1988 Stock Option Plan - Pittston Co.
THE PITTSTON COMPANY
1988 STOCK OPTION PLAN
(As Amended and Restated as of January 14, 2000)
ARTICLE I
Purpose of the Plan
The Pittston Company 1988 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 enable key employees of The
Pittston Company (the "Company") and its Subsidiaries to acquire a proprietary
interest in the Company in the form of shares of its common stock. The Company
intends this Plan to encourage those individuals who are expected to contribute
significantly to the Company's success to accept employment or continue in the
employ of the Company and its Subsidiaries, to enhance their incentive to
perform at the highest level, and, in general, to further the best interests of
the Company and its shareholders.
ARTICLE II
Administration of the Plan
SECTION 2.01. Subject to the authority as described herein of the Board
of Directors of the Company (the "Board"), this Plan shall be administered by a
committee (the "Committee") designated by the Board, which shall be composed of
at least three members of the Board, all of whom are non-employee directors
within the meaning of Rule 16b-3(b)(3) issued under the Securities Exchange Act
of 1934, as amended (the "Act") and satisfy the requirements for an outside
director pursuant to Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), and any regulations issued thereunder. Until otherwise
determined by the Board, the Compensation and Benefits Committee designated by
the Board shall be the Committee under this Plan. The Committee is authorized to
interpret this Plan as it deems best. All determinations by the Committee shall
be made by the affirmative vote of a majority of its members, but any
determination reduced
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to writing and signed by a majority of its members shall be fully as effective
as if it had been made by a majority vote at a meeting duly called and held.
Subject to any applicable provisions of the Company's by-laws or of this Plan,
all determinations by the Committee or by the Board pursuant to the provisions
of this Plan, and all related orders or resolutions of the Committee or the
Board, shall be final, conclusive and binding on all persons, including the
Company and its shareholders and those receiving options under this Plan.
SECTION 2.02. All authority of the Committee provided for in or
pursuant to this Plan, including that referred to in Section 2.01, 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 Plan, the actions of the Board shall
control.
ARTICLE III
Eligibility
Only persons who are Employees, including individuals who have agreed
to become Employees as provided in Article XII, shall be eligible to receive
option grants under this Plan. Neither the members of the Committee nor any
member of the Board who is not an Employee shall be eligible to receive any such
grant.
ARTICLE IV
Stock Subject to Grants under this Plan
SECTION 4.01. Grants under this Plan shall relate to Common Stock
("Common Stock") of the Company and may be made in the form of incentive stock
options or nonqualified stock options.
SECTION 4.02. Subject to Section 4.03, the maximum number of shares of
Common Stock which may be issued pursuant to options exercised under this Plan
on and after January 14, 2000, shall be (i) 1,505,225 shares 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. Such number
of shares of Common Stock shall be reduced by the aggregate number of shares of
such
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Common Stock covered by rights exercised pursuant to Section 6.03 or Section
6.04. Notwithstanding the foregoing, in no event will any Employee be granted
options to purchase more than 223,578 shares of Common Stock in any calendar
year.
SECTION 4.03. In the event of any dividend payable in Common Stock or
any split or combination of Common Stock, (a) the number of shares which may be
issued under this Plan shall be proportionately increased or decreased, as the
case may be, (b) the number of shares (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. 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 Common Stock) the number of shares issuable under this Plan
shall be subject to such adjustment as the Committee or the Board may deem
appropriate, and the number of shares 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 such adjustment as the Committee
or the Board may deem appropriate with a view toward preserving the 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.
ARTICLE V
Purchase Price of Optioned Shares
Unless the Committee shall fix a greater purchase price, the purchase
price per share of Common Stock under any 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.
ARTICLE VI
Grant of Options
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SECTION 6.01. Each option granted under this Plan shall constitute
either an incentive stock option, intended to qualify under Section 422 of the
Code, or a nonqualified stock option, not intended to qualify under said Section
422, as determined in each case by the Committee.
SECTION 6.02. The Committee shall from time to time determine the
Employees to be granted options, it being understood that options may be granted
at different times to the same Employees. In addition, the Committee shall
determine (a) the number of shares of Common Stock subject to each option, (b)
the time or times when the options will be granted, (c) the purchase price of
the shares subject to each option, which price shall be not less than that
specified in Article V, and (d) the time or times when each option may be
exercised within the limits stated in this Plan, which except as provided in the
following sentence shall in no event be less than six months after the date of
grant. All options granted under this Plan shall become exercisable in their
entirety at the time of any Change in Control of the Company.
