Key Employees' Deferred Compensation Program - Pittston Co.
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KEY EMPLOYEES' DEFERRED
COMPENSATION PROGRAM
OF
THE PITTSTON COMPANY
_______________________
As Amended and Restated
as of January 19, 1996
_______________________
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TABLE OF CONTENTS
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PREAMBLE ............................................................ 1
ARTICLE I DEFINITIONS............................................... 2
ARTICLE II ADMINISTRATION......,..................................... 6
SECTION 1 Authorized Shares...................................... 6
SECTION 2 Administration......................................... 7
ARTICLE III DEFERRAL OF CASH INCENTIVE PAYMENTS....................... 8
SECTION 1 Definitions............................................ 8
SECTION 2 Eligibility............................................ 8
SECTION 3 Deferral of Cash Incentive Payments ................... 9
SECTION 4 Matching Incentive Contributions....................... 10
SECTION 5 Allocation of Deferred Amounts Among
Brink's Units, Burlington Units and
Minerals Units........................................ 10
SECTION 6 Irrevocability of Election............................ 12
SECTION 7 Conversion to Units................................... 12
SECTION 8 Adjustments .......................................... 13
SECTION 9 Dividends and Distributions........................... 13
SECTION 10 Allocation of Units as of July 1, 1994................ 14
SECTION 11 Minimum Distribution.................................. 14
ARTICLE IV DEFERRAL OF SALARY........................................ 15
SECTION 1 Definitions............................................ 15
SECTION 2 Eligibility............................................ 15
SECTION 3 Deferral of Salary..................................... 16
(i)
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SECTION 4 Matching Salary Contributions.......................... 17
SECTION 5 Allocation of Deferred Salary
Among Brink's Units, Burlington Units
and Minerals Units..................................... 18
SECTION 6 Irrevocability of Election............................. 19
SECTION 7 Conversion to Units.................................... 20
SECTION 8 Adjustments............................................ 22
SECTION 9 Dividends and Distributions............................ 23
SECTION 10 Minimum Distribution................................... 24
ARTICLE V SUPPLEMENTAL SAVINGS PLAN................................. 25
SECTION 1 Definitions............................................ 25
SECTION 2 Eligibility............................................ 26
SECTION 3 Deferral of Compensation............................... 27
SECTION 4 Matching Contributions................................. 28
SECTION 5 Allocation of Deferred Amounts Among
Brink's Units, Burlington Units and
Minerals Units......................................... 30
SECTION 6 Irrevocability of Election............................. 30
SECTION 7 Conversion to Units.................................... 31
SECTION 8 Adjustments............................................ 34
SECTION 9 Dividends and Distributions............................ 35
ARTICLE VI DISTRIBUTIONS............................................. 36
SECTION 1 Certain Payments on Termination of Employment ......... 36
SECTION 2 Payments Attributable to Matching Incentive
Contributions and Matching Salary Contributions
on Termination of Employment........................... 37
(ii)
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SECTION 3 In-Service Distributions............................... 39
ARTICLE VII DESIGNATION OF BENEFICIARY................................ 40
ARTICLE VIII MISCELLANEOUS............................................. 41
SECTION 1 Nontransferability of Benefits ........................ 41
SECTION 2 Notices................................................ 42
SECTION 3 Limitation on Rights of Employee ...................... 42
SECTION 4 No Contract of Employment.............................. 43
SECTION 5 Withholding............................................ 43
SECTION 6 Amendment and Termination.............................. 44
(iii)
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Key Employees' Deferred Compensation Program of
The Pittston Company
As Amended and Restated
As of January 19, 1996
PREAMBLE
The Key Employees' Deferred Compensation Program of The Pittston
Company (the "Program"), as amended and restated as of January 19, 1996, is a
continuation of the Program as in effect immediately prior to such date. 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 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
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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 is 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 Burlington Group Common Stock. The purpose of these
amendments is to encourage long-term employee investment in equivalents of the
three classes of common stock of the Company.
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:
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.
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Burlington Stock: Pittston Burlington Group Common Stock, par
value $1.00 per share.
Burlington Unit: The equivalent of one share of Burlington Stock
credited to an Employee's Incentive Account.
