Key Employees' Deferred Compensation Program - Pittston Co.
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KEY EMPLOYEES' DEFERRED
COMPENSATION PROGRAM
OF
THE PITTSTON COMPANY
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As Amended and Restated
as of January 14, 2000
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TABLE OF CONTENTS
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PREAMBLE ............................................................................... 1
ARTICLE I DEFINITIONS.................................................................... 2
ARTICLE II ADMINISTRATION................................................................. 7
ARTICLE III DEFERRAL OF CASH INCENTIVE PAYMENTS............................................ 7
SECTION 1 Definitions................................................................. 8
SECTION 2 Eligibility................................................................. 8
SECTION 3 Deferral of Cash Incentive Payments ....................................... 9
SECTION 4 Matching Incentive Contributions........................................... 10
SECTION 5 Irrevocability of Election................................................. 10
SECTION 6 Conversion of New Deferrals and
Matching Incentive Contributions
to Brink's Units.............................................................10
SECTION 7 Conversion of Existing Incentive Accounts
to Brink's Units........................................................... 11
SECTION 8 Adjustments ............................................................... 11
SECTION 9 Dividends and Distributions................................................ 12
SECTION 10 Allocation of Units as of July 1, 1994..................................... 12
SECTION 11 Minimum Distribution....................................................... 12
ARTICLE IV DEFERRAL OF SALARY............................................................. 13
SECTION 1 Definitions................................................................. 13
SECTION 2 Eligibility................................................................. 13
SECTION 3 Deferral of Salary.......................................................... 14
SECTION 4 Matching Salary Contributions............................................... 15
SECTION 5 Irrevocability of Election.................................................. 16
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SECTION 6 Conversion of New Deferrals, Matching
Salary Contributions and Dividends to
to Brink's Units............................................................ 16
SECTION 7 Conversion of Existing Incentive Accounts
to Brink's Units.............................................................18
SECTION 8 Adjustments................................................................. 19
SECTION 9 Dividends and Distributions................................................. 19
SECTION 10 Minimum Distribution........................................................ 20
ARTICLE V SUPPLEMENTAL SAVINGS PLAN...................................................... 20
SECTION 1 Definitions................................................................. 20
SECTION 2 Eligibility................................................................. 21
SECTION 3 Deferral of Compensation.................................................... 22
SECTION 4 Matching Contributions...................................................... 24
SECTION 5 Irrevocability of Election.................................................. 25
SECTION 6 Conversion of New Deferrals, Matching
Contributions and Dividends to Brink's
Units....................................................................... 25
SECTION 7 Conversion of Existing Incentive
Accounts to Brink's Units................................................... 28
SECTION 8 Adjustments................................................................. 29
SECTION 9 Dividends and Distributions................................................. 29
ARTICLE VI DEFERRAL OF PERFORMANCE AWARDS..................................................30
SECTION 1 Definitions..................................................................30
SECTION 2 Eligibility..................................................................30
SECTION 3 Deferral of Cash Performance Payments........................................31
SECTION 4 Irrevocability of Election...................................................31
SECTION 5 Conversion to Units..........................................................31
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SECTION 6 Adjustments..................................................................32
SECTION 7 Dividends and Distributions..................................................32
SECTION 8 Minimum Distribution.........................................................33
SECTION 9 Effective Date...............................................................33
ARTICLE VII DISTRIBUTIONS.................................................................. 34
SECTION 1 Certain Payments on Termination of
Employment...................................................................34
SECTION 2 Payments Attributable to Matching
Incentive Contributions and Matching
Salary Contributions on Termination of
Employment...................................................................35
SECTION 3 In-Service Distributions.....................................................37
ARTICLE VIII DESIGNATION OF BENEFICIARY..................................................... 37
ARTICLE IX MISCELLANEOUS.................................................................. 39
SECTION 1 Nontransferability of Benefits...............................................39
SECTION 2 Notices......................................................................39
SECTION 3 Limitation on Rights of Employee.............................................40
SECTION 4 No Contract of Employment....................................................40
SECTION 5 Withholding..................................................................40
SECTION 6 Amendment and Termination....................................................41
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Key Employees' Deferred Compensation Program of
The Pittston Company
As Amended and Restated
As of January 14, 2000
PREAMBLE
The Key Employees' Deferred Compensation Program of The Pittston
Company (the "Program"), as amended and restated as of January 14, 2000, is a
continuation and improvement of the Program as in effect immediately prior to
such date. Effective January 14, 2000, the Program is amended and restated to
reflect the exchange of .4848 of a share of Pittston Brink's Group Common Stock
for each outstanding share of Pittston BAX Group Common Stock and .0817 of a
share of Pittston Brink's Group Common stock for each outstanding share of
Pittston Minerals Group Common Stock. In addition, effective as of January 14,
2000, participants may defer amounts payable under The Pittston Company
Management Performance Improvement Plan.
The Program continues to provide an opportunity to certain employees to
defer receipt of (a) all or part of their cash incentive payments awarded under
the Key Employees Incentive Plan of The Pittston Company; (b) up to 50% of their
base salary; and (c) any or all amounts that are prevented from being deferred
as a matched contribution (and the related matching contribution) under the
Savings-Investment Plan of The Pittston Company and Its Subsidiaries ("Savings
Plan")) as a result of limitations imposed
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by Sections 401(a)(17), 401(k)(3), 402(g) and 415 of the Internal Revenue Code
of 1986, as amended (the "Code").
In order to align the interests of participants more closely to the
long-term interests of The Pittston Company (the "Company") and its
shareholders, effective June 1, 1995, the Program was amended to provide
matching contributions with respect to certain cash incentive awards and salary
deferrals and to provide that an amount equivalent to matching contributions
that are not eligible to be made under the Savings Plan as a result of
limitations imposed by Code Section 401(m)(2) shall be allocated under this
Program.
The Program was again amended and restated effective as of January 19,
1996, to reflect the redesignation of the Pittston Services Group Common Stock
as Brink's Group Common Stock and the creation of a new class of common stock
designated as Pittston BAX Group Common Stock.
The Program is an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees, within the meaning of Section 201(2) of the Employee
Retirement Income Security Act of 1974, as amended.
ARTICLE I
Definitions
Wherever used in the Program, the following terms shall have the
meanings indicated:
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BAX Exchange Ratio: The ratio whereby .4848 of a share of Brink's Stock
will be exchanged for each outstanding share of BAX Stock on the Exchange Date.
