LOEWS CORP - FORM 10-K - EX-10.01 - February 19, 2016

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EX-10.06 - EX-10.06 - LOEWS CORPd90277dex1006.htm
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EX-10.16 - EX-10.16 - LOEWS CORPd90277dex1016.htm
10-K - FORM 10-K - LOEWS CORPd90277d10k.htm
EX-32.02 - EX-32.02 - LOEWS CORPd90277dex3202.htm
Exhibit 10.01













LOEWS CORPORATION EXECUTIVE
DEFERRED COMPENSATION PLAN
effective as of January 1, 2016



























 January 1, 2016


 
 
 

 
1.  
PURPOSE
The purpose of the Loews Corporation Executive Deferred Compensation Plan (the "Plan") is to provide non-employee directors and certain employees of Loews Corporation (the "Corporation") an opportunity, in accordance with the terms and conditions set forth herein, to defer, on a non-qualified basis, certain compensation that would otherwise be payable currently.
 
2.  
ADMINISTRATION
The Plan shall be administered by a committee (the "Administrative Committee for the Deferred Compensation Plan", hereinafter referred to as the "Committee") consisting of at least three members appointed by the Board of Directors of the Corporation or the Executive Committee of the Board of Directors of the Corporation (collectively referred to herein as the "Board"). The Committee shall have the sole and complete authority to interpret the terms and provisions of the Plan, to adopt, alter or repeal such administrative rules, regulations or practices governing the operation of the Plan and make all other determinations as it shall from time to time deem necessary, advisable or appropriate. The decisions, actions, determinations and records of the Committee shall be conclusive and binding upon the Corporation and its Subsidiaries (hereinafter, with the Corporation, collectively referred to as the "Company") and all persons having or claiming to have any right or interest in or under the Plan.  The Committee may appoint a person or persons to administer the Plan on a day-to-day basis.
 
3.  
ELIGIBILITY
All
 
(a)  
non-employee directors of the Corporation during any year, and
 
(b)  
employees of the Corporation or such Subsidiaries as may be designated by the Board, in each case with an annual base salary of at least $250,000 as of the end of any calendar year,
 
shall be eligible to participate in the Plan ("Participants") and make an election under Paragraph 4.  Notwithstanding the foregoing, unless otherwise determined by the Committee, an employee, other than a newly-hired employee, who first satisfies the eligibility requirements after the first day of a calendar year shall not be able to participate in the Plan until the following calendar year.
 
4.  
ELECTION TO DEFER
(a)  
Subject to such limitations as the Committee may prescribe, employee Participants may defer (1) a portion of their annual base salary and annual cash bonus earned for the following calendar year (including but not limited to any bonus earned under the Loews Corporation Incentive Compensation Plan for Executive Officers) and (2) in the case of a newly-hired employee, a portion of their annual base salary and annual cash bonus that are paid for services performed after the Participant's election to defer.  Non-employee director Participants may defer all or a portion of their cash retainer and meeting fees earned for the following calendar year.
 
 
 
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(b)  
The election by a Participant to defer Compensation shall be made (1) before the beginning of the calendar year in which such Compensation is earned, (2) in the case of a newly-hired employee, within 30 days of such employee's date of hire or (3) at such later date as may be permitted by the Committee in accordance with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A").
 
(c)  
A Participant must make an election as to the amount deferred with respect to each calendar year of participation in the Plan.  Amounts deferred under this Paragraph 4 shall be referred to as the "Deferred Amounts".  Election forms for Participants to defer Compensation shall be provided by the Committee, and all such elections shall be made in writing on such forms or pursuant to such other election procedures as may be established by the Committee.
 
5.  
ESTABLISHMENT OF DEFERRED COMPENSATION ACCOUNT
At the time of the Participant's initial election to defer pursuant to Paragraph 4, the Company shall establish a memorandum account (a "Deferred Compensation Account") for each participant on its books.  The Deferred Amount (as determined under the participant's election form) shall be credited to the Participant's Deferred Compensation Account as of the day that the Compensation would otherwise have been paid to the Participant.
 
6.  
ADDITIONS TO DEFERRED AMOUNTS
The assets attributable to a Participant's Deferred Compensation Account shall be deemed invested in such investments as the Participant may select, in accordance with such procedures as may be established by the Committee.  However, the Committee or its designee shall from time to time designate the investment funds to which the Participants may direct the deemed investment of their Account balances.  Each Participant Account shall be credited or debited with an amount equal to the income, gain and losses that would have been realized in an account that was actually invested in the deemed investments selected by the Participant from the date the amounts are credited to the Participant's account until the date such amounts are distributed.
 