SECTION 6.03. In connection with any option granted under this Plan the
Committee in its discretion may grant a stock appreciation right (a "Stock
Appreciation Right"), providing that at the election of the holder of a Stock
Appreciation Right, the Company shall purchase all or a part of the related
option to the extent that such option is exercisable at the date of such
election for an amount (payable in the form of cash, shares of Common Stock or
any combination thereof, all as the Committee shall in its discretion determine)
equal to the excess of the Fair Market Value of the shares of Common Stock
covered by such option or part thereof so purchased on the date such election
shall be made over the purchase price of such shares so covered. A Stock
Appreciation Right may also provide that the Committee or the Board reserves the
right to determine, in its discretion, the date (which shall be subsequent to
six months after the date of grant of such option) on which such Right shall
first become exercisable in whole or in part.
SECTION 6.04. In connection with any option granted under this Plan,
the Committee in its discretion may grant a limited right (a "Limited Right")
providing that the Company shall, at the election of the holder of a Limited
Right (which election may be made only during the period beginning on the first
day following the date of expiration of any offer and ending on the 45th day
following such date), purchase all or any part of such option, for an amount
(payable entirely in cash) equal to the
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excess of the Offer Price of the shares of Common Stock covered by such
purchase on the date such election shall be made over the purchase price of such
shares so purchased. Notwithstanding any other provision of this Plan, no
Limited Right may be exercised within six months of the date of its grant.
SECTION 6.05. The authority with respect to the grant of options and
the determination of their provisions contained in Sections 6.01 through 6.04
may be delegated by the Board to one or more officers of the Company, on such
conditions and limitations as the Board shall approve; provided, however, that
no such authority shall be delegated with respect to the grant of options to any
officer or director of the Company or with respect to the determination of any
of the provisions of any of such options.
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ARTICLE VII
Non-Transferability of Options
No option or Stock Appreciation Right (including any Limited Rights)
granted under this Plan shall be transferable by the optionee otherwise than by
will or by the laws of descent and distribution, and any such option or Stock
Appreciation Right (including any Limited Rights) shall be exercised during the
lifetime of the optionee only by the optionee or the optionee's duly appointed
legal representative.
ARTICLE VIII
Exercise of Options
SECTION 8.01. Each incentive stock option granted under this Plan shall
terminate not later than 10 years from the date of grant. Each nonqualified
stock option granted under this Plan shall terminate not later than 10 years and
two days from the date of grant.
SECTION 8.02. Except in cases provided for in Article IX, each option
granted under this Plan may be exercised only while the optionee is an Employee.
An Employee's right to exercise any incentive stock option shall be subject to
the provisions of Section 422 of the Code restricting the exercisability of such
option during any calendar year.
SECTION 8.03. 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 accordance with cash payment arrangements acceptable to the Company for
payment prior to delivery of such shares or, if the Committee so determines
either generally or with respect to a specified option or group of options, 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
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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. A person electing to exercise a Stock Appreciation Right or Limited
Right then exercisable shall give written notice to the Company of such election
and of the option or part thereof which is to be purchased by the Company.
ARTICLE IX
Termination of Options
SECTION 9.01. If an optionee shall cease to be an Employee for any
reason other than death or retirement under the Company's Pension-Retirement
Plan or any other pension plan sponsored by the Company or a Subsidiary, all of
the optionee's options shall be terminated except that any option, Stock
Appreciation Right or Limited Right to the extent then exercisable may be
exercised within three months after cessation of employment, but not later than
the termination date of the option or in the case of a Limited Right not later
than the expiration date of such Right.
SECTION 9.02. If and when an optionee shall cease to be an Employee by
reason of the optionee's early, normal or late retirement under the Company's
Pension-Retirement Plan or any pension plan sponsored by the Company or a
Subsidiary, all of the optionee's options shall be terminated except that (a)
any Stock Appreciation Right or Limited Right to the extent then exercisable may
be exercised within three months after such retirement, but not later than the
termination date of the option or in the case of a Limited Right not later than
the expiration date of such Right, (b) any option to the extent than exercisable
may, unless it otherwise provides, be exercised within three years after such
retirement, but not later than the termination date of the option, unless within
45 days after such retirement the Committee determines, in its discretion, that
such option may be exercised only within a period of shorter duration (not less
than three months following notice of such determination to the optionee) to be
specified by the Committee and (c) any unvested installment of any such option
which is scheduled to become exercisable within three years of the retiree's
date of retirement (unless within 45 days after such retirement the Committee
determines, in its discretion, that such period shall be of shorter duration
(not less than three months following notice of such determination to the
optionee) to be specified by the Committee), may be exercised after the date on
which such
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installment would become exercisable if the retiree had continued to be an
employee until such date; provided, however, that no option may be exercised
after the earlier of (i) three years and three months after the Employee's
retirement or (ii) the termination date of the option.
SECTION 9.03. If an optionee shall die while an Employee or within
three years of his or her retirement (as defined in Section 9.02) (a) all of the
optionee's Stock Appreciation Rights or Limited Rights shall be terminated and
(b) any outstanding option that would have become exercisable within three years
of his or her retirement shall become 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 9.04. If an optionee shall die after ceasing to be an Employee,
all of the optionee's options shall be terminated except that any option (but
not any Stock Appreciation Right or Limited Right) to the extent exercisable by
the optionee at the time of death may be exercised within one year after the
date of death, but not later than the termination date of the option, by the
optionee's estate or by the person designated in the optionee's last will and
testament.