BAX Stock: Pittston BAX Group Common Stock, par value $1.00 per share.
BAX Unit: The equivalent of one share of BAX Stock credited to an
Employee's Incentive Account.
Board: The Board of Directors of the Company.
Brink's Stock: Pittston Brink's Group Common Stock, par value $1.00 per
share.
Brink's Unit: The equivalent of one share of Brink's Stock credited to
an Employee's Incentive Account.
Change in Control: A Change in Control shall be deemed to occur (a)
upon the approval of the shareholders of the Company (or if such approval is not
required, the approval of the Board) of (i) any consolidation or merger of the
Company in which the Company is not the continuing or surviving corporation or
pursuant to which the shares of Brink's Stock would be converted into cash,
securities or other property other than a consolidation or merger in which
holders of the total voting power in the election of directors of the Company of
Brink's Stock outstanding (exclusive of shares held by the Company's affiliates)
(the "Total Voting Power") immediately prior to the consolidation or merger will
have the same proportionate ownership of the total voting power in the election
of directors of the surviving
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corporation immediately after the consolidation or merger, or (ii) any sale,
leases, exchange or other transfer (in one transaction or a series of
transactions) of all or substantially all the assets of the Company, (b) when
any "person" (as defined in Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Act") other than the Company, its affiliates or an
employee benefit plan or trust maintained by the Company or its affiliates,
shall become the "beneficial owner" (as defined in Rule 13d-3 under the Act),
directly or indirectly, of more than 20% of the Total Voting Power, or (c) it at
any time during a period of two consecutive years, individuals who at the
beginning of such period constituted the Board shall cease for any reason to
constitute at least a majority thereof, unless the election by the Company's
shareholders of each new director during such two-year period was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such two-year period.
Code: The Internal Revenue Code of 1986, as amended from time to time.
Committee: The Compensation and Benefits Committee of the Board, which
shall consist of members of the Board of Directors who qualify as "nonemployee
directors" as described in Rule 16b-3(b)(3)(i) promulgated under the Securities
Exchange Act of 1934, as amended.
Company: The Pittston Company.
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Employee: Any resident of the United States of America who is in the
employ of the Company or a Subsidiary whose principal place of business is
located in the United States of America or any other individual designated by
the Committee.
Exchange: The exchange of Brink's Stock for outstanding shares of BAX
Stock and Minerals Stock as of the Exchange Date.
Exchange Date: January 14, 2000, the date as of which the Exchange
occurred.
Foreign Subsidiary: Any corporation that is not incorporated in the
United States of America more than 80% of the outstanding voting stock of which
is owned by the Company, by the Company and one or more Subsidiaries and/or
Foreign Subsidiaries or by one or more Subsidiaries and/or Foreign Subsidiaries.
Incentive Account: The account maintained by the Company for an
Employee to document the amounts deferred under the Program by such Employee and
any other amounts credited hereunder and the Units into which such amounts shall
be converted.
Minerals Exchange Ratio: The ratio whereby .0817 of a share of Brink's
Stock will be exchanged for each outstanding share of Minerals Stock on the
Exchange Date.
Minerals Stock: Pittston Minerals Group Common Stock, par value $1.00
per share.
Minerals Unit: The equivalent of one share of Minerals Stock credited
to an Employee's Incentive Account.
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Program: This Key Employees' Deferred Compensation Program of The
Pittston Company, as in effect from time to time.
Redesignation: The redesignation of Services Stock as Brink's Stock and
the creation and distribution of BAX Stock as of January 19, 1996.
Salary: The base salary paid to an Employee by the Company, a
Subsidiary or a Foreign Subsidiary for personal services determined prior to
reduction for any contribution made on a salary reduction basis.
Shares: On and after January 19, 1996, and prior to the Exchange Date,
Brink's Stock, BAX Stock or Minerals Stock, as the case may be and on and after
the Exchange Date, Brink's Stock.
Services Stock: Pittston Services Group Common Stock, par value $1.00
per share.
Subsidiary: Any corporation incorporated in the United States of
America more than 80% of the outstanding voting stock of which is owned by the
Company, by the Company and one or more Subsidiaries or by one or more
Subsidiaries.
Unit: On and after January 19, 1996, and prior to the Exchange Date, a
Brink's Unit, BAX Unit or Minerals Unit, as the case may be and on and after the
Exchange Date, a Brink's Unit.
Year: (a) With respect to the benefits provided pursuant to Articles
III and VI, the calendar year, and (b) with respect to the benefits provided
pursuant to Articles IV and V, the six-month period from July 1, 1994, through
December 31, 1994, and
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thereafter, the calendar year; provided, however that if a newly-hired Employee
becomes eligible to participate in the benefits provided pursuant to Articles IV
and/or V, on a day other than the first day of the Year, the Year for purposes
of Articles IV and V shall be the portion of the calendar year during which the
Employee is first eligible to participate in the benefits provided thereunder.
ARTICLE II
Administration
The Committee is authorized to construe the provisions of the Program
and to make all determinations in connection with the administration of the
Program including, but not limited to, the Employees who are eligible to
participate in the benefits provided under Articles III or IV. All such
determinations made by the Committee shall be final, conclusive and binding on
all parties, including Employees participating in the Program. All authority of
the Committee provided for in, or pursuant to, this Program may also be
exercised by the Board. In the event of any conflict or inconsistency between
determinations, orders, resolutions or other actions of the Committee and the
Board taken in connection with this Program, the actions of the Board shall
control.
ARTICLE III
Deferral of Cash Incentive Payments
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SECTION 1. Definitions. Whenever used in this Article III, the
following terms shall have the meanings indicated:
Cash Incentive Payment: A cash incentive payment awarded to
an Employee for any Year under the Incentive Plan.
Incentive Plan: The Key Employees Incentive Plan of The
Pittston Company, as in effect from time to time or any successor
thereto.
Matching Incentive Contributions: Matching contributions
allocated to an Employee's Incentive Account pursuant to Section
4 of this Article III.
SECTION 2. Eligibility. The Committee shall designate the key
management, professional or technical Employees who may defer all or part of
their Cash Incentive Payments for any Year pursuant to this Article III.