7.  
PAYMENT OF DEFERRED AMOUNTS
Distributions of a Participant's Deferred Compensation Account shall be made or commence within ninety (90) days following the earliest to occur of (i) a fixed date elected by the Participant in accordance with Paragraph 4 that is at least 3 years following the end of the year in which the Compensation would have been paid to the Participant if the Participant did not elect to defer it hereunder, or if sooner, the Participant's Separation from Service from the Company, or (ii) any of the events described in Subparagraph (b) below.
 
(a)  
The Participant shall elect, in his/her election to defer, that his/her Deferred Compensation Account be paid either:
 
 
(i)  
in a lump sum; or
 
 
 
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(ii)  
in a series of annual installment payments (each as nearly equal as possible), the number of which cannot exceed fifteen, as the Participant shall elect under rules established by the Committee. Each installment shall be designated as a separate payment for purposes of Section 409A.
 
 
Notwithstanding the foregoing, (I) except as provided in Subparagraphs (b)(i) and (b)(ii) below, and (II) in the absence of an election by a Participant, all distributions shall be made in the form of a lump sum payment.
 
(b)  
(i) In the event of the Participant's death or Disability, payment of the balance in the Participant's Deferred Compensation Account shall be made or commence as elected by the Participant in the election to defer, to the Participant's designated beneficiary or if none, to the Participant's estate, in the case of death, or to the Participant, in the case of Disability within ninety (90) days of the determination of a Participant's Disability or death;
 
 
(ii) In the event of an employee Participant's Separation from Service from the Company for Retirement, or the End of Service as a Non-Employee Director, payment of the balance in the Participant's Deferred Compensation Account shall be made or commence as elected by the Participant in the election to defer within ninety (90) days of the employee Participant's Retirement or End of Service as a Non-Employee Director; and
 
 
(iii) In the event of an employee Participant's Separation from Service from the Company for any reason other than death, disability or Retirement, payment of the balance in the Participant's Deferred Compensation Account shall be made in a lump sum within ninety (90) days of the Participant's Separation from Service from the Company, notwithstanding the Participant's election to the contrary.
 
 
If the Participant is a Specified Employee, all payments to be made pursuant to Subparagraph (b)(ii) and (b)(iii) above, to the extent necessary to comply with Section 409A, shall be paid or commence on the first of the month following six (6) months subsequent to the designated event in (ii) and (iii) (the "Specified Employee Payment Date").  Within thirty (30) days following the Specified Employee Payment Date, each Specified Employee who has elected to receive his/her benefit in a series of annual installment payments, and whose benefit has been delayed, shall receive a lump sum cash payment in an amount equal to the amount of the delayed installment payment(s) such Participant would have otherwise received prior to the Specified Employee Payment Date, as adjusted for income, gains and losses under Paragraph 6 during the period of delay.
 
 
(c)  
Anything contained in this Paragraph 7 to the contrary notwithstanding, in the event a Participant incurs an Unforeseeable Emergency, the Committee, upon written application of such Participant, shall direct immediate payment of all or a portion of the then current value of such Participant's Deferred Compensation Account.  The amount of the distribution shall be limited to the amount needed to satisfy the emergency plus federal, state, local or foreign income taxes reasonably anticipated to be owed by the Participant as a result of the distribution.  Such distributions shall not be allowed to the extent that the hardship may be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant's assets (to the extent such liquidation would not itself cause a severe financial hardship).  The Committee shall determine, in accordance with Section 409A whether the Participant has incurred an Unforeseeable Emergency and the amount needed to satisfy such emergency.
 
 
 
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(d)  
A Participant may make a new election as to the time and/or form of payment at any time with respect to prior deferrals, provided that: (1) such election shall not take effect until at least 12 months after the date on which such election is made; (2) the first payment with respect to which such election is made is deferred for a period of not less than 5 years; and (3) such election shall not be made less than 12 months prior to the date of the first scheduled payment.
 
8.  
TRANSFERABILITY OF INTERESTS
Except for the right of a Participant to designate a beneficiary as hereinabove provided, a Participant, or beneficiary's rights and interests may not be alienated, assigned, pledged, transferred or otherwise encumbered.
 
