Non-Employee Directors' Stock Option Plan - Pittston Co.
THE PITTSTON COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(As Amended and Restated as of January 14, 2000)
ARTICLE I
Purpose of the Plan
The Pittston Company Non-Employee Directors' Stock Option Plan (the
"Plan") is amended and restated as of January 14, 2000 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 (the "Exchange").
The purpose of the Plan continues to be to attract and retain the
services of experienced independent directors for The Pittston Company (the
"Company") by encouraging them to acquire a proprietary interest in the Company
in the form of shares of Pittston Brink's Group Common Stock (the "Common
Stock"). The Company intends this Plan to provide those directors with
additional incentive to further the best interests of the Company and its
shareholders.
ARTICLE II
Administration of the Plan
This Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board is authorized to interpret this Plan and may
from time to time adopt such rules and regulations for carrying out this Plan as
it deems best. All determinations by the Board pursuant to the provisions of
this Plan shall be made in accordance with and subject to applicable provisions
of the Company's by-laws, and all such determinations and related orders or
resolutions of the Board shall be final, conclusive and binding on all persons.
All authority of the Board provided for in or pursuant to this Plan, including,
without limitation, the authority set forth in Articles III and IX may also be
exercised by the Compensation and Benefits Committee of the Board or by such
other committee of the Board as the Board may designate for the purpose.
ARTICLE III
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Eligibility; Number and Price of Option Shares
SECTION 3.01. Options shall be granted only to directors ("Non-Employee
Directors") who are not also employees of the Company or any of its
subsidiaries.
SECTION 3.02. Subject to the provisions of Section 3.04, the maximum
number of shares of Common Stock which may be issued pursuant to options granted
under this Plan on and after January 14, 2000, shall be (i) 125,874 plus (ii)
the number of shares of each class of Common Stock issuable pursuant to options
outstanding under this Plan on March 17, 1997, reduced by (iii) the number of
shares of each class of Common Stock issued after March 17, 1997 pursuant to
options granted under this Plan, but prior to January 14, 2000. The number of
shares in (ii) and (iii) shall be adjusted to reflect the Exchange.
SECTION 3.03. The purchase price per share of Common Stock under each
option shall be 100% of the Fair Market Value of a share of Common Stock covered
by such option at the time such option is granted.
SECTION 3.04. In the event of any dividend payable in Common Stock or
any split or combination of Common Stock, (a) the number of shares of Common
Stock which may be issued under this Plan shall be proportionately increased or
decreased, as the case may be, (b) the number of shares of Common Stock
(including shares subject to options not then exercisable) deliverable pursuant
to grants theretofore made shall be proportionately increased or decreased, as
the case may be, and (c) the aggregate purchase price of shares subject to any
such grant shall not be changed. Any option subsequently granted pursuant to
Sections 4.02 and 4.03 shall be for a number of shares reflecting such increase
or decrease. In the event of any other recapitalization, reorganization,
extraordinary dividend or distribution or restructuring transaction (including
any distribution of shares of stock of any Subsidiary or other property to
holders of shares of any Common Stock) affecting the shares of Common Stock, the
number of shares of Common Stock issuable pursuant to any option theretofore
granted (whether or not then exercisable), and/or the option price per share of
such option, shall be subject to appropriate adjustment; provided, however, that
such option shall be subject to only such adjustment as shall be necessary to
maintain the proportionate interest of the optionee and preserve, without
exceeding, the
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value of such option. In the event of a merger or share exchange in which the
Company will not survive as an independent, publicly owned corporation, or in
the event of a consolidation or of a sale of all or substantially all of the
Company's assets, provision shall be made for the protection and continuation of
any outstanding options by the substitution, on an equitable basis, of such
shares of stock, other securities, cash, or any combination thereof, as shall be
appropriate; provided, however, that such options shall be subject to only such
adjustment as shall be necessary to maintain the proportionate interest of the
optionee and preserve, without exceeding, the value of such options.
ARTICLE IV
Grant of Options
SECTION 4.01. Grants under this Plan shall relate to the Company's
Common Stock. Each option shall constitute a nonqualified stock option not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
SECTION 4.02. On July 1, 2000, and on July 1 of each subsequent year,
each Non-Employee Director who is a member of the Board as of each such date
shall automatically be granted an option to purchase 1,258 shares of Common
Stock (or, in the case of an adjustment pursuant to Section 4 of Article III,
the number of shares of Common Stock determined as provided in said Section 4);
provided, however, that the annual automatic grant shall be an option to
purchase 2,517 shares of Common Stock if approved by the Company's shareholders
at the Company's 2000 annual meeting of shareholders. Each such option shall be
exercisable in full six months after the date of grant.
SECTION 4.03. All instruments evidencing options granted under this
Plan shall be in such form, consistent with this Plan, as the Board shall
determine.
ARTICLE V
Non-Transferability of Options
No option granted under this Plan shall be transferable by the optionee
otherwise than by will or by the laws of descent and
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distribution, and any such option shall be exercised during the lifetime of the
optionee only by the optionee or the optionee's duly appointed legal
representative; provided, however, that, in the sole discretion of the Board, an
option may be transferable to immediate family members (or to trusts therefor)
of an optionee granted such option on such terms and conditions as the Board
shall determine. For the purposes of this provision, an optionee's immediate
family shall mean the optionee's spouse, children and grandchildren (including
stepchildren).