An Employee designated to participate in this portion of the Program
pursuant to the preceding paragraph shall be eligible to receive a Matching
Incentive Contribution for a Year if (a) his or her Salary (on an annualized
basis) as of the preceding December 31 is at least equal to $160,000 (as
adjusted for Years after 1999 to reflect the limitation in effect under Code
Section 401(a)(17) for the Year in which the Employee's election to participate
is filed) or (b) he or she is so designated by the Committee. Notwithstanding
the foregoing, a newly hired Employee will be eligible to receive a Matching
Incentive Contribution for
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his or her initial Year of employment if his or her Salary (on an annualized
basis) in effect on his or her first day of employment with the Company or a
Subsidiary will exceed the threshold amount determined pursuant to Code Section
401(a)(17) for his or her initial calendar year of employment.
SECTION 3. Deferral of Cash Incentive Payments. Each Employee whom the
Committee has selected to be eligible to defer a Cash Incentive Payment for any
Year pursuant to this Article III may make an election to defer all or part (in
multiples of 10%) of any Cash Incentive Payment which may be made to him or her
for such Year. Such Employee's election for any Year shall be made prior to
January 1 of such Year; provided, however, that with respect to the 1995 Year,
an Employee who is eligible to receive a Matching Incentive Contribution
pursuant to Section 2 of this Article III may make such election at any time
prior to June 1, 1995, for Cash Incentive Payments paid for 1995 if he or she
(a) has not previously made a deferral election for 1995 or (b) wishes to
increase the percentage of his Cash Incentive Payment to be deferred. An
Incentive Account (which may be the same Incentive Account established pursuant
to Articles IV, V and/or VI) shall be established for each Employee making such
election and Units in respect of such deferred payment shall be credited to such
Incentive Account as provided in Section 6 below.
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SECTION 4. Matching Incentive Contributions. Effective for the 1995
Year, each Employee who is eligible to receive Matching Incentive Contributions
pursuant to Section 2 of this Article III shall have a Matching Incentive
Contribution allocated to his or her Incentive Account. Such Matching Incentive
Contribution shall be equal to the amount of his or her Cash Incentive Payment
that he or she has elected to defer but not in excess of 10% of his or her Cash
Incentive Payment. The dollar amount of each Employee's Matching Incentive
Contributions shall be credited to his or her Incentive Account as of the
January 1 next following the Year in respect of which the Cash Incentive Payment
was made. Units in respect of such amounts shall be credited to such Incentive
Account as provided in Section 7 below.
SECTION 5. Irrevocability of Election. Except as provided in Section 3
of this Article III, an election to defer Cash Incentive Payments under the
Program for any Year shall be irrevocable after the first day of such Year.
SECTION 6. Conversion of New Deferrals and Matching Incentive
Contributions to Brink's Units. For Years after 1999, the amount of an
Employee's deferred Cash Incentive Payment (and related Matching Incentive
Contributions) for any Year shall be converted to Brink's Units and shall be
credited to such Employee's Incentive Account as of the January 1 next following
the Year in respect of which the Cash Incentive Payment was made. The number
(computed to the second decimal place) of Units so
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credited shall be determined by dividing the aggregate amount of the deferred
Cash Incentive Payment and related Matching Incentive Contributions credited to
the Employee's Incentive Account for such Year by the average of the high and
low per share quoted sale prices of Brink's Stock as reported on the New York
Stock Exchange Composite Transaction Tape on each trading day during the month
of December of the Year immediately prior to the crediting of Units.
SECTION 7. Conversion of Existing Incentive Accounts to Brink's Units.
As of the Exchange Date, all BAX Units and Minerals Units in an Employee's
Incentive Account attributable to Cash Incentive Payments (and related Matching
Incentive Contributions) shall be converted into Brink's Units by multiplying
the number of BAX Units and Minerals Units in the Employee's Incentive Account
by the BAX Exchange Ratio or the Minerals Exchange Ratio, respectively.
SECTION 8. Adjustments. The Committee shall determine such equitable
adjustments in the Units credited to each Incentive Account as may be
appropriate to reflect any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination, or exchange of shares,
split-up, split-off, spin-off, liquidation or other similar change in
capitalization or any distribution to common shareholders other than cash
dividends.
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SECTION 9. Dividends and Distributions. Whenever a cash dividend or any
other distribution is paid with respect to shares of Brink's Stock, the
Incentive Account of each Employee will be credited with an additional number of
Brink's Units, equal to the number of shares of Brink's Stock including
fractional shares (computed to the second decimal place), that could have been
purchased had such dividend or other distribution been paid to the Incentive
Account on the payment date for such dividend or distribution based on the
number of shares represented by Units in such Incentive Account as of such date
and assuming the amount of such dividend or value of such distribution had been
used to acquire additional Brink's Units. Such additional Brink's Units shall be
deemed to be purchased at the average of the high and low per share quoted sale
prices of Brink's Stock, as reported on the New York Stock Exchange Composite
Transaction Tape on the payment date for the dividend or other distribution. The
value of any distribution in property will be determined by the Committee.
SECTION 10. Allocation of Units as of July 1, 1994. As of July 1, 1994,
the number of Units credited to an Employee's Incentive Account shall be equal
to the number of Units credited to his Incentive Account as of June 30, 1994,
under the Key Employees Deferred Payment Program of The Pittston Company.
SECTION 11. Minimum Distribution. Distributions shall be made in
accordance with Article VII; provided, however, that the
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aggregate value of the Brink's Stock and cash distributed to an Employee (and
his or her beneficiaries) in respect of all Units standing to his or her credit
in his or her Incentive Account attributable to deferrals of Cash Incentive
Payments (including related dividends but not Matching Incentive Contributions)
shall not be less than the aggregate amount of Cash Incentive Payments and
dividends (credited to his or her Incentive Account pursuant to Section 9) in
respect of which such Units were initially so credited. The value of the Brink's
Stock, so distributed shall be considered equal to the average of the high and
low per share quoted sale prices of Brink's Stock, as reported on the New York
Stock Exchange Composite Transaction Tape for the last trading day of the month
preceding the month of distribution.
ARTICLE IV
Deferral of Salary
SECTION 1. Definitions. Wherever used in this Article IV, the following
term shall have the meaning indicated:
Matching Salary Contributions: Matching contributions
allocated to an Employee's Incentive Account pursuant to Section 4
of this Article IV.
SECTION 2. Eligibility. An Employee may participate in the benefits
provided pursuant to this Article IV for any Year if (a) his or her Salary (on
an annualized basis) as of the
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preceding December 31 is at least equal to $160,000 (as adjusted for Years after
1999 to reflect the limitation in effect under Code Section 401(a)(17) for the
Year in which the Employee's election to participate is filed) or (b) he or she
is designated by the Committee as eligible to participate. Notwithstanding the
foregoing, a newly hired Employee will be eligible to defer a portion of his or
her Salary during his or her initial Year of employment if his or her Salary (on
an annualized basis) in effect on his or her first day of employment with the
Company or a Subsidiary will exceed the threshold amount determined pursuant to
Code Section 401(a)(17) for his or her initial calendar year of employment.
