AMENDED 1993 LONG-TERM INCENTIVE PLAN
OF
ARMCO INC.
PREFATORY NOTE: The 1993 Long-Term Incentive Plan (the "Original
Plan") of Armco Inc. (the "Corporation") was adopted by the shareholders
of the Corporation on April 23, 1993. Any "Awards" (as such term is
defined in the Original Plan) granted under the Original Plan prior to
the effectiveness of the amendment and restatement of the Original Plan
as provided below shall continue to be subject to the terms and
conditions of the Original Plan as in effect immediately prior to such
amendment and restatement.
Upon adoption by the shareholders of the Corporation, the Original
Plan is amended and restated to read in its entirety as set forth below:
1. Purpose. The purpose of the Amended and Restated 1993
Long-Term Incentive Plan (as so amended and restated, the "Plan") is to
advance the interests of Armco Inc. (the "Corporation") and its
Affiliates by providing a larger personal and financial interest in the
success of the Corporation and its Affiliates to selected Employees upon
whose judgment, interest and special efforts the Corporation and its
Affiliates are largely dependent for the successful conduct of their
operations and to enable the Corporation and its Affiliates to compete
effectively with others for the services of new Employees as may be
needed for the continued improvement of the enterprise. It is believed
that such interests will stimulate the efforts of such Employees on
behalf of the Corporation and its Affiliates and strengthen their desire
to remain in the employ of the Corporation and its Affiliates.
2. Definitions.
As used in the Plan, the following terms shall have the
meanings set forth below:
(a) "Affiliate" shall mean any entity (i) which is
controlled, directly or indirectly, by the Corporation, or (ii) in which
the Corporation has a significant equity interest, as determined by the
Committee.
(b) "Award" shall mean any award of an Option, SAR,
Restricted Stock, Performance Unit, or Other Stock Unit Award granted
pursuant to the provisions of the Plan.
(c) "Award Instrument" shall mean any written agreement or
other instrument or document evidencing any Award granted by the
Committee hereunder.
(d) "Board" shall mean the Board of Directors of the
Corporation.
(e) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(f) "Committee" shall mean a committee of the Board, which
initially shall be the Compensation Committee of the Board, composed of
three or more directors, which committee shall be authorized to
administer the Plan and shall be constituted in such a manner as to
satisfy the requirements of applicable law.
(g) "Corporation" shall mean Armco Inc.
(h) "Derivative Security" shall mean, except to the extent
excluded from the definition of a "derivative security" under the rules
promulgated pursuant to Section 16 of the Exchange Act, any option,
warrant, convertible security, stock appreciation right or similar right
related to an "equity security" within the meaning of Section 16 of the
Exchange Act.
(i) "Employee" shall mean any key employee of the
Corporation or of any Affiliate.
(j) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated
thereunder.
(k) "Fair Market Value" shall mean, with respect to any
property, the market value of such property determined by such methods
or procedures as shall be established from time to time by the
Committee.
(l) "Incentive Stock Option" shall mean any Option granted
under Section 7 hereof that is intended to meet the requirements of
Section 422 of the Code.
(m) "Legal Representative" shall mean, with respect to any
Participant, any legal representative or guardian which (i) is a mere
custodian with respect to the property of such Participant, (ii) stands
in a fiduciary relationship to such Participant and (iii) is subject to
court supervision in the performance of its duties as a legal
representative or guardian.
(n) "Nonstatutory Stock Option" shall mean any Option
granted under Section 6 hereof that is not intended to be an Incentive
Stock Option.
(o) "Officer" shall mean any Participant who is subject to
Section 16 of the Exchange Act.
(p) "Option" shall mean any right granted to a Participant
under the Plan allowing such Participant to purchase Shares at such
price or prices and during such period or periods as the Committee shall
determine.
(q) "Other Stock Unit Award" shall mean any right granted
to a Participant under the Plan pursuant to Section 11 hereof.