Change in Control: A Change in Control shall be deemed to have
occurred if either (a) any person, or any two or more persons acting as a group,
and all affiliates of such person or persons, shall own beneficially more than
20% of the total voting power in the election of directors of the Company of all
classes of Shares outstanding (exclusive of shares held by the Company's
Subsidiaries or Foreign Subsidiaries) pursuant to a tender offer, exchange offer
or series of purchases or other acquisitions, or any combination of those
transactions, or (b) there shall be a change in the composition of the Board of
Directors of the Company at any time within two years after any tender offer,
exchange offer, merger, consolidation, sale of assets or contested election, or
any combination of those transactions (a "Transaction"), so that (i) the persons
who were directors of the Company immediately before the first such Transaction
cease to constitute a majority of the board of directors of the corporation
which shall thereafter be in control of the companies that were parties to or
otherwise involved in such first Transaction, or (ii) the number of persons who
shall thereafter be directors of such
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corporation shall be fewer than two-thirds of the number of directors of the
Company immediately prior to such first Transaction. A Change in Control shall
be deemed to take place upon the first to ccur of the events specified in the
foregoing clauses (a) and (b).
Code: The Internal Revenue Code of 1986, as amended from time to
time.
Committee: The Compensation and Benefits Committee of the
Company's Board of Directors, which shall consist of members of the Board of
Directors who qualify as "disinterested persons" as described in
Rule 16b-3(c)(2)(i) promulgated under the Securities Exchange Act of 1934, as
amended.
Company: The Pittston Company.
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.
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.
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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 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.
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 Burlington 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: Brink's Stock, Burlington Stock or Minerals Stock, as the
case may be.
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
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Company and one or more Subsidiaries or by one or more Subsidiaries.
Unit: A Brink's Unit, Burlington Unit or Minerals Unit, as the
case may be.
Year: (a) With respect to the benefits provided pursuant to
Article III, 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 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
SECTION 1. Authorized Shares. The maximum number of Units that
may be credited hereunder is 248,191 Brink's Units, 124,095 Burlington Units and
100,000 Minerals Units. The number of Shares of each class that may be issued or
otherwise distributed hereunder will be equal to the number of Units (of each
class) that may be credited hereunder.
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In the event of any change in the number of shares of Brink's
Stock, Burlington Stock or Minerals Stock outstanding by reason of 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, any distribution to common
shareholders other than cash dividends, or any exchange of Minerals Stock for
Brink's Stock (or if no Brink's Stock is then outstanding, Burlington Stock), or
any exchange of Burlington Stock for Brink's Stock (or if no Brink's Stock is
then outstanding, Minerals Stock), a corresponding adjustment shall be made to
the number or kind of shares that may be deemed issued under the Program by the
Committee. Such adjustment shall be conclusive and binding for all purposes of
the Program.
SECTION 2. 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.
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ARTICLE III
Deferral of Cash Incentive Payments
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 $150,000
(as adjusted for Years after 1995 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
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designated by the Committee. Notwithstanding the foregoing, a newly hired
Employee will be eligible to receive a Matching Incentive Contribution for 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 and/or V) shall be established for each Employee
making such election and Units in respect of
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such deferred payment shall be credited to such Incentive Account as provided
in Section 7 below.
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. Allocation of Deferred Amounts Among Brink's Units,
Burlington Units and Mineral Units. Unless the Committee determines otherwise
prior to the November 15 next preceding any Year, each Employee who elects to
defer a Cash Incentive Payment shall specify in his or her deferral election
what portion (in multiples of 10%) of such deferred Cash Incentive Payment shall
be converted into Brink's Units, Burlington Units and Minerals Units, in
accordance with Section 7 of this Article III. Notice of any
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determination by the Committee pursuant to this Section 5 with respect to any
Year shall be given prior to December 15 of the next preceding Year to each
Employee participating in the benefits provided pursuant to this Article III for
such Year.