9.  
AMENDMENT, SUSPENSION AND TERMINATION
The Corporation, in its sole and absolute discretion, at any time may amend, suspend or terminate the Plan or any portion thereof to the extent permitted under Section 409A.  No such amendment, suspension or termination shall alter or impair the rights of a Participant with respect to then Deferred Amounts.
 
10.  
DEFINITIONS
For purposes of this Plan:

(a)  
The term "Compensation" shall mean:
 
 
(i)  
annual base salary and annual cash bonus for employees; and
 
 
(ii)  
cash retainer and meeting fees for non-employee directors.
 
 
(b)  
The term "Disability" shall have the meaning set forth in Section 409A and the Treasury Regulations thereunder.
 
 
(c)  
The term "End of Service as a Non-Employee Director" shall mean a non-employee director's Separation from Service for any reason other than due to death or Disability.
 
 
(d)  
The term "Retirement" shall mean a termination of employment occurring on or after the first to occur of attainment of (a) age fifty-five (55) with twenty (20) years of service, or (b) age sixty (60) with ten (10) years of service.  For this purpose, service of the Participant with the Company and any corporation or other entity that is the successor of the Company shall be deemed service with the Company.
 
 
 
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(e)  
The term "Specified Employee" means one of the top fifty (50) highest compensated employees of the Corporation and its controlled group determined pursuant to the Corporation's procedures and consistent with Section 409A and the regulations promulgated thereunder.
 
(f)  
The term "Subsidiary" shall mean any corporation or other entity eighty percent (80%) or more of the voting stock or ownership interest of which is owned directly or indirectly by the Corporation.
 
(g)  
The term "Separation from Service" shall have the meaning set forth in Section 409A and the Treasury Regulations thereunder.
 
 
(h)  
The term "Unforeseeable Emergency" means, with respect to a Participant, a severe financial hardship resulting from: (1) an illness or accident of the Participant, the Participant's spouse, or a dependent; (2) loss of the Participant's property due to casualty; or (3) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, in each case as permitted pursuant to Section 409A.
 
11.  
UNFUNDED OBLIGATION
No assets of the Company have been set aside to provide for the payment of the Deferred Amounts.  The Plan is intended to be, and shall be operated and administered to be, a plan which is unfunded and which is maintained primarily for the purpose of providing deferred compensation for a selected group of non-employee directors and management employees.  The Company shall make no provision for the funding or insuring of Deferred Amounts that would cause the Plan to be (i) a "funded" plan for purposes of Section 404(a)(5) of the Internal Revenue Code of 1986, as amended  or Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or (ii) other than an "unfunded and unsecured promise to pay money or property in the future" under Treasury Regulations Section 1.83-3(e).  A Participant and his/her beneficiary shall be treated as a general unsecured creditor of the Company at all times under this Plan, except as otherwise provided under applicable state law.
 
12.  
NO RIGHT TO EMPLOYMENT, TO RENDER SERVICES, OR OTHER BENEFITS
This Plan shall not constitute a contract of employment, nor an arrangement to render services, between the Company and the Participant, and nothing contained herein shall be construed as conferring upon any Participant the right to continue in the employ of, nor the right to continue to render services to, the Company.
 
Any Compensation deferred and any benefits paid under this Plan shall be disregarded in computing benefits under any employee benefit plan of the Company, except to the extent expressly provided for in such employee benefit plans; provided that any benefit which would have been payable to Participants under the "Loews Corporation Cash
 
 
 
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Balance Retirement Plan" had Compensation deferred under this Plan been included in compensation for Retirement Plan purposes in the calendar year in which it would have been so included had it not been deferred hereunder, shall be paid under the "Loews Corporation Benefit Equalization Plan".
 
13.  
EFFECTIVE DATE
The Plan shall be effective January 1, 2016.
 
14.  
GOVERNING LAW
The Plan shall be governed by the laws of the State of New York without reference to the principles of conflict of laws.
 
