom the death benefit provided for under such\n     Policy shall be paid in accordance with Section 10.\n\n     (c)   'Collateral-Assignment' means the Collateral-Assignment executed by\n     the Owner in favor of the Company with respect to the Company's interest in\n     the Policy. A specimen form of Collateral-Assignment is annexed hereto and\n     made a part hereof.\n\n     (d)   'Committee' means the Personnel Committee of the Board of Directors\n     of the Company.\n\n     (e)   'Company' means The Gillette Company, a Delaware corporation.\n\n     (f)   'Effective Date' means January 1, 1993.\n\n     (g)   'Eligible Executive' means an executive employee of the Company or\n     one of its subsidiaries or affiliates who is designated as being eligible\n     to participate in the Plan in accordance with Section 3.\n\n     (h)   'Initial Enrollment Date' shall mean the first day of the month\n     following an individual's designation as an Eligible Executive, but no\n     earlier than the Effective Date.\n\n     (i)   'Insureds' means the Participant and his or her lawful spouse on the\n     relevant date.\n\n     (j)   'Insurer' means the insurance company that issues the Policy under\n     the Plan.\n\n\n\n\n                                      -2-\n\n\n     (k)   'Owner' means the Participant, the Insureds or such other person(s)\n     or entity(ies) designated by the Participant to be the owner of the Policy.\n\n     (i)   'Participant' means an Eligible Executive who elects to participate\n     in the Plan and who satisfies the conditions for enrollment as set forth in\n     Section 4.\n\n     (m)   'Plan' means The Gillette Company Estate Preservation Plan as set\n     forth herein, as it may be modified from time to time hereafter.\n\n     (n)   'Plan Administrator' means the Senior Vice President - Personnel and\n     Administration of the Company or such other officer of the Company\n     designated bv the Committee to administer the Plan.\n\n     (o)   'Plan Year' means the calendar year.\n\n     (p)   'Policy' means the insurance policy issued by the Insurer to the\n     Owner pursuant to the terms of the Plan.\n\n     (q)   'Policy Date' means the effective date of a Policy. The Policy Date\n     with respect to any Policy may be a January 1 or July 1. The Policy Date\n     with respect to Policies issued during the initial enrollment period shall\n     be January 1, 1993.\n\n     (r)   'Policy Year' means each 12-consecutive month period designated as\n     such in a Policy. The first Policy Year with respect to a Policy shall\n     commence on the applicable Policy Date.\n\n     (s)   'Split Dollar Agreement' means the Split Dollar Agreement executed by\n     the Owner, the Eligible Executive and the Company with respect to the\n     Company's interest in the Policy. A specimen form of Split Dollar Agreement\n     is annexed hereto and made a part hereof.\n\n3.   ELIGIBILITY. The Eligible Executives shall be those executive employees of\nthe Company and its subsidiaries and affiliates who are designated by the Plan\nAdministrator as eligible under this Plan based upon their job grade, officer\nstatus, employment status or other eligibility criteria, as set forth in Exhibit\nA hereto.\n\nThe Plan does not constitute a contract of employment or a promise of continuing\nemployment, and nothing in the Plan shall interfere with the right of the\nCompany and its subsidiaries and affiliates to terminate the employment of any\nemployee at any time.\n\n4.   ENROLLMENT IN PLAN. An Eligible Executive shall enroll in the Plan, and\nthereby become a Participant hereunder, by (i) completing an application to\nparticipate in the Plan, (ii) designating the Owner of the Policy to be\npurchased, (iii) completing the documents and instruments furnished by the\nInsurer for underwriting purposes, (iv) if applicable, causing his or her spouse\nto complete the documents and instruments furnished by the Insurer, and to\nsubmit to a medical examination, for underwriting purposes, (v) executing, and\nif applicable causing his or her spouse to\n\n\n\n\n                                      -3-\n\n\nexecute, the Split-Dollar Agreement and such other documents and instruments\ndeemed necessary or desirable by the Company, and (vi) causing the Owner of the\nPolicy to designate a Beneficiary and to execute the Split-Dollar Agreement,\nCollateral-Assignment and such other documents and instruments deemed necessary\nor desirable by the Insurer or the Company.\n\nIf an Eligible Executive elects to enroll when first eligible under the Plan and\nmeets the Insurer's Active at Work test, and the Initial Enrollment Date is\nother than a Policy Date, the Company in its discretion may provide for\ntemporary coverage during the period between the Initial Enrollment Date and the\nPolicy Date, through a policy underwritten by the Insurer on the life of the\nEligible Executive and, upon the submission and approval by the Insurer of all\napplication material, the joint lives of the Insureds.