Except as otherwise provided by the Committee, an Employee who is
eligible to defer a portion of his or her Salary shall continue to be so
eligible unless his or her Salary for any Year (on an annualized basis) is less
than $150,000, in which case he or she shall be ineligible to participate in the
benefits provided under this Article IV until his or her Salary again exceeds
the threshold amount determined pursuant to Code Section 401(a)(17) for the Year
prior to the Year of participation.
SECTION 3. Deferral of Salary. Each Employee who is eligible to defer
Salary for any Year pursuant to this Article IV may elect to defer up to 50% (in
multiples of 5%) of his or her Salary for such Year; provided, however, that in
the case of a
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newly hired Employee who is eligible to participate for his or her initial Year
of employment, only up to 50% of Salary earned after he or she files a deferral
election with the Committee may be deferred. Such Employee's initial election
for any Year shall be made prior to the first day of such Year or within 30 days
after his or her initial date of employment, if later; provided, however, that
with respect to the 1995 Year, an eligible Employee may make such election at
any time prior to June 1, 1995, if he (a) has not previously made a deferral
election under this Article IV for 1995 or (b) wishes to increase the percentage
of his Salary to be deferred for 1995. Such election under (a) or (b) shall
apply only to Salary earned after June 1, 1995. An election to defer Salary
shall remain in effect for subsequent Years unless and until a new election is
filed with the Committee by the December 31 preceding the Year for which the new
election is to be effective. An Incentive Account (which may be the same
Incentive Account established pursuant to Articles III, V and/or VI) shall be
established for each Employee making such election and such Incentive Account
shall be credited as of the last day of each month with the dollar amount of
deferred Salary for such month pursuant to such election. Units in respect of
such amounts shall be credited to such Incentive Account as provided in Section
6 below.
SECTION 4. Matching Salary Contributions. Effective June 1, 1995, each
Employee who has deferred a percentage of his
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Salary for a Year pursuant to Section 2 of this Article IV shall have Matching
Salary Contributions allocated to his or her Incentive Account. Such Matching
Salary Contributions shall be equal to 100% of the first 10% of his Salary that
he or she has elected to defer for the Year (earned after June 1, 1995, for the
1995 Year). The dollar amount of each Employee's Matching Salary Contributions
shall be credited to his or her Incentive Account as of the last day of each
month. Units in respect of such amounts shall be credited to such Incentive
Account as provided in Section 6 below.
SECTION 5. Irrevocability of Election. Except as provided in Section 3
of this Article IV, an election to defer Salary under the Program for any Year
shall be irrevocable after the first day of such Year or after 30 days after his
or her initial date of employment, if later.
SECTION 6. Conversion of New Deferrals, Matching Salary Contributions
and Dividends to Brink's Units. For Years after 1999, the amount of an
Employee's deferred Salary (and related Matching Salary Contributions) for any
Year shall be converted to Brink's Units and shall be credited to such
Employee's Incentive Account as of the January 1 next following the Year in
which such Salary was earned. The number (computed to the second decimal place)
of Units so credited shall be determined by dividing the aggregate amount of all
such deferred Salary (and related Matching Salary Contributions) credited to his
or her Incentive
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Account for such Year by the average of the high and low per share quoted sale
prices of Brink's Stock as reported on the New York Stock Exchange Composite
Transaction Tape for each trading day during the Year immediately prior to the
crediting of Units.
In addition, an additional number of Units shall be credited to an
Employee's Incentive Account as of the January 1 next following such Year in the
event a dividend or other distribution is paid with respect to shares of Brink's
Stock during the Year. The number of additional Units shall be equal to the
number of shares of Brink's Stock including fractional shares (computed to the
second decimal place), that could have been purchased if (a) the number of
Brink's Units credited to the Employee's Incentive Account for the Year pursuant
to the preceding paragraph had been credited ratably throughout the Year, (b)
the dividend or other distribution had been paid to the Incentive Account on the
payment date based on the number of Shares represented by the Units credited
pursuant to (a) above had a ratable number of Units been credited on the record
date for the dividend or distribution, and (c) such dividend or the value of
such distribution had been used to acquire additional Units. Such additional
Units shall be deemed to be purchased at the average of the high and low per
share quoted sale prices of Brink's Stock as reported on the New York Stock
Exchange Composite Transaction Tape on the payment date for the dividend
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or other distribution. The value of any distribution in property will be
determined by the Committee.
Upon the Employee's termination of employment, any cash amounts not
converted into Units credited to his or her Incentive Account in dollars shall
be converted into Brink's Units in the manner described in this Section 6 based
on the quoted sale prices (including any sale prices determined on a when issued
basis) of Brink's Stock as reported on the New York Stock Exchange Composite
Transaction Tape for each trading day during the portion of the Year preceding
the month of termination. Such Employee's Incentive Account shall also be
credited with an additional number of Units in the event a dividend or other
distribution is paid with respect to shares of Brink's Stock during the Year
prior to his or her termination of employment. The additional number of Units
shall be determined in accordance with this Section 6 assuming that the number
of Brink's Units credited to his or her Incentive Account during the Year as a
result of his or her termination of employment had been credited ratably during
the portion of the Year preceding his or her termination.
SECTION 7. Conversion of Existing Incentive Accounts to Brink's Units.
As of the Exchange Date, all BAX Units and Minerals Units in an Employee's
Incentive Account attributable to deferred salary (and related Matching Salary
Contributions) shall be converted into Brink's Units by multiplying the number
of BAX
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Units and Minerals Units in the Employee's Incentive Account by the BAX Exchange
Ratio or the Minerals Exchange Ratio, respectively.
SECTION 8. Adjustments. The Committee shall determine such equitable
adjustments in the Units credited to each Incentive Account as may be
appropriate to reflect any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination, or exchange of shares,
split-up, split-off, spin-off, liquidation or other similar change in
capitalization or any distribution to common shareholders other than cash
dividends.