(r) "Participant" shall mean any Employee who is selected
by the Committee to receive an Award under the Plan. Any Employee
(other than a member of the Committee) shall be eligible to be so
selected.
(s) "Performance Period" shall mean the period established
by the Committee at the time any Performance Unit is awarded or at any
time thereafter during which any performance goals specified by the
Committee with respect to such Award are to be measured.
(t) "Performance Unit" shall mean any unit granted pursuant
to Section 10 hereof.
(u) "Person" shall mean any "person" as such term is used
in Sections 13(d)(3) and 14(d) of the Exchange Act.
(v) "Restricted Stock" shall mean shares of restricted
stock awarded to a Participant pursuant to Section 9 hereof.
(w) "SAR" shall mean any stock appreciation right granted
to a Participant pursuant to Section 8 hereof.
(x) "Shares" shall mean the common stock of the
Corporation, and such other securities of the Corporation as the
Committee may from time to time determine.
(y) "Tandem SAR" shall mean any SAR exercisable only upon
surrender of the Option related to such SAR.
3. Administration. The Plan shall be administered by the
Committee. The Committee shall have full power and authority to (i)
select the Employees to whom Awards may be granted under the Plan, (ii)
determine the size and types of Awards to be granted to each such
Employee, (iii) determine the terms and conditions, not inconsistent
with the provisions of the Plan, governing such Awards, (iv) interpret
the Plan and any instrument or agreement entered into under the Plan,
(v) establish such rules and regulations as it shall deem
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appropriate for the administration of the Plan and (vi) take such other
action as it deems necessary or desirable for the administration of the
Plan. The interpretation and construction of any provision of the Plan,
or any Award Instrument, by the Committee shall be final, conclusive
and binding on all parties.
The Committee may delegate to the chief executive officer
and other senior officers of the Corporation its responsibilities with
respect to grants of Awards to Employees who are not Officers, including
the selection of the recipients of such Awards.
4. Effectiveness of Plan. The Plan shall become effective
upon adoption by the shareholders of the Corporation on April 24, 1998
and shall remain effective until April 23, 2008 or such earlier date as
the Board shall determine. In the event of the termination of the Plan
by the Board, any Award outstanding under the Plan at that time shall
remain in effect in accordance with its terms and conditions and those
of the Plan.
5. The Shares. Subject to adjustment as provided in Section
12 hereof, the total number of Shares available for grant under the Plan
from and after its effective date shall be 45,048,848. All Shares
subjected under the Plan to an Award which, for any reason, expires or
terminates as to such Shares, or with respect to which other
consideration is paid in lieu of such Shares, shall again be available
for grant under the Plan; provided, however, that Shares as to which an
Incentive Stock Option has been surrendered in connection with the
exercise of a related SAR shall not increase the number of shares
available for grants of Incentive Stock Options.
6. Options. Options, which shall be evidenced by Award
Instruments, shall be subject to the terms and conditions set forth in
the Plan and such other terms and conditions not inconsistent herewith
as the Committee may approve and may be granted either alone or in
addition to other Awards granted under the Plan. Except as hereinafter
provided, all Options granted pursuant to the Plan shall be subject to
the following terms and conditions:
(a) Price. The purchase price of the Shares shall be
determined by the Committee in its sole discretion, provided, however,
that (i) if the purchase price of the Shares is pre-established for the
full duration of the Option, it shall never be less than 100% of the
Fair Market Value of the Shares on the date of the grant of the Option,
or (ii) if the purchase price of the Shares varies based on an index or
other variable, it shall not start at less than 100% of the Fair Market
Value of the Shares on the date of the grant of the Option. The
purchase price shall be paid in full at the time of purchase in cash, in
Shares valued at the Fair Market Value of the Shares on the date of
purchase, in any combination thereof or in such other form of
consideration as the Committee may determine. In addition, if the
Committee so provides, an Option may be exercised by delivering a
properly executed exercise notice together with irrevocable instructions
to a broker to deliver promptly to the Corporation the amount of sale or
loan proceeds necessary to pay the purchase price and applicable
withholding taxes in full and such other documents as the Committee
shall determine. The purchase price shall be subject to adjustment as
provided in Section 12 hereof.
