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 ------------------------------------------------- Name: Mary A. Tanona Title: Secretary and General Counsel
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S-8 Filing
Providence & Worcester Railroad (PWX) Inactive S-8Registration of securities for employees
Filed: 16 Aug 05, 12:00am