SECTION 9. Dividends and Distributions. Whenever a cash dividend or any
other distribution is paid with respect to shares of Brink's Stock, the
Incentive Account of each Employee will be credited with an additional number of
Brink's Units equal to the number of shares of Brink's Stock, including
fractional shares (computed to the second decimal place), that could have been
purchased had such dividend or other distribution been paid to the Incentive
Account on the payment date for such dividend or distribution based on the
number of shares represented by the Units in such Incentive Account as of such
date and assuming the amount of such dividend or value of such distribution had
been used to acquire additional Brink's Units. Such additional Brink's Units
shall be deemed to be purchased at the average of the high and low per share
quoted sale prices of Brink's Stock,
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as the case may be, as reported on the New York Stock Exchange Composite
Transaction Tape on the payment date for the dividend or other distribution. The
value of any distribution in property will be determined by the Committee.
SECTION 10. Minimum Distribution. Distributions shall be made in
accordance with Article VII; provided, however, the aggregate value of the
Brink's Stock and cash distributed to an Employee (and his or her beneficiaries)
in respect of all Units standing to his or her credit in his or her Incentive
Account attributable to the deferral of Salary (including related dividends but
not Matching Salary Contributions) shall not be less than the aggregate amount
of Salary and dividends in respect of which Units were initially so credited.
The value of the Brink's Stock so distributed shall be considered equal to the
average of the high and low per share quoted sale prices of Brink's Stock, as
reported on the New York Stock Exchange Composite Transaction Tape for the last
trading day of the month preceding the month of distribution.
ARTICLE V
Supplemental Savings Plan
SECTION 1. Definitions. Whenever used in this Article V, the following
terms shall have the meanings indicated:
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Compensation: The regular wages received during any pay
period by an Employee while a participant in the Savings Plan for
services rendered to the Company or any Subsidiary that
participates in the Savings Plan, including any commissions or
bonuses, but excluding any overtime or premium pay, living or
other expense allowances, or contributions by the Company or such
Subsidiaries to any plan of deferred compensation, and determined
without regard to the application of any salary reduction
election under the Savings Plan. Bonuses paid pursuant to the
Incentive Plan shall be considered received in the Year in which
they are payable whether or not such bonus is deferred pursuant
to Article III hereof.
Incentive Plan: The Key Employees Incentive Plan of The
Pittston Company, as in effect from time to time or any successor
thereto.
Matching Contributions: Amounts allocated to an Employee's
Incentive Account pursuant to Section 4 of this Article V.
Savings Plan: The Savings-Investment Plan of The Pittston
Company and Its Subsidiaries, as in effect from time to time.
SECTION 2. Eligibility. An Employee may participate in the benefits
provided pursuant to this Article V for any Year if his or her Salary (on an
annualized basis) as of the preceding
<PAGE>
22
December 31 is at least equal to $160,000 (as adjusted for Years after 1999 to
reflect the limitation in effect under Code Section 401(a)(17) for the Year in
which the Employee's election to participate is filed). Notwithstanding the
foregoing, a newly hired Employee is eligible to participate in the benefits
provided pursuant to this Article V if his or her Salary (on an annualized
basis) in effect on his or her first day of employment with the Company or a
Subsidiary will exceed the threshold amount determined pursuant to Code Section
401(a)(17) for his or her initial calendar year of employment.
Except as otherwise provided by the Committee, an Employee who is
eligible to participate in the benefits provided pursuant to this Article V
shall continue to be so eligible unless his or her Salary for any Year is less
than $150,000, in which case he or she shall be ineligible to participate in the
benefits provided under this Article V until his or her Salary again exceeds the
threshold amount determined pursuant to Code Section 401(a)(17) for the Year
prior to the Year of participation.
SECTION 3. Deferral of Compensation. Effective July 1, 1994, each
Employee who is not permitted to defer the maximum percentage of his or her
Compensation that may be contributed as a matched contribution under the Savings
Plan for any Year as a result of limitations imposed by Sections 401(a)(17),
401(k)(3), 402(g) and/or 415 of the Code may elect to defer all or part of
<PAGE>
23
the excess of (a) such maximum percentage (five percent for 1994) of his or her
Compensation for the calendar year (without regard to any limitation on such
amount imposed by Code Section 401(a)(17)) over (b) the amount actually
contributed on his or her behalf under the Savings Plan for such calendar year
as a matched contribution; provided, however, that with respect to the 1994
Year, only Compensation paid after July 1, 1994, may be deferred. In order to be
permitted to defer any portion of his or her Compensation pursuant to this
Section 3 of Article V, the Employee must elect to defer the maximum amount
permitted as a matched contribution for the calendar year under the Savings
Plan. Such Employee's initial election hereunder for any Year shall be made
prior to the first day of such Year or prior to the date on which he or she is
first eligible to participate in the Savings Plan, if later. Such election shall
remain in effect for subsequent Years unless and until a new election is filed
with the Committee by the December 31 preceding the Year for which the new
election is to be effective. An Incentive Account (which may be the same
Incentive Account established pursuant to Article III, IV and/or VI) shall be
established for each Employee making such election and such Incentive Account
shall be credited as of the last day of each month with the dollar amount of the
Compensation deferred for such month pursuant to such election; provided,
however, that in the event an Employee is not permitted to defer the maximum
percentage of his or her Compensation that
<PAGE>
24
may be contributed as a matched contribution under the Savings Plan for any year
as a result of the limitation imposed by Code Section 401(k)(3), such excess
contribution shall be distributed to the Employee, his Compensation paid after
the date of the distribution shall be reduced by that amount and such amount
shall be allocated to his Incentive Account as of the January 1 next following
the Year for which the excess contribution was made under the Savings Plan.
Units in respect of such amounts shall be credited to such Incentive Account as
provided in Section 6 below.
SECTION 4. Matching Contributions. Each Employee who elects to defer a
portion of his or her Compensation for a Year pursuant to Section 3 of this
Article V shall have a Matching Contribution allocated to his or her Incentive
Account equal to the rate of matching contributions in effect for such Employee
under the Savings Plan for such Year multiplied by the amount elected to be
deferred pursuant to Section 3 above for each month in such Year. The dollar
amount of each Employee's Matching Contributions for each month shall be
credited to his or her Incentive Account as of the last day of each month.