Matching Incentive Contributions credited on behalf of an
Employee employed by a Subsidiary or Foreign Subsidiary in the (a) Pittston
Brink's Group shall be converted into Brink's Units, (b) Pittston Burlington
Group shall be converted into Burlington Units or (c) Pittston Minerals Group
shall be converted into Minerals Units, in each case in accordance with
Section 7 of this Article III. Matching Incentive Contributions credited on
behalf of an Employee employed by the Company will be converted into Brink's
Units, Burlington Units and Minerals Units in the proportion that the aggregate
fair market value of outstanding Shares of each of Brink's Stock, Burlington
Stock and Minerals Stock, as the case may be, as reported on the New York Stock
Exchange Composite Transaction Tape as of the last trading day of the Year
preceding the Year in respect of which the underlying Cash Incentive Payment was
made bears to the aggregate price of all such Shares on such date; provided,
however, that such determination shall be made exclusive of Shares held by The
Chase Manhattan Bank (National Association), as trustee under the Trust
Agreement dated December 7, 1992, as amended.
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SECTION 6. Irrevocability of Election. Except as provided in
Section 3 of this Article III, an election to defer Cash Incentive Payments and
the allocation of the deferred amounts among Brink's Units, Burlington Units and
Minerals Units under the Program for any Year shall be irrevocable after the
first day of such Year.
SECTION 7. Conversion to Units. 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, Burlington Units and/or
Minerals Units in accordance with such Employee's election for such Year (or in
the case of Matching Incentive Contributions, in accordance with Section 5 of
this Article III) 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
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 to be allocated to each class of
Units by the average of the high and low per share quoted sale prices of Brink's
Stock, Burlington Stock or Minerals Stock, as the case may be, as reported on
the New York Stock Exchange Composite Transaction Tape on each trading day
during the
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month of December of the Year immediately prior to the crediting of Units.
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, any distribution to common shareholders other than cash
dividends or any exchange of Minerals Stock for Brink's Stock (or, if no Brink's
Stock is then outstanding, Burlington Stock), or any exchange of Burlington
Stock for Brink's Stock (or, if no Brink's Stock is then outstanding, Minerals
Stock).
SECTION 9. Dividends and Distributions. Whenever a cash dividend
or any other distribution is paid with respect to shares of Brink's Stock,
Burlington Stock or Minerals Stock, the Incentive Account of each Employee will
be credited with an additional number of Brink's Units, Burlington Units or
Minerals Units equal to the number of shares of Brink's Stock, Burlington Stock
or Minerals 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 of the class giving rise to the
dividend or
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distribution 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 Units of the class giving rise to the dividend or other
distribution. 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,
Burlington Stock or Minerals Stock, 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. 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 VI; provided, however, that the aggregate value of the
Brink's Stock, Burlington Stock or Minerals 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
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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, Burlington Stock or Minerals Stock, so distributed shall
be considered equal to the average of the high and low per share quoted sale
prices of Brink's Stock, Burlington Stock or Minerals Stock, as the case may be,
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 preceding December 31 (June 30 for the
1994 year) is at least equal to $150,000 (as adjusted for Years after 1994 to
reflect the limitation in
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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 newly hired Employee who is eligible to participate for
his or her initial Year of employment, only
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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 and/or V) 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 7 below.
SECTION 4. Matching Salary Contributions. Effective June 1, 1995,
each Employee who has deferred a percentage of his Salary for a Year pursuant to
Section 2 of
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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 7
below.
SECTION 5. Allocation of Deferred Salary Among Brink's Units,
Burlington Units and Minerals Units. Unless the Committee otherwise determines
prior to the November 15 next preceding any Year, each Employee who elects to
defer a portion of his or her Salary shall specify what portion (in multiples of
10%) of such deferred Salary shall be converted into Brink's Units, Burlington
Units and Minerals Units, in accordance with Section 7 of this Article IV.
Notice of any determination by the Committee pursuant to this Section 5 with
respect to any Year shall be given prior to December 15 of the next preceding
Year to each Employee participating in the benefits provided pursuant to this
Article IV for such Year.
Matching Salary Contributions credited on behalf of an Employee
employed by a Subsidiary or Foreign Subsidiary in the (a) Pittston Brink's Group
shall be
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converted into Brink's Units, (b) Pittston Burlington Group shall be
converted into Burlington Units or (c) Pittston Minerals Group shall be
converted into Minerals Units, in each case in accordance with Section 7 of this
Article IV. Matching Salary Contributions credited on behalf of an Employee
employed by the Company will be converted into Brink's Units, Burlington Units
and Minerals Units in the proportion that the aggregate fair market value of
outstanding Shares of each of Brink's Stock, Burlington Stock and Minerals
Stock, as the case may be, as reported on the New York Stock Exchange Composite
Transaction Tape as of the last trading day of the Year preceding the Year in
which the deferred Salary was earned bears to the aggregate fair market value of
all such Shares on such date; provided, however, that such determination shall
be made exclusive of Shares held by The Chase Manhattan Bank (National
Association), as trustee under the Trust Agreement dated December 7, 1992, as
amended.
