Providence & Worcester Railroad (PWX) Inactive
Filed: 16 Aug 05, 12:00am
Exhibit 4.3
Providence and Worcester Railroad Company
All Star/Anniversary Safety Incentive Plan
This Providence and Worcester Railroad Company All Star/Anniversary Safety
Incentive Plan (the "Plan") is adopted by Providence and Worcester Railroad
Company (the "Company") for the purpose of advancing the interests of the
Company by providing compensation to participating employees for the achievement
of outstanding safety records.
1. Definitions. For purposes of this Plan, the following terms
shall have the meanings set forth below:
"Administrator" means the person(s) appointed by the Compensation
Committee of the Board to administer the Plan as provided in Paragraph 2
hereof.
"Board" means the Board of Directors of Providence and Worcester
Railroad Company.
"Common Shares" means shares of the Company's common stock, $.50 par
value per share.
"Company" means Providence and Worcester Railroad Company, a Rhode
Island corporation.
"Effective Date" means January 1, 2004.
"Injury" means a reportable injury according to the regulations of the
Federal Railroad Administration.
"Participant" means an employee who meets the requirements of
eligibility described in Paragraph 3 hereof.
"Plan Year" means the calendar year.
"Stock Bonus" means a bonus paid pursuant to the terms of the Plan in
the form of the Company's Common Stock.
"Team" means the American League Team and/or the National League Team,
as applicable, as described in Paragraph 5 hereof.
2. Administration. The Plan shall be administered by the
Administrator. The Administrator may establish, subject to the
provisions of the Plan, such rules and regulations as it deems
necessary for the proper administration of the Plan, and make such
determinations and take such actions in connection therewith or in
relation with the Plan as it deems necessary or advisable, consistent
with the Plan.
3. Eligibility and Participation. Any person who is employed by
the Company under the terms of a collective bargaining agreement and
any other employee as determined by the Company's Safety Director, in
his or her sole discretion, shall participate in the Plan.
4. Stock Bonus Awards. The Company shall make Stock Bonus awards
annually. Participants in the Plan shall receive Stock Bonus awards
from the Company as they become eligible in accordance with Paragraphs
5 and 6 hereof.
5. All Star Safety Awards. The American League Team shall consist of
Company employees who are members of the United Transportation Union
and Transportation Communications International Union. The National
League Team will consist of Company employees who are members of the
Brotherhood of Railroad Signalmen. Management employees of the Company
shall not be eligible to participate. The All Star program shall begin
on January 1st of each year. For each calendar quarter that a Team
goes without an Injury, each Team member will accrue a possible five
(5) Common Shares. For any calendar quarter for which a Team has an
Injury, Team members will not accrue any possible shares. At the end
of each Plan Year, the members of the Team that has the fewer Injuries
will be awarded their accrued shares (if any), plus an additional 5
shares per Team member (the "Winner's Bonus") for being the winning
Team. If both Teams have the same number of Injuries, the members of
the Team with the fewest lost time days resulting from such Injuries
shall be awarded their accrued shares plus the Winner's Bonus. If both
Teams end the Plan Year with no Injuries, the accrued shares plus the
Winner's Bonus shall be awarded to all members of both Teams.
6. Anniversary Safety Awards. During any Plan Year, a Participant who
shall have or will have completed the numbers of continuous Plan Years
without an Injury as set forth below shall be awarded the number of
Common Shares applicable to such anniversary as set forth below.
1 year 10 Common Shares
5 years 25 Common Shares
10 years 50 Common Shares
15 years 65 Common Shares
20 years 80 Common Shares
25 years 100 Common Shares
30 years 120 Common Shares
35 years 140 Common Shares
40 years 160 Common Shares
45 years 180 Common Shares
50 years 200 Common Shares
7. Plan Awards.
(a) As promptly as practicable after the end of each Plan Year, the
Company will cause the Common Shares awarded to each Participant
eligible in accordance with Paragraphs 5 and/or 6 hereof to be
registered in the name of such Participant, or if the Participant
so directs by written notice to the Treasurer of the Company
prior to the end of such Plan Year, in the name of the
Participant and one such other person as may be designated by the
Participant, as joint tenants with rights of survivorship or as
tenants by the entireties, to the extent permitted by applicable
law. A Participant shall have all of the rights and privileges of
a shareholder with respect to all Common Shares registered in the
Participant's name, subject, however, to the restrictions
described in subparagraph (b) below.
(b) Common Shares awarded to any Participant pursuant to the Plan may
not be sold, exchanged, transferred, pledged, hypothecated, or
otherwise disposed of by the Participant for a period of three
years after the date of such award, other than by will or the
laws of descent and distribution.
(c) No certificates for Common Shares will be delivered to a
Participant until the expiration of the restrictions described in
subparagraph (b) above. Upon written request of the Participant
at any time after the expiration of such restrictions, the
Company shall deliver to the Participant stock certificates
representing the Common Shares registered in his or her name.
8. Shares Subject to the Plan. The Common Shares to be issued and
delivered to the Company pursuant to the Plan may be either authorized
but unissued shares or treasury shares of the Company. The aggregate
number of Common Shares of the Company which may be issued under the
Plan shall not exceed 25,000 shares; subject, however, to the
adjustment provided in Paragraph 10 hereof, in the event of stock
dividends, exchanges of shares or the like occurring after the
Effective Date of the Plan.
9. Compliance with Securities Laws. Common Shares issued by the Company
pursuant to this Plan shall be granted and issued only in full
compliance with all applicable securities laws, including laws, rules
and regulations of the Securities and Exchange Commission and
applicable state Blue Sky Laws. With respect thereto, the Board may
impose such conditions on transfer, restrictions and limitation as it
may deem necessary and appropriate to ensure compliance with such
applicable securities laws.
10. Share Adjustments. In the event there is any change in the Company's
Common Shares resulting from stock splits, stock dividends,
combinations or exchanges of shares, or other similar capital
adjustments, equitable proportionate adjustments shall automatically
be made without further action by the Administrator in the number of
shares available for award under the Plan.
11. Amendment or Termination. The Administrator may terminate this Plan at
any time, and may amend the Plan at any time or from time to time;
provided, however, that any amendment that would increase the
aggregate number of shares that may be issued under the Plan,
materially increase the benefits accruing to employees under the Plan,
or materially modify the requirements as to eligibility for
participation in the Plan shall be subject to the approval of the
Board.
12. Tax Withholding. Any Stock Bonus awarded hereunder shall provide
appropriate arrangements for the satisfaction by the Company and the
Participant of all federal, state, local or other income, excise or
employment taxes or tax withholding requirements applicable to the
receipt of Common Shares as determined by the Administrator.
13. No Effect on Employment Status. The fact that an employee has been
granted a Stock Bonus under this Plan shall not limit or otherwise
qualify the right of the Company to terminate the employee's
employment at any time.
14. Rhode Island Law to Govern. This Plan shall be construed and
administered in accordance with and governed by the laws of the State
of Rhode Island.
IN WITNESS WHEREOF, the Company has caused this Safety Incentive Plan to be
executed by its duly authorized officer as of the 1st day of January, 2004.
PROVIDENCE AND WORCESTER RAILROAD
COMPANY
By /s/ Mary A Tanona
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Name: Mary A. Tanona
Title: Secretary and General Counsel