Subject to the approval of the shareholders of the Company at the 1995
annual meeting, if an Employee is participating in this portion of the Program
pursuant to Section 2 of this Article V and his or her matching contribution
under the Savings Plan for 1994 or any later year will be reduced as a result of
the
<PAGE>
25
nondiscrimination test contained in Code Section 401(m)(2), (a) to the extent
such matching contribution is forfeitable, it shall be forfeited and that amount
shall be allocated to his or her Incentive Account as a Matching Contribution or
(b) to the extent such matching contribution is not forfeitable, it shall be
distributed to the Employee, his Compensation paid after the date of the
distribution shall be reduced by that amount and such amount shall be allocated
to his or her Incentive Account as a Matching Contribution. The dollar amount of
such Matching Contribution shall be allocated to each Employee's Incentive
Account as of the January 1 next following the Year for which the matching
contribution was made under the Savings Plan. Units in respect of such
contribution shall be credited to the Employee's Incentive Account as provided
in Section 7 below.
SECTION 5. Irrevocability of Election. An election to defer amounts
under the Program for any Year shall be irrevocable after the first day of such
Year or after the date on which he or she is first eligible to participate in
the Savings Plan, if later.
SECTION 6. Conversion of New Deferrals, Matching Contributions and
Dividends to Brink's Units. The amount of an Employee's deferred Compensation
and Matching Contributions for any Year shall be converted to Brink's Units and
shall be credited to such Employee's Incentive Account as of the January 1 next
following the Year in which such Compensation was earned or
<PAGE>
26
for which the Matching Contribution was made. The number (computed to the second
decimal place) of Units so credited shall be determined by dividing the
aggregate amount of all such amounts credited to the Employee's Incentive
Account for such Year attributable to (a) the deferral of amounts awarded under
the Incentive Plan (including related Matching Contributions) by the average of
the high and low per share quoted sale prices of Brink's Stock, as reported on
the New York Stock Exchange Composite Transaction Tape on each trading day
during the month of December of the Year immediately prior to the crediting of
such Units, (b) Compensation and Matching Contributions allocated to an
Incentive Account as a result of failing to satisfy the tests included in Code
Sections 401(k)(3) or 401(m)(2) under the Savings Plan, by the average of the
high and low per share quoted sales prices of Brink's Stock, as reported on the
New York Stock Exchange Composite Transaction Tape on each trading day during
the month of April of the Year in which such Units are credited to the
Employee's Incentive Account and (c) the deferral of all other Compensation
(including related Matching Contributions) by the average of the high and low
per share quoted sale prices of Brink's Stock as reported on the New York Stock
Exchange Composite Transaction Tape (i) on each trading day during the period
commencing on the first day of the month after the Employee's salary (as such
term is defined in the Savings Plan) equals the maximum amount of considered
compensation for such
<PAGE>
27
Year pursuant to Code Section 401(a)(17) and ending on December 31 or (ii) in
the event the Employee's salary equals the maximum amount of considered
compensation in December, on the first trading day in the following January. In
addition, an additional number of Units shall be credited to an Employee's
Incentive Account as of the January 1 of the following Year in the event a
dividend or other distribution is paid with respect to shares of Brink's Stock
during the Year. The number of additional Units shall be equal to the number of
shares of Brink's Stock, including fractional shares (computed to the second
decimal place), that could have been purchased if (a) the number of Brink's
Units credited to the Employee's Incentive Account, for the Year pursuant to the
preceding paragraph had been credited ratably throughout the portion of the Year
commencing on the first day of the month after the Employee's salary (as defined
in the Savings Plan) equals the maximum amount of considered compensation for
such Year pursuant to Code Section 401(a)(17), (b) the dividend or other
distribution had been paid to the Incentive Account on the payment date based on
the number of shares represented by the Units credited pursuant to (a) above had
a ratable number of Units been credited on the record date for the dividend or
distribution, and (c) such dividend or the value of such distribution had been
used to acquire additional Units. Such additional Units shall be deemed to be
purchased at the average of the high and low per share
<PAGE>
28
quoted sale prices of Brink's Stock, as reported on the New York Stock Exchange
Composite Transaction Tape on the payment date for the dividend or other
distribution. The value of any distribution in property will be determined by
the Committee.
Upon the Employee's termination of employment, any cash amounts not
converted into Units credited to his or her Incentive Account in dollars shall
be converted into Brink's Units in the manner described in this Section 6 based
on the quoted sale prices (including any sale prices determined on a when issued
basis) of Brink's Stock, as reported on the New York Stock Exchange Composite
Transaction Tape for each trading day during the portion of the Year preceding
the month of termination. Such Employee's Incentive Account shall also be
credited with an additional number of Units in the event a dividend or other
distribution is paid with respect to shares of Brink's Stock during the Year
prior to his or her termination of employment. The additional number of Units
shall be determined in accordance with this Section 6 assuming that the number
of Brink's Units credited to his or her Incentive Account during the Year as a
result of his or her termination of employment had been credited ratably during
the portion of the Year preceding his or her termination.
SECTION 7. Conversion of Existing Incentive Accounts to Brink's Units.
As of the Exchange Date, all BAX Units and Minerals Units in an Employee's
Incentive Account attributable to
<PAGE>
29
Compensation deferred pursuant to this Article V (and related Matching
Contributions) shall be converted into Brink's Units by multiplying the number
of such BAX Units and Minerals Units in the Employee's Incentive Account by the
BAX Exchange Ratio or the Minerals Exchange Ratio, respectively.
SECTION 8. Adjustments. The Committee shall determine such equitable
adjustments in the Units credited to each Incentive Account as may be
appropriate to reflect any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination, or exchange of shares,
split-up, split-off, spin-off, liquidation or other similar change in
capitalization or any distribution to common shareholders other than cash
dividends.
SECTION 9. Dividends and Distributions. Whenever a cash dividend or any
other distribution is paid with respect to shares of Brink's Stock, the
Incentive Account of each Employee will be credited with an additional number of
Brink's Units equal to the number of shares of Brink's Stock, including
fractional shares (computed to the second decimal place), that could have been
purchased had such dividend or other distribution been paid to the Incentive
Account on the payment date for such dividend or distribution based on the
number of shares represented by the Units in such Incentive Account as of such
date and assuming that the amount of such dividend or value of such distribution
had been used to acquire additional Brink's Units of the class giving
<PAGE>
30
rise to the dividend or other distribution. Such additional Brink's Units shall
be deemed to be purchased at the average of the high and low per share quoted
sale prices of Brink's Stock, as reported on the New York Stock Exchange
Composite Transaction Tape on the payment date for the dividend or other
distribution. The value of any distribution in property will be determined by
the Committee.
ARTICLE VI
Deferral of Performance Awards
SECTION 1. Definitions. Whenever used in this Article VI, the following
terms shall have the meanings indicated:
Cash Performance Payment: A cash incentive payment due to an
Employee in any Year under the Management Performance Improvement
Plan.