\n\nIf an Eligible Executive initially declines to participate in the Plan, and\nlater elects to enroll in the Plan, the Company in its discretion may provide\nfor temporary coverage until the Eligible Executive's Policy Date, subject to\nthe Insurer's limitations on underwriting such coverage.\n\n5.   AMOUNT OF COVERAGE. The death benefit coverage that may be purchased under\na Policy shall be the amount specified in Exhibit A hereto ('Coverage').\n\n6.   COST OF COVERAGE. The cost of the Coverage under a Policy for each Policy\nYear shall be determined by the Insurer based upon the assumptions and\nguidelines agreed to by the Insurer and the Company. It is the Company's intent\nthat differences in the cost of the Coverage for each of the Participants\ncovered by Policies having the same Policy Date shall be attributable solely to\nthe respective attained ages of the Insureds on such Policy Date, provided that\nthe Participant elected to enroll when first eligible under the Plan and met the\nInsurer's Active at Work test.\n\nThe portions of the cost of the Coverage under each Policy to be paid by each of\nthe Owner thereof and the Company shall be determined in accordance with the\nterms of the related Split-Dollar Agreement and Collateral-Assignment, based\nupon the assumptions and guidelines set forth in Exhibit A hereto.\n\n7.   PURCHASE OF POLICIES. The Policies shall be purchased by each Owner from\nthe Insurer designated by the Company. The Company shall take all reasonable\nsteps necessary to enable the Insurer to issue the Policies in conformance with\nthe terms of this Plan. Each Owner shall be the sole and absolute owner of the\nPolicy purchased by such Owner and may exercise all ownership rights granted by\nthe terms of the Policy, subject to the terms of the related Split-Dollar\nAgreement and Collateral-Assignment.\n\nThe benefit provided under the Plan is the opportunity for a Participant or\ndesignated Owner to purchase and own the Policy under the terms and conditions\nset forth therein. The actual benefits to be derived from ownership of the\nPolicy are not guaranteed by the Company, the Plan Administrator or the Insurer\n(other than payment by the Insurer of the specified death benefit proceeds upon\nthe death of the survivor of the Insureds in accordance with the terms of the\nPolicy and any cash value increases as and when credited by the Insurer under\nthe Policy). Neither the Company nor the Plan\n\n\n                                      -3-\n\n\nAdministrator guarantees any specific level or rate of cash value accumulation\nunder any Policy purchased under the Plan.\n\n8.   PAYMENT OF PREMIUMS. While the related Split-Dollar Agreement remains in\neffect, the Company shall remit to the Insurer the total premium due under the\nPolicy for each Policy Year, which shall include the amount of the Company's\ncontribution toward premium as set forth in the Split-Dollar Agreement. The\nOwner (or the Participant on behalf of the Owner) shall remit to the Company the\nbalance of the premium due under the Policy for such Policy Year, in such manner\nand at such time or times as the Company and the Owner shall agree. In the event\nthat the Owner (or the Participant on behalf of the Owner) fails to remit any\namount due the Company for any Policy Year, the Company shall be deemed to have\npaid such amount for its own account in determining the Company's interest in\nthe Policy pursuant to the related Split-Dollar Agreement and\nCollateral-Assignment.\n\nFollowing the termination of the Split-Dollar Agreement while either or both of\nthe Insureds are alive, the Owner shall be responsible for payment to the\nInsurer of the total premium due (if any) under the Policy for each Policy Year\nthereafter.\n\n9.   COMPANY INTEREST IN POLICY. As a condition to a Participant's enrollment in\nthe Plan, the Participant and his or her designated Owner with respect to the\nPolicy shall execute a Split-Dollar Agreement and the Owner shall execute a\nCollateral-Assignment, which documents shall establish the rights of the Company\nwith respect to the death benefit proceeds and cash value under the Policy. The\nterms of the particular Split-Dollar Agreement and Collateral-Assignment\nexecuted by a Participant and related Owner shall apply solely to such\nParticipant and Owner.\n\nAt any time while the Split-Dollar Agreement is in effect, the Company's\ninterest in each Policy shall be equal to the Company's cumulative contributions\ntoward the premium under the Policy, including amounts deemed to have been paid\nfor the Company's account in accordance with the terms of the Split-Dollar\nAgreement. Following the termination of the Split-Dollar Agreement, the Company\nshall receive from the Insurer the amount of the Company's cumulative\ncontributions toward the premium under the Policy and, upon receipt of such\namount, the Company shall have no further interest in or responsibility for the\nPolicy. In the event that, upon the termination of the Split-Dollar Agreement,\nthere is insufficient cash value under the Policy to satisfy the Company's\ninterest therein, the Company shall have the right to receive the