SECTION 6. Irrevocability of Election. Except as provided in
Section 3 of this Article IV, an election to defer Salary and the allocation of
the deferred Salary among Brink's Units, Burlington Units and Minerals Units
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.
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SECTION 7. Conversion to Units. The amount of an Employee's
deferred Salary (and related Matching Salary Contributions) for any Year shall
be converted to Brink's Units, Burlington Units and/or Minerals Units in
accordance with such Employee's election for such Year (or in the case of
Matching Salary Contributions, in accordance with Section 5 of this Article IV)
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 Account for such Year to be
allocated to each class of Shares by the average of the high and low per share
quoted sale prices (including any sale prices determined on a when issued basis)
of Brink's Stock, Burlington Stock or Minerals Stock, as the case may be, 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, Burlington Stock or Minerals Stock during the Year. The number of
additional Units shall be equal to the
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number of shares of Brink's Stock, Burlington Stock or Minerals Stock, including
fractional shares (computed to the second decimal place), that could have been
purchased if (a) the number of Brink's Units, Burlington Units or Minerals
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 of the class giving rise to such
dividend or distribution 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 of the class giving rise to the dividend
or other distribution. 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,
Burlington Stock or Minerals Stock, 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.
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
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Units, Burlington Units and/or Minerals Units in accordance with the Employee's
election for the Year of termination in the manner described in this Section 7
based on the quoted sale prices (including any sale prices determined on a when
issued basis) of Brink's Stock, Burlington Stock or Minerals Stock, as the case
may be, 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, Burlington Stock or Minerals 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 7 assuming
that the number of Brink's Units, Burlington Units and Minerals 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 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
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23
similar change in capitalization, or any distribution to common shareholders
other than cash dividends or any exchange of Minerals Stock for Brink's Stock
(or, if no Brink's Stock is then outstanding, Burlington Stock) or any exchange
of Burlington Stock for Brink's Stock (or if no Brink's Stock is then
outstanding, Minerals Stock).
SECTION 9. Dividends and Distributions. Whenever a cash dividend
or any other distribution is paid with respect to shares of Brink's Stock,
Burlington Stock or Minerals Stock, the Incentive Account of each Employee will
be credited with an additional number of Brink's Units, Burlington Units or
Minerals Units equal to the number of shares of Brink's Stock, Burlington Stock
or Minerals 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 of the class giving rise to the
dividend or distribution 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 Units of the class giving rise
to the dividend or other distribution. 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, Burlington Stock or Minerals Stock, as the case may be, as
reported on
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24
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 VI; provided, however, the aggregate value of the
Brink's Stock, Burlington Stock and Minerals 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 such Units were initially so credited. The value of the Brink's Stock,
Burlington Stock and Minerals Stock, so distributed shall be considered equal to
the average of the high and low per share quoted sale prices of Brink's Stock,
Burlington Stock and/or Minerals Stock, as the case may be, as reported on the
New York Stock Exchange Composite Transaction Tape for the last trading day of
the month preceding the month of distribution.
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25
ARTICLE V
Supplemental Savings Plan
SECTION 1. Definitions. Whenever used in this Article V, the
following terms shall have the meanings indicated:
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.
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26
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
(or an annualized basis) as of the preceding December 31 (June 30 for the 1994
Year) is at least equal to $150,000 (as adjusted for Years after 1994 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
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27
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 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
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28
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 and/or IV) 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 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 7 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
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29
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 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.
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30
SECTION 5. Allocation of Deferred Amounts Among Brink's Units,
Burlington Units and Minerals Units. Unless the Committee otherwise determines
prior to the November 15 next preceding any Year, each Employee who elects to
defer Compensation shall specify in his or her deferral election what portion of
such deferred Compensation shall be converted (in multiples of 10%) into Brink's
Units, Burlington Units and Minerals Units, in accordance with Section 7 of this
Article V. Matching Contributions shall be allocated among Brink's Units,
Burlington Units and Minerals Units in the same proportion as deferrals of
Compensation. Notice of any determination by the Committee pursuant to this
Section 5 with respect to any Year shall be given prior to December 15 of the
next preceding Year to each Employee participating in the benefits provided
pursuant to this Article V for such Year.