Management Performance Improvement Plan: The Pittston
Company Management Performance Improvement Plan, as in effect
from time to time or any successor thereto.
Performance Measurement Period: A performance cycle of one
or more fiscal Years of the Company under the Management
Performance Improvement Plan.
SECTION 2. Eligibility. Any Employee who is a participant in the
Management Performance Improvement Plan may elect to defer all or part of his or
her Cash Performance Payment payable under such plan pursuant to this Article
VI.
<PAGE>
31
SECTION 3. Deferral of Cash Performance Payments. Each Employee who is
eligible to defer his or her Cash Performance Payment for any Performance
Measurement Period pursuant to this Article VI may make an election to defer all
or part (in multiples of 10%) of any Cash Performance Payment which may be made
to him or her for such Performance Measurement Period. Such Employee's election
shall be made prior to January 1 of the last Year in the Performance Measurement
Period. An Incentive Account (which may be the same Incentive Account
established pursuant to Articles III, IV and/or V) shall be established for each
Employee making such election and Units in respect of such deferred payment
shall be credited to such Incentive Account as provided in Section 5 below.
SECTION 4. Irrevocability of Election. An election to defer Cash
Performance Payments under the Program for any Performance Measurement Period
shall be irrevocable after the first day of the last Year in such Performance
Measurement Period.
SECTION 5. Conversion to Units. The amount of an Employee's deferred
Cash Performance Payment for any Performance Measurement Period shall be
converted to Brink's Units and shall be credited to such Employee's Incentive
Account as of the first day of the month next following the date on which the
Cash Performance Payment would be paid if it was not deferred pursuant to this
Program. The number (computed to the second decimal
<PAGE>
32
place) of Brink's Units so credited shall be determined by dividing the
aggregate amount of the deferred Cash Performance Payment credited to the
Employee's Incentive Account for such Performance Measurement Period by the
average of the high and low per share quoted sale prices of Brink's Stock, as
reported on the New York Stock Exchange Composite Transaction Tape on each
trading day during the month preceding the crediting of Units.
SECTION 6. Adjustments. The Committee shall determine such equitable
adjustments in the Units credited to each Incentive Account as may be
appropriate to reflect any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination, or exchange of shares,
split-up, split-off, spin-off, liquidation or other similar change in
capitalization or any distribution to common shareholders other than cash
dividends.
SECTION 7. Dividends and Distributions. Whenever a cash dividend or any
other distribution is paid with respect to shares of Brink's Stock, the
Incentive Account of each Employee will be credited with an additional number of
Brink's Units equal to the number of shares of Brink's Stock, including
fractional shares (computed to the second decimal place), that could have been
purchased had such dividend or other distribution been paid to the Incentive
Account on the payment date for such dividend or distribution based on the
number of shares represented by Units in such Incentive Account as of such date
and assuming the amount
<PAGE>
33
of such dividend or value of such distribution had been used to acquire
additional Brink's Units. Such additional Brink's Units shall be deemed to be
purchased at the average of the high and low per share quoted sale prices of
Brink's Stock, as reported on the New York Stock Exchange Composite Transaction
Tape on the payment date for the dividend or other distribution. The value of
any distribution in property will be determined by the Committee.
SECTION 8. Minimum Distribution. Distributions shall be made in
accordance with Article VII; provided, however, that the aggregate value of the
Brink's Stock and cash distributed to an Employee (and his or her beneficiaries)
in respect of all Units standing to his or her credit in his or her Incentive
Account attributable to deferrals of Cash Performance Payments (including
related dividends) shall not be less than the aggregate amount of Cash
Performance Payments and dividends (credited to his or her Incentive Account
pursuant to Section 7) in respect of which such Units were initially so
credited. The value of the Brink's Stock, so distributed shall be considered
equal to the average of the high and low per share quoted sale prices of Brink's
Stock, as reported on the New York Stock Exchange Composite Transaction Tape for
the last trading day of the month preceding the month of distribution.
SECTION 9. Effective Date. Notwithstanding anything herein to the
contrary, the provisions of this Article VI providing for
<PAGE>
34
the deferral of Cash Performance Payments shall not become effective until May
5, 2000, and only upon approval of the Management Performance Improvement Plan
by the Company's shareholders.
ARTICLE VII
Distributions
SECTION 1. Certain Payments on Termination of Employment. Each Employee
who has an Incentive Account shall receive a distribution in Brink's Stock in
respect of all Brink's Units standing to the credit of such Employee's Incentive
Account (other than Units attributable to Matching Incentive Contributions,
Matching Salary Contributions and dividends related thereto), in a single
lump-sum distribution as soon as practicable following his or her termination of
employment; provided, however, that an Employee may elect, at least 12 months
prior to his or her termination of employment to receive distribution of the
Shares represented by the Units credited to his or her Incentive Account in
equal annual installments (not more than ten) commencing on the first day of the
month next following the date of his or her termination of employment (whether
by death, disability, retirement or otherwise) or as promptly as practicable
thereafter. Such Employee may at any time elect to change the manner of such
payment, provided that any such election is made at least 12 months in advance
of his or her termination of employment.
<PAGE>
35
The number of shares of Brink's Stock to be included in each
installment payment shall be determined by multiplying the number of Brink's
Units in the Employee's Incentive Account as of the lst day of the month
preceding the initial installment payment and as of each succeeding anniversary
of such date by a fraction, the numerator or which is one and the denominator of
which is the number of remaining installments (including the current
installment).
Any fractional Units shall be converted to cash based on the average of
the high and low per share quoted sale prices of the Brink's Stock, as reported
on the New York Stock Exchange Composite Transaction Tape, on the last trading
day of the month preceding the month of distribution and shall be paid in cash.
SECTION 2. Payments Attributable to Matching Incentive Contributions
and Matching Salary Contributions on Termination of Employment. In the event of
the termination of employment of an Employee as a result of (a) death, (b)
retirement after satisfying the requirements for early or normal retirement
under a pension plan sponsored by the Company or a Subsidiary in which the
Employee participated, (c) total and permanent disability (as defined in the
Company's long-term disability plan) or (d) termination of employment for any
reason within three years following a Change in Control, the Employee shall
receive a distribution of Brink's Stock in respect of all Brink's Units standing
to the credit of such Employee's Incentive Account
<PAGE>
36
attributable to Matching Incentive Contributions, Matching Salary Contributions
and dividends related thereto in the same manner as provided in Section 1 of
this Article VII for the distribution of other Units standing to the credit of
such Employee's Incentive Account.