(b) Duration and Exercise of Options. Options may be
granted for such terms as the Committee shall establish. Options shall
be exercisable as provided by the Committee at the time of grant
thereof.
(c) Surrender of Options. The Committee may require the
surrender of outstanding Options as a condition precedent to the grant
of new Options.
(d) Form of Settlement. In its sole discretion, the
Committee may provide at the time of grant of an Option, that Restricted
Stock or other similar securities or other Awards may be issued upon
exercise of such Option, or the Committee may reserve the right so to
provide after the time of grant.
(e) Other Terms and Conditions. Options may also contain
such other provisions, which shall not be inconsistent with any of the
foregoing terms, as the Committee shall deem appropriate. The maximum
number of Shares with respect to which Options may be granted to any
Employee under this Plan during any calendar year is 500,000, subject to
adjustment as provided in Section 12.
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7. Incentive Stock Options. The Committee may grant
Incentive Stock Options under the Plan. Incentive Stock Options granted
pursuant to the Plan shall be subject to all the terms and conditions
set forth in Section 6 hereof and to the following terms and conditions:
(i) The term of an Incentive Stock Option shall not exceed
ten years.
(ii) No Incentive Stock Option may be granted under the Plan
if such grant, together with any applicable prior grants which are
incentive stock options within the meaning of Section 422 of the Code,
would cause any limitation established under the Code for incentive
stock options to be exceeded, not taking into account any acceleration
of the exercisability of any Options pursuant to any term or condition
included in such Options by the Committee.
8. Stock Appreciation Rights. Stock appreciation rights
("SARs") may be granted either alone or in addition to other Awards
granted under the Plan and may, but need not, relate to an Option. Any
SAR related to a Nonstatutory Stock Option may be granted at the same
time such Option is granted or at any time thereafter before the
exercise or expiration of such Option. Any SAR related to an Incentive
Stock Option must be granted at the same time such Option is granted.
Upon the exercise of an SAR, the Participant shall be
entitled to receive for each Share covered by the SAR so exercised the
excess of (i) the Fair Market Value of one Share on the date of exercise
or, if the Committee shall so determine in the case of any such SAR
other than one related to an Incentive Stock Option, at any time during
a specific period before the date of exercise, over (ii) the option
exercise price per Share specified in the related Option, if any, and if
none, the Fair Market Value of one Share on the date the SAR is granted.
Any payment by the Corporation in respect of an SAR may be made in cash,
Shares, Restricted Stock, or other Award, or any combination thereof, as
the Committee in its sole discretion shall determine.
In addition to the terms and conditions set forth elsewhere
in the Plan, SARs shall be subject to the following terms and conditions
and to such other terms and conditions not inconsistent with the Plan as
the Committee from time to time approves:
(i) A Tandem SAR shall be exercisable, in whole or in
part, only at such times and to the extent that the Option to which it
relates is exercisable and only when the Fair Market Value of the Shares
exceeds the option price of the related Option. An SAR which is related
to an Option but which is not a Tandem SAR shall be exercisable, in
whole or in part, only at such times and to the extent that the Option
to which it relates is exercisable or, if such Option has been
exercised, until the Option to which it relates would have expired had
it not been exercised. An SAR granted without relationship to an Option
shall be exercisable as determined by the Committee.