cash value or\ndeath benefit proceeds available at such time and any additional amounts\navailable under the Policy thereafter (up to the dollar amount of the Company's\nremaining interest), and neither the Insureds nor the Owner shall have any\nliability to the Company for the unpaid balance (other than to the extent of\namounts mistakenly received under the Policy prior to full satisfaction of the\nCompany's interest):\n\nThe Split-Dollar Agreement and Collateral-Assignment shall contain provisions\nimplementing the foregoing paragraphs of this Section and such other provisions,\nincluding limitations on the Owner's rights and benefits under the Policy, as\nthe Company determines to be necessary or desirable in order to secure and\nprotect its interest in the Policy. Anything contained herein to the contrary\nnotwithstanding, the Owner shall at all times have the right to cancel or\nsurrender the Policy and thereby terminate the related Split-Dollar Agreement.\n\n\n\n                                      -5-\n\n\n10.  PAYMENT OF DEATH BENEFIT. Subject to the terms of the related Split-Dollar\nAgreement and Collateral-Assignment, the death benefit payable under a Policy\nupon the death of the survivor of the Insureds shall be paid to the Beneficiary\nin such form and at such time or times as the Beneficiary may elect in\naccordance with the terms of the Policy.\n\n11.  SOURCE OF BENEFITS. Any benefit payable to or on account of a Participant\nunder this Plan shall be paid by the Insurer in accordance with the Policy and,\nif applicable, the related Split-Dollar Agreement and Collateral Assignment.\n\n12.  NON-ALIENATION OF BENEFITS. Except to the extent provided in the Policy and\nthe related Split-Dollar Agreement and Collateral-Assignment, the benefits\nprovided under this Plan may not be assigned or alienated and shall not be\nsubject to attachment, garnishment or other legal or equitable process.\n\n13.  ADMINISTRATION. The Plan Administrator shall be the named fiduciary under\nthe Plan, and shall have the discretionary authority to control and manage the\noperation and administration of the Plan, including but not limited to the power\nto construe and interpret the provisions of the Plan, to determine the\neligibility of employees to participate in the Plan and the benefit entitlements\nof Participants, and to establish rules and procedures (and to amend, modify or\nrescind the same) for the administration of the Plan. The Plan Administrator may\ndelegate ministerial duties to other employees of the Company and to third\nparties. The Plan Administrator shall be eligible to participate in the Plan but\nshall not act upon any matter that relates solely to his interest in the Plan as\na Participant.\n\nThe Plan Administrator shall make all determinations concerning a Participant's\nentitlement to benefits under the Plan. If a Participant believes that he has\nbeen denied a benefit under the Plan to which he is entitled, the Participant\nmay file a written request for such benefit with the Plan Administrator, setting\nforth his claim. Any decision by the Plan Administrator denying a claim for\nbenefits by a Participant shall be set forth in writing specifying the reasons\nfor the denial in a manner calculated to be understood by the Participant and\nadvising the Participant of his or her right to obtain a review of such\ndecision. Participants may request a review of any decision denying a benefit\nclaim by filing a request for such in writing to the Plan Administrator within\n60 days of the Participant's receipt of the denial of his claim, otherwise he\nshall be barred and estopped from challenging such claim denial. The Plan\nAdministrator shall conduct a full and fair review of the request for review and\nthe underlying claim and shall render a decision thereon in writing, generally\nwithin 60 days of receiving the Participant's request for review (but may extend\nthe period for rendering a decision to 120 days if special circumstances warrant\nthe extension). The interpretation and construction of the Plan by the Plan\nAdministrator, and any action taken thereunder, shall be binding and conclusive\nupon all persons and entities claiming to have an interest under the Plan.\n\nThe Plan Administrator shall not be liable to any person for any action taken or\nomitted to be taken in connection with the interpretation, construction or\nadministration of the Plan provided that such action or omission is made in good\nfaith.\n\n\n\n\n\n\n                                      -6-\n\n\n14.  NOTICES. Any notice or document required to be given to or filed with the\nCompany or the Plan Administrator shall be deemed given or filed if delivered by\ncertified or registered mail, return receipt requested, to such party's\nattention at the Company's offices, Prudential Tower Building, Boston,\nMassachusetts 02199.\n\n15.  