In the event of a termination of employment for a reason not described
in the preceding paragraph, the Employee shall forfeit the Units in his or her
Incentive Account attributable to Matching Incentive Contributions, Matching
Salary Contributions and dividends related thereto for the Year in which the
termination occurs. Such Employee shall be vested in the remaining Units
standing to the credit of such Employee in his or her Incentive Account
attributable to Matching Incentive Contributions, Matching Salary Contributions
and dividends related thereto in accordance with the following schedule:
Months of Participation Vested Percentage
----------------------- -----------------
less than 36 0
at least 36 but less than 48 50%
at least 48 but less than 60 75%
60 or more 100%
An Employee shall receive credit for one "month of participation" for each
calendar month during which a deferral election is in effect pursuant to Section
3 of Articles III or IV. Brink's Stock, in respect of the vested Units standing
to the credit of such Employee attributable to Matching Incentive Contributions,
Matching Salary Contributions and dividends related thereto, shall be
distributed in a single lump sum as soon as practicable
<PAGE>
37
following the third anniversary of his or her termination of employment.
SECTION 3. In-Service Distributions. Any Employee may make an election,
on or before December 31 of any Year, to receive a distribution in Brink's Stock
in a lump sum or in not more than ten equal annual installments, on or
commencing as of January 1 of the second following Year (or as promptly as
practicable thereafter), in respect of all Brink's Units (other than Units
attributable to Matching Incentive Contributions, Matching Salary Contributions
and dividends related thereto) standing to his or her credit in such Incentive
Account as of such January 1; provided, however, that no such election shall be
effective if (a) such Employee has outstanding at such December 31 an election
pursuant to Articles III, IV, V or VI to defer any amounts hereunder or (b) such
Employee's employment shall terminate for any reason prior to such January 1.
Such election to receive a distribution or distributions shall be irrevocable,
except that it may be revoked, and a new election may be made, at any time prior
to such December 31. The number of shares of Brink's Stock (and the amount of
cash representing fractional Units) to be distributed shall be determined in the
same manner as provided in Section 1 of this Article VII.
ARTICLE VIII
Designation of Beneficiary
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38
An Employee may designate in a written election filed with the
Committee a beneficiary or beneficiaries (which may be an entity other than a
natural person) to receive all distributions and payments under the Program
after the Employee's death. Any such designation may be revoked, and a new
election may be made, at any time and from time to time, by the Employee without
the consent of any beneficiary. If the Employee designates more than one
beneficiary, any distributions and payments to such beneficiaries shall be made
in equal percentages unless the Employee has designated otherwise, in which case
the distributions and payments shall be made in the percentages designated by
the Employee. If no beneficiary has been named by the Employee or no beneficiary
survives the Employee, the remaining Shares (including fractional Shares) in the
Employee's Incentive Account shall be distributed or paid in a single sum to the
Employee's estate. In the event of a beneficiary's death after installment
payments to the beneficiary have commenced, the remaining installments will be
paid to a contingent beneficiary, if any, designated by the Employee or, in the
absence of a surviving contingent beneficiary, the remaining Shares (including
fractional Shares) shall be distributed or paid to the primary beneficiary's
estate in a single distribution. All distributions shall be made in Shares
except that fractional shares shall be paid in cash.
<PAGE>
39
ARTICLE IX
Miscellaneous
SECTION 1. Nontransferability of Benefits. Except as provided in
Article VIII, Units credited to an Incentive Account shall not be transferable
by an Employee or former Employee (or his or her beneficiaries) other than by
will or the laws of descent and distribution or pursuant to a domestic relations
order. No Employee, no person claiming through such Employee, nor any other
person shall have any right or interest under the Program, or in its
continuance, in the payment of any amount or distribution of any Shares under
the Program, unless and until all the provisions of the Program, any
determination made by the Committee thereunder, and any restrictions and
limitations on the payment itself have been fully complied with. Except as
provided in this Section 1, no rights under the Program, contingent or
otherwise, shall be transferable, assignable or subject to any pledge or
encumbrance of any nature, nor shall the Company or any of its Subsidiaries be
obligated, except as otherwise required by law, to recognize or give effect to
any such transfer, assignment, pledge or encumbrance.
SECTION 2. Notices. The Company may require all elections contemplated
by the Program to be made on forms provided by it. All notices, elections and
other communications pursuant to the
<PAGE>
40
Program shall be in writing and shall be effective when received by the Company
at the following address:
The Pittston Company
1000 Virginia Center Parkway
P. O. Box 120070
Glen Allen, VA 23058-4229
Attention of Vice President -- Human Resources
SECTION 3. Limitation on Rights of Employee. Nothing in this Program
shall be deemed to create, on the part of any Employee, beneficiary or other
person, (a) any interest of any kind in the assets of the Company or (b) any
trust or fiduciary relationship in relation to the Company. The right of an
Employee to receive any Shares shall be no greater than the right of any
unsecured general creditor of the Company.
SECTION 4. No Contract of Employment. The benefits provided under the
Program for an Employee shall be in addition to, and in no way preclude, other
forms of compensation to or in respect of such Employee. However, the selection
of any Employee for participation in the Program shall not give such Employee
any right to be retained in the employ of the Company or any of its Subsidiaries
for any period. The right of the Company and of each such Subsidiary to
terminate the employment of any Employee for any reason or at any time is
specifically reserved.
SECTION 5. Withholding. All distributions pursuant to the Program shall
be subject to withholding in respect of income and other taxes required by law
to be withheld. The Company shall establish appropriate procedures to ensure
payment or withholding
<PAGE>
41
of such taxes. Such procedures may include arrangements for payment or
withholding of taxes by retaining Shares otherwise issuable in accordance with
the provisions of this Program or by accepting already owned Shares, and by
applying the fair market value of such Shares to the withholding taxes payable.
SECTION 6. Amendment and Termination. The Committee may from time to
time amend any of the provisions of the Program, or may at any time terminate
the Program. No amendment or termination shall adversely affect any Units (or
distributions in respect thereof) which shall theretofore have been credited to
any Employee's Incentive Account. In conjunction with the termination of the
Program, the Committee may in its discretion determine whether the value of all
Units credited to any or all of the Incentive Accounts under the Program shall
be distributed in Shares as promptly as practicable after such termination.