9. Restricted Stock.
(a) Issuance. The Committee may grant awards of Restricted
Stock for no cash consideration or for such minimum consideration as may
be required by applicable law, either alone or in addition to other
Awards granted under the Plan. Shares of Restricted may be issued with
such terms and conditions, including acceleration and forfeiture and
other provisions and restrictions as the Committee, in its sole
discretion, may impose (including, without limitation, any restriction
on the right to vote such Shares and the right to receive any cash
dividends with respect thereto). Such restrictions may lapse separately
or in combination at such time or times, in installments or otherwise,
as the Committee may deem appropriate, and any such Shares may not be
sold, transferred, pledged, assigned or otherwise disposed of by the
Participant, except as may be otherwise provided, until such
restrictions lapse. All restrictions applicable to any Restricted Stock
shall also apply to any shares resulting from a stock dividend, stock
split or other distribution of Shares with respect to such Restricted
Stock. Upon termination of employment during the restricted period, all
Restricted Stock shall be forfeited, subject to such exceptions, if any,
as are authorized by the Committee relating to termination of employment
pursuant to retirement, disability, death or other special
circumstances.
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(b) Registration. Any Restricted Stock issued hereunder may
be evidenced in such manner as the Committee in its sole discretion
shall deem appropriate, including, without limitation, book-entry
registration or issuance of a stock certificate or certificates. In the
event any stock certificate is issued in respect of shares of Restricted
Stock awarded under the Plan, such certificate shall be registered in
the name of the Participant and shall bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such
Award. In such event, the Committee shall require that the stock
certificates evidencing such Shares be held in custody by the
Corporation until the restrictions thereon shall have lapsed and that,
as a condition of the award of any Restricted Stock, the Participant
shall have delivered a duly signed stock power, endorsed in blank,
relating to the Shares covered by such Award.
10. Performance Units. The Committee may grant awards of
units ("Performance Units") valued by reference to Shares or other
property or measured in dollar amounts, which value may be paid to the
Participant by delivery of such property as the Committee shall
determine, including, without limitation, cash, Shares or any
combination thereof, upon achievement of such performance goals during
the Performance Period as the Committee shall establish at the time of
such grant or thereafter. Performance Units may be issued for no cash
consideration or for such minimum consideration as may be required by
applicable law, either alone or in addition to other Awards granted
under the Plan. The performance criteria to be achieved during any
Performance Period and the length of the Performance Period shall be
determined by the Committee upon the grant of each Performance Unit or
thereafter. The performance levels to be achieved for each Performance
Period and the amount of the Award to be distributed shall be
conclusively determined by the Committee. Performance Units may be paid
in a lump sum or in installments following the close of the Performance
Period or, in accordance with procedures established by the Committee,
on a deferred basis.
11. Other Stock Unit Awards. The Committee may grant other
Awards of Shares and other Awards that are valued in whole or in part by
reference to Shares ("Other Stock Unit Awards"). Other Stock Unit
Awards may be granted for no cash consideration or for such minimum
consideration as may be required by applicable law, either alone or in
addition to other Awards granted under the Plan. Such Other Stock Unit
Awards may be paid in Shares, other securities of the Corporation, cash
or any other form of property as the Committee shall determine. Subject
to the provisions of the Plan, the Committee shall have sole and
complete authority to determine all conditions of Other Stock Unit
Awards.
12. Adjustment of and Changes in the Shares. In the event of
any merger, consolidation, recapitalization, reclassification, stock
dividend, reverse split, distribution of property, special cash dividend
or other change in corporate structure affecting the Shares as
determined by the Committee, the Committee shall make such adjustments
as it deems appropriate to the number, class and option price of Shares
subject to outstanding Options granted under the Plan, and in the value
of, or number or class of Shares subject to, other Awards granted or
available to be granted under the Plan or to individual Employees during
the term of this Plan.