15.  
COMPLIANCE WITH SECTION 409A
The Plan is intended to comply with the applicable provisions of Section 409A and shall be administered in accordance with Section 409A to the extent Section 409A applies to the Plan.  Accordingly, the Plan shall be construed in a manner consistent with those provisions and may, at any time, be amended in the manner and to the extent determined necessary or desirable by the Corporation to reflect or otherwise facilitate compliance with such provisions.  Notwithstanding any other provision of this Plan to the contrary, to the extent required by Section 409A, any payment otherwise due to a Participant upon his/her termination of employment or service with the Company shall not be made until and unless such termination of employment or service constitutes a "separation from service," as such term is defined under Section 409A.  This provision shall have no effect on payments otherwise due or payable to the Participant or on his/her behalf, which are not on account of his/her termination of employment with the Company, including as a result of death.  To the extent necessary to prevent any accelerated or additional tax under Section 409A, the Corporation shall defer the commencement of the payment of any payments or portions thereof otherwise payable hereunder as a result of a Separation from Service until the date that is six (6) months following such Separation from Service (or such earlier date as is permitted under Section 409A).  Each separately identified payment hereunder shall be treated as a separate payment for purposes of Section 409A.
 
16.  
CLAIMS PROCEDURE
Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted in writing to the person or persons selected by the Administrator (which may be the Administrator) (such person or persons, "Claims Administrator"), as follows:
 
(a)  
In the event that any application for benefits is denied in whole or in part, the Claims Administrator must notify the applicant, in written or electronic format, of the denial of the application, and of the applicant's right to review the denial.  The notice of denial shall be set forth in a manner designed to be understood by the applicant, and shall include specific reasons for the denial, specific references to the Plan provision upon which the denial is based, a description of any information or material that the Claims Administrator needs to complete the review, and an explanation of the Plan's review procedure.
 
 
 
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(b)  
This notice shall be given to the applicant within ninety (90) days after the Claims Administrator receives the application, unless special circumstances require an extension of time, in which case, the Claims Administrator has up to an additional ninety (90) days for processing the application.  If an extension of time for processing is required, written or electronic notice of the extension shall be furnished to the applicant before the end of the initial ninety (90)-day period.
 
(c)  
This notice of extension shall describe the special circumstances necessitating the additional time and the date by which the Claims Administrator is to render his/her decision on the application.  The applicant shall then be permitted to appeal the denial in accordance with the review procedure described below.
 
(d)  
Any person (or that person's authorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Claims Administrator within 60 days after the application is denied.  The Claims Administrator shall give the applicant (or his/her representative) a reasonable opportunity for a full and fair review of a claim and adverse benefit determination, including:  (i) the opportunity to submit written comments, documents, records and other information relating to the claim for benefits; (ii) the provision, upon request and free of charge, of reasonable access to and copies of, all documents, records and other information relevant to the claimant's claim for benefits, and (iii) a review that takes into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  A request for a review shall be in writing and shall be addressed to:
 
 
Corporate Director, Total Rewards
Loews Corporation
667 Madison Avenue
New York, NY 10065
 
(e)  
A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent.  The Claims Administrator may require the applicant to submit additional facts, documents or other material as he or she may find necessary or appropriate in making his/her review.
 
(f)  
The Claims Administrator shall act on each request for review within sixty (60) days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional sixty (60) days), for processing the request for a review.  If an extension for review is required, written or electronic notice of the extension shall be furnished to the applicant within the initial sixty (60)-day period.  The Claims Administrator shall give prompt, written or electronic notice of his/her decision to the applicant.  In the event that the Claims Administrator confirms the denial of the application for benefits in whole or in part, the notice shall outline, in a manner calculated to be understood by the applicant: (i) the specific reason or reasons for the adverse determination, (ii) the specific Plan provisions upon which the decision is based, (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, (iv) a description of the Plan's review procedures and the time limits applicable to such procedures, including a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
 
 
 
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(g)  
The Claims Administrator may establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out his/her responsibilities in reviewing benefit claims.  The Claims Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant's own expense.
 
(h)  
No legal action for benefits under the Plan may be brought until the applicant (i) has submitted a written application for benefits in accordance with the procedures described by Paragraph 16(a), (ii) has been notified by the Claims Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Paragraph 16(d), and (iv) has been notified in writing or electronically that the Claims Administrator has denied the appeal. In addition, any legal action must be brought within one (1) year and must be brought in the Borough of Manhattan in the State of New York. This one (1) year period shall be computed from the earlier of: (i) the date a final determination denying such benefit, in whole or in part, is issued under the Plan's claim review procedure; and (ii) the date such individual's cause of action first accrued (as determined under the laws of the State of New York without regard to principles of choice of laws).
 

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