ARTICLE VI
Exercise of Options
SECTION 6.01. Each option granted under this Plan shall terminate on
the tenth anniversary of the date of grant, unless sooner terminated as provided
in this Plan. Except in cases provided for in Article VII, each option may be
exercised only while the optionee is a Non-Employee Director.
SECTION 6.02. A person electing to exercise an option shall give
written notice to the Company of such election and of the number of shares of
Common Stock such person has elected to purchase, and shall tender the full
purchase price of such shares, which tender shall be made in cash or cash
equivalent (which may be such person's personal check) at the time of purchase
or in shares of Common Stock already owned by such person (which shares shall be
valued for such purpose on the basis of their Fair Market Value on the date of
exercise), or in any combination thereof. The Company shall have no obligation
to deliver shares of Common Stock pursuant to the exercise of any option, in
whole or in part, until the Company receives payment in full of the purchase
price thereof. No optionee or legal representative, legatee or distributee of
such optionee shall be or be deemed to be a holder of any shares of Common Stock
subject to such option or entitled to any rights as a shareholder of the Company
in respect of any shares of Common Stock covered by such option until such
shares have been paid for in full and issued by the Company.
ARTICLE VII
Termination of Options
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SECTION 7.01. In the case of a Non-Employee Director who ceases to
serve as such for any reason other than voluntary resignation (excluding
retirement) or failure to stand for reelection notwithstanding an invitation to
continue to serve as a Non-Employee Director and is entitled to receive a
distribution from The Pittston Company Directors' Stock Accumulation Plan, (a)
any option to the extent exercisable at the date of ceasing so to serve may be
exercised, and (b) any option that is not yet exercisable at the date of such
cessation may be exercised on or after the date on which it would become
exercisable had the optionee continued to serve as a Non-Employee Director until
such date; provided, however, that no option may be exercised after the earlier
of (i) three years after the optionee's cessation of service as a Non-Employee
Director or (ii) the termination date of the option.
SECTION 7.02. In the case of a Non-Employee Director who dies while
serving as such or within six months of his or her cessation of service as a
Non-Employee Director (under the circumstances described in Section 7.01), all
the Non-Employee Director's outstanding options shall be fully vested and may be
exercised within one year after the date of such death, but not later than the
termination date of the option, by the person designated in the optionee's last
will and testament or, if none, by the legal representative of the optionee's
estate.
SECTION 7.03. In the case of a Non-Employee Director (other than one to
whom Section 7.02 applies) who dies after ceasing to serve as such, all the
Non-Employee Director's options shall be terminated except that any option to
the extent exercisable by the Non-Employee Director at the date of ceasing so to
serve may be exercised within one year after the date of death, but not later
than the termination date of the option, by the Non-Employee Director's estate
or by the person designated in the Non-Employee Director's estate or by the
person designated in the Non-Employee Director's last will and testament.
SECTION 7.04. In the case of a Non-Employee Director (other than one to
whom Section 7.01, 7.02 or 7.03 is applicable) who ceases to serve as such for
any reason, all the Non-Employee Director's options shall be terminated except
that any option to the extent exercisable at the date of ceasing so to serve may
be exercised within one year after such date, but not later than the termination
date of the option.
ARTICLE VIII
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Miscellaneous Provisions
SECTION 8.01. Each option shall be subject to the requirement that, if
at any time the Board shall determine that the listing, registration or
qualification of the shares of Common Stock subject to such option upon any
securities exchange or under any state or Federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such option or the issue of
Common Stock pursuant thereto, no option may be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free from any conditions not reasonably acceptable to
the Board.
SECTION 8.02. The Company may establish appropriate procedures to
ensure payment or withholding of such income or other taxes, if any, as may be
provided by law to be paid or withheld in connection with the issue of shares of
Common Stock under this Plan.
SECTION 8.03. Nothing in this Plan shall be construed either to give
any Non-Employee Director any right to be retained in the service of the Company
or to limit the power of the Board to adopt additional compensation arrangements
(either generally or in specific instances) for directors of the Company or to
change such arrangements as in effect at any time.
ARTICLE IX
Plan Termination and Amendments
SECTION 9.01. The Board may terminate this Plan at any time, but this
Plan shall in any event terminate on May 11, 2008, and no options may thereafter
be granted, unless the shareholders shall have approved its extension. Options
granted in accordance with this Plan prior to the date of its termination may
extend beyond that date.
SECTION 9.02. The Board may from time to time amend, modify or suspend
this Plan, but no such amendment or modification without the approval of the
shareholders shall:
(a) increase the maximum number (determined as provided in
this Plan) of shares of Common Stock which may be issued
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(i) to any one Non-Employee Director or (ii) pursuant to all options
granted under this Plan;
(b) permit the grant of any option at a purchase price less
than 100% of the Fair Market Value of the Common Stock covered by such
option at the time such option is granted;
(c) permit the exercise of an option unless arrangements are
made to ensure that the full purchase price of the shares as to which
the option is exercised is paid at the time of exercise; or
(d) extend beyond May 11, 2008, the period during which
options may be granted.
ARTICLE X
Definitions
Wherever used in this Plan, the following terms shall have the meanings
indicated:
Fair Market Value: With respect to shares of Common Stock, the average
of the high and low quoted sale prices of a share of such stock on the date in
question (or, if there is no reported sale on such date, on the last preceding
date on which any reported sale occurred) on the New York Stock Exchange
Composite Transactions Tape.
Subsidiary: Any corporation of which stock representing at least 50% of
the ordinary voting power is owned, directly or indirectly, by the Company.