13. Securities Act Requirements. No Award granted pursuant
to the Plan shall be exercisable or realizable in whole or in part, and
the Corporation shall not be obligated to sell any Shares subject to any
such Award, if such exercise, sale or vesting would, in the opinion of
counsel for the Corporation, violate the Securities Act of 1933, as
amended (or other Federal or state statutes having similar
requirements). As a condition precedent to the issuance of Shares
pursuant to the grant or exercise of an Award, the Corporation may
require the Participant to take any reasonable action to meet such
requirements. Each Award shall be subject to the further requirement
that, if at any time the Board shall determine in its discretion that
the listing or qualification of the Shares subject to such Award under
any securities exchange requirements or under any applicable law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such
Award or the issuance of Shares thereunder, certificates for Shares
under the Plan pursuant to such Award will not be delivered unless such
listing, qualification, consent or approval shall have been effected or
obtained free of any condition not acceptable to the Board, and the
Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such requirements.
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14. Amendments and Termination. The Board may amend or
terminate the Plan, and the Committee may amend the terms of any Award
Instrument; provided, however, that, to the extent required by
applicable law or to comply with the shareholder approval requirements
of Section 422 of the Code or applicable stock exchange requirements,
any amendment to the Plan may be subject to the approval of the
shareholders of the Corporation. Amendments to the Plan or to any Award
Instrument may be applied prospectively or retroactively, provided that
no such amendments shall impair the rights of any Participant with
respect to any outstanding Award without such Participant's consent.
The Committee may also substitute new Awards for previously
granted Awards, including without limitation the substitution of Options
having lower option prices than previously granted Options. The
Committee's powers include, but are not limited to, the adoption of such
modifications, amendments, procedures, subplans and the like as may be
necessary to comply with the provisions of the laws of other countries
in which the Corporation or its Affiliates may operate.
15. Change in Control. The Committee may, without limitation
of the breadth of its authority elsewhere in the Plan and
notwithstanding any provision to the contrary contained elsewhere in the
Plan or in any agreement between the Corporation and a Participant,
provide that, upon a change in control (as such may be defined by the
Committee) of the Corporation, the exercisability or release from
restrictions of outstanding Awards may be accelerated, other payments
may be made in respect of outstanding Awards, Options or other Awards
may be surrendered to the Corporation for cash or other consideration
and other consequences with respect to outstanding Awards may result,
all on such terms and conditions as the Committee shall, in its
discretion, provide.
16. General Provisions.
(a) Except as otherwise approved by the Committee, in its
discretion, no Award, or Shares subject to an Award, shall be sold,
assigned, transferred, pledged or otherwise encumbered by a Participant
otherwise than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code
prior to the date on which Shares are issued, or, if later, the date on
which any applicable restriction, performance or reference period
lapses; provided, however, that if so determined by the Committee, a
Participant may, in the manner established by the Committee, designate a
beneficiary to exercise the rights of the Participant with respect to
any Award upon the death of the Participant. Each Award shall be
exercisable, during the Participant's lifetime, only by the Participant
or, if permissible under applicable law, by the Participant's Legal
Representative.
(b) The provisions of Awards need not be the same with respect
to each recipient. Subject to the provisions of the Plan, the term of
each Award shall be such period as may be determined by the Committee.
(c) The Committee may, in its discretion, grant to the holder
of any Award the right to receive interest or interest equivalents, or
the right to receive with respect to each Share covered by such Award
payments of amounts equal to the regular cash dividends paid to holders
of the Shares during the period that the Award is outstanding.
(d) The Corporation shall be authorized to withhold from any
Award granted or payment due under the Plan, in such manner as the
Committee shall determine (including mandatory withholding imposed as a
provision of an Award), the amount of withholding taxes due in respect
of such Award or payment hereunder and to take such other actions as may
be necessary in the opinion of the Corporation to satisfy all
obligations for the payment of such taxes.
(e) Nothing contained herein shall require the Corporation to
segregate any monies from its general funds, or to create any trusts, or
to make any special deposits for any immediate or deferred amounts
payable to any Participant for any year.
(f) Nothing contained in the Plan, or in any Award granted
pursuant to the Plan, shall confer upon any Employee or Participant any
right to continue in the employ of the Corporation or its Affiliates or
limit in any way the right of the Corporation or its Affiliates to
terminate such Participant's employment at any time.
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