ARTICLE X
Miscellaneous Provisions
SECTION 10.01. Each option grant under this Plan shall be subject to
the requirement that if at any time the Committee shall determine that the
listing, registration or qualification of the shares of Common Stock subject to
such grant 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 making of such grant or
the issue of Common Stock pursuant thereto, then, anything in this Plan to the
contrary notwithstanding, no option may be exercised in whole or in part, and no
shares of Common Stock shall be issued, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free
from any conditions not reasonably acceptable to the Committee.
SECTION 10.02. The Company may establish appropriate procedures to
ensure payment or withholding of such income or
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other taxes as may be provided by law to be paid or withheld in connection with
the issue of shares of Common Stock under this Plan or the making of any
payments pursuant to Section 6.03 or 6.04, and to ensure that the Company
receives prompt advice concerning the occurrence of an Income Recognition Date
or any other event which may create, or affect the timing or amount of, any
obligation to pay or withhold any such taxes or which may make available to the
Company any tax deduction resulting from the occurrence of such event. Such
procedures may include arrangements for payment or withholding of taxes by
retaining shares of Common Stock otherwise issuable to the optionee in
accordance with the provisions of this Plan or by accepting already owned
shares, and by applying the Fair Market Value of such shares to the withholding
taxes payable or to the amount of tax liability in excess of withholding taxes
which arises from the delivery of such shares.
SECTION 10.03. Any question as to whether and when there has been a
retirement under the Company's Pension-Retirement Plan or any other pension plan
sponsored by the Company or a Subsidiary or a cessation of employment for any
other reason shall be determined by the Committee, and any such reasonable
determination shall be final.
SECTION 10.04. All instruments evidencing options granted shall be in
such form, consistent with this Plan and any applicable determinations or other
actions of the Committee and the Board, as the officers of the Company shall
determine.
SECTION 10.05. The grant of an option to an Employee shall not be
construed to give such Employee any right to be retained in the employ of the
Company or any of its Subsidiaries.
ARTICLE XI
Plan Termination and Amendments
SECTION 11.01. 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 11.02. The Board or the Committee may from time to time amend,
modify or suspend this Plan, but no such amendment or modification without the
approval of the shareholders shall:
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(a) increase the maximum number (determined as provided in
this Plan) of shares of Common Stock which may be issued pursuant to
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 prior to delivery of such shares; or
(d) extend beyond May 11, 2008, the period during which option
grants may be made.
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ARTICLE XII
Definitions
SECTION 12.01. Wherever used in this Plan, the following term shall
have the meanings indicated:
Change in Control: A "Change in Control" shall be deemed to occur (1)
upon the approval of the shareholders of the Company (or if such approval is not
required, the approval of the Board) of (A) 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 the Company's Common 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 Common 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 corporation immediately after the
consolidation or merger, or (B) 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, (2) when any "person" (as defined in Section 13(d) of 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 (3) 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.
Employee: Any officer and any other salaried employee of the Company or
a Subsidiary, including (a) any director who is also an employee of the Company
or a Subsidiary and (b) an officer or salaried employee on approved leave of
absence provided such employee's right to continue employment with the Company
or a Subsidiary upon expiration of such employee's leave of absence is
guaranteed either by statute or by contract with or by a policy of the Company
or a Subsidiary. For purposes of
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eligibility for the grant of a nonqualified stock option, such term shall
include any individual who has agreed in writing to become an officer or other
salaried employee of the Company or a Subsidiary within 30 days following the
date on which an option is granted to such individual.
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.
Income Recognition Date: (a) With respect to a nonqualified option or
Stock Appreciation Right or Limited Right, the date of exercise thereof and (b)
with respect to an incentive stock option, the date or which a disqualifying
disposition (within the meaning of Code Section 421) occurs.
Offer: Any tender offer, exchange offer or series of purchases or other
acquisitions, or any combination of those transactions, as a result of which 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 30% of the total voting
power in the election of directors of the Company of Common Stock outstanding
(exclusive of shares held by the Company's Subsidiaries).
Offer Price: The highest price per share of Common Stock paid in any
Offer which is in effect at any time beginning on the 19th day prior to the date
on which a Limited Right is exercised. Any securities or property which are part
or all of the consideration paid for shares of Common Stock in the Offer shall
be valued in determining the Offer Price at the higher of (a) the valuation
placed on such securities or property by the person or persons making such Offer
or (b) the valuation of such securities or property as may be determined by the
Committee.
Subsidiary: Any corporation of which stock representing at least 50% of
the ordinary voting power is owned, directly or indirectly, by the Company.