SECTION 6. Irrevocability of Election. An election to defer
amounts and the allocation of the deferred amounts among Brink's Units,
Burlington Units and Mineral Units under the Program for any Year shall be
irrevocable after 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.
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31
SECTION 7. Conversion to Units. The amount of an Employee's
deferred Compensation and Matching Contributions for any Year shall be converted
to Brink's Units, Burlington Units and/or Minerals Units in accordance with such
Employee's election for such Year 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 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 to be allocated to each class of
Shares 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, Burlington Stock or Minerals
Stock, as the case may be, 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, Burlington Stock or Minerals Stock, as the case may be, as
reported on the
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32
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, Burlington Stock or Minerals
Stock, as the case may be, 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
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, Burlington Stock or Minerals Stock during the Year. The number of
additional Units shall be equal to the number of shares of Brink's Stock,
Burlington Stock and Minerals Stock, including fractional shares (computed to
the second decimal place), that could have been purchased if (a) the number of
Brink's Units, Burlington Units and Minerals
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33
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 of the class giving rise to such dividend or
distribution 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 of the class giving rise to the dividend or
other distribution. 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,
Burlington Stock or Minerals Stock, 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.
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
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34
Units, Burlington Units and/or Minerals Units in accordance with the Employee's
election for the Year of termination in the manner described in this Section 7
based on the quoted sale prices (including any sale prices determined on a when
issued basis) of Brink's Stock, Burlington Stock or Minerals Stock, as the case
may be, 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, Burlington Stock or Minerals 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 7 assuming
that the number of Brink's Units, Burlington Units and Minerals 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 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
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35
similar change in capitalization, any distribution to common shareholders other
than cash dividends or any exchange of Minerals Stock for Brink's Stock (or, if
no Brink's Stock is then outstanding, Burlington Stock), or any exchange of
Burlington Stock for Brink's Stock (or, if no Brink's Stock is then outstanding,
Minerals Stock).
SECTION 9. Dividends and Distributions. Whenever a cash dividend
or any other distribution is paid with respect to shares of Brink's Stock,
Burlington Stock or Minerals Stock, the Incentive Account of each Employee will
be credited with an additional number of Brink's Units, Burlington Units and/or
Minerals Units, equal to the number of shares of Brink's Stock, Burlington Stock
and Minerals 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 of the class giving rise to the
dividend or other distribution 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 Units of the class
giving rise to the dividend or other distribution. 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, Burlington Stock or
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36
Minerals Stock, 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.
ARTICLE VI
Distributions
SECTION 1. Certain Payments on Termination of Employment. Each
Employee who has an Incentive Account shall receive a distribution in Brink's
Stock, Burlington Stock or Minerals Stock, in respect of all 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
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37
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.
The number of shares of Brink's Stock, Burlington Stock or
Minerals Stock to be included in each installment payment shall be determined by
multiplying the number of Brink's Units, Burlington Units or Minerals Units,
respectively, 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,
Burlington Stock or Minerals Stock, as the case may be, 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
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38
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,
Burlington Stock or Minerals Stock, in respect of all Units standing to the
credit of such Employee's Incentive Account attributable to Matching Incentive
Contributions, Matching Salary Contributions and dividends related thereto in
the same manner as provided in Section 1 of this Article VI 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:
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39
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, Burlington Stock or Minerals
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 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, Burlington Stock or Minerals 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, Burlington Units and Minerals 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
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40
effective if (a) such Employee has outstanding at such December 31 an election
pursuant to Article III, IV or V 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, Burlington Stock or
Minerals 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 VI.
ARTICLE VII
Designation of Beneficiary
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
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41
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.
ARTICLE VIII
Miscellaneous
SECTION 1. Nontransferability of Benefits. Except as provided in
Article VII, 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
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42
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 Program shall be in writing
and shall be effective when received by the Company at the following address:
The Pittston Company
100 First Stamford Place
P. O. Box 120070
Stamford, CT 06912-0070
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
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43
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 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.
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44
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.