AMENDMENT AND TERMINATION. The Plan may be amended or terminated at any\ntime and from time to time, in whole or in part, by the Plan Administrator;\nprovided, how, ever, that any amendment that would materially increase the cost\nof the Plan to the Company or would result in a material change in the nature of\nthe benefits provided under the Plan, or any termination of the Plan, shall not\nbe effective without the approval of the Committee. No such amendment or\ntermination shall adversely affect the rights of any Participant (without his or\nher consent) under any Policy theretofore issued pursuant to the Plan or any\nrelated Split-Dollar Agreement and Collateral-Assignment theretofore entered\ninto.\n\n16.  VALIDITY. In the event any provision of the Plan is held invalid, void or\nunenforceable, the same shall not affect in any respect the validity of the\nremaining provisions of the Plan.\n\n17.  GOVERNING DOCUMENTS. In the event of any inconsistency between the terms of\nthe Plan set forth herein and the terms of any Policy purchased with respect to\na Participant or the related Split-Dollar Agreement or Collateral-Assignment,\nthe terms of such Policy or agreement shall be controlling as to that\nParticipant, his or her spouse, the designated Owner and Beneficiary, and any\nassignee or successor-in-interest of any of the foregoing persons.\n\n18.  APPLICABLE LAW. The provisions of the Plan shall be construed and\nadministered in accordance with the laws of the Commonwealth of Massachusetts,\nexcept to the extent superseded by applicable Federal law.\n\n                             THE GILLETTE COMPANY\n\n                             By: \/s\/ Robert E. DiCenso\n                                 ---------------------------------\n                             Robert E. DiCenso\n                             Senior Vice President - Personnel and \n                             Administration\n\n                             Date: 4\/9\/97\n\n\n                                      -7-\n\n\nTHE GILLETTE COMPANY ESTATE PRESERVATION PLAN\n\nEXHIBIT A\n---------\n\nELIGIBILITY REQUIREMENTS FOR PARTICIPATION\n\nGrade Level\/Officer Status: Grade 25 or above, or holding any of the following\n     By-Law officer positions in The Gillette Company: Chairman of the Board,\n     Chief Executive Officer, President, Vice Chairman of the Board, Executive\n     Vice President, Senior Vice President, Vice President, Internal Auditor,\n     Patent and Trademark Counsel, or Secretary.\n\nEmployment Status: Full-time employee who is generally treated by The Gillette\n     Company as a United States employee for employment and benefit purposes.\n\nAMOUNT OF COVERAGE\n\n$1,000,000 face amount per Participant and spouse\n$500,000 face amount per unmarried Participant\n\nCOMPANY\/OWNER PORTIONS OF POLICY PREMIUM\n\nThe respective portions of the annual premium due under a Policy to be paid by\neach of the Company and the Owner initially shall be determined at the inception\nof the Policy on the basis that (1) the Company shall make five equal annual\npayments commencing on the Policy Date and each anniversary thereof, (2) the\nOwner shall make fifteen equal annual payments commencing on the Policy Date and\neach anniversary thereof, and (3) for Participants who enroll when first\neligible under the Plan, the present value (determined as of the Policy Date\nusing a 7.5% pre-tax\/4.5% post-tax per annum discount rate) of the cumulative\npayments to be made by each of the Company and the Owner shall be the same. Any\nor all of the above guidelines may be adjusted at the Company's discretion for\nParticipants who do not enroll when first eligible or do not meet the Insurer's\nActive at Work test.\n\nThe amount of the Company's contribution toward the annual premium under a\nPolicy shall not change unless agreed to by the Company in writing. The amount\nof the Owner's portion of the annual premium due under a Policy may change from\nyear to year in accordance with the terms of the Policy and the related\nSplit-Dollar Agreement.\n\nMANNER OF PAYMENT OF OWNER PORTION OF PREMIUM\n\nThe Owner's portion of the premium due under the Policy shall be paid to the\nCompany either (1) in a single lump sum at the beginning of each Policy Year\nupon advance notification by the Company or (2) by payroll deduction from the\nParticipant's regular salary, as shall be elected by the Participant.\n\n\n\n\n\n\n\n                                      -8-\n\n\n\nATTACHMENTS\n-----------\n\nSpecimen form of Split-Dollar Agreement\nSpecimen form of Collateral-Assignment\nSpecimen form of Certification of Trustee(s) and Proposed Insureds\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7640],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9540,9539],"class_list":["post-39783","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gillette-co","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-compensation__benefits","corporate_contracts_types-compensation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39783","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39783"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39783"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39783"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39783"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}