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Exhibit 4.1
CURTISS-WRIGHT CORPORATION
1996 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
The Curtiss-Wright Corporation 1996 Stock Plan for Non-employee Directors
is designed to enhance the ability of the Company to attract and retain
exceptionally qualified individuals and to vest them with a proprietary
interest in the growth and performance of the Company.
For purposes of this Plan, unless otherwise indicated, the term "Company"
shall mean Curtiss-Wright Corporation.
1. Eligibility
All directors of the Company who are not during the term of this Plan and
who have not previously been officers or employees of the Company shall
participate in this Plan.
2. Definitions
As used in this Plan, the following terms shall have the meanings set
forth:
(a) "Board" means the Board of Directors of the Company.
(b) A "Change in Control" shall be deemed to have occurred for the
purposes of the Plan on the date of occurrence of any of the events set forth
in clauses (1), (2) and (3) of this subparagraph;
(1) the date the Company acquires knowledge of the filing under the
Exchange Act of a statement on Schedule 13D, or any amendment thereto,
relating to a transaction or series of transactions in which any person or
group deemed a person under Section 13(d)(3) of the Exchange Act shall have
become the beneficial owner, directly or indirectly (with beneficial ownership
determined as provided in Rule 13d-3, or any successor rule, under the
Exchange Act), of securities of the Company entitling the person or group to
20% or more of all votes to which all shareholders of the Company would be
entitled in the election of directors were an election held on such date;
provided, that any shares held prior to January 1, 1996 by a person or group
who filed or who would have been obligated to file a Schedule 13D or 13G with
respect to beneficial ownership of securities of the Company, any affiliate or
associate as of January 1, 1996 of any such person, any beneficiary or any
trust or estate included in any such person or group, any member of the family
of any such person, and trust or estate (including the trustees or executors
thereof) established by or for the benefit of any such person, or any
charitable foundation, whether a trust or a corporation (including the
trustees and directors thereof) established by or for the benefit of any such
person (in each case, an "Existing Shareholder"), shall be excluded from the
shares held by any person or group for purposes of determining whether the
foregoing 20% threshold for securities ownership has been reached by such
person or group; and provided further that, notwithstanding the foregoing, the
securities beneficially owned by any Existing Shareholder shall not be so
excluded from the securities beneficially owned by any person or group if such
person or group includes any person who is not an Existing Shareholder and
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such person or group has beneficial ownership of securities of the Company
having 20% or more of all votes in the election of directors;
(2) the date on which there is a failure of individuals who were
members of the Board as of April 12, 1996 to constitute at least a majority of
the Board, unless the election (or the nomination for election by the
shareholders) of each new director was approved by a vote of at least
two-thirds of the total of such individuals then still in office and such
other directors as may previously have been elected or nominated pursuant to
such a two-thirds vote; or
(3) the date of approval by the shareholders of the Company of an
agreement ( a "reorganization agreement") providing for (i) the merger or
consolidation of the Company with another corporation in which the Company is
not the surviving corporation, or pursuant to which its common stock is
converted, other than a merger where the shareholders of the Company
immediately prior to the merger or consolidation beneficially own, immediately
after the merger or consolidation, shares of the corporation issuing cash or
securities in the merger or consolidation entitling such shareholders to 50%
or more of all votes to which all shareholders of such corporation would be
entitled in the election of directors or where the members of the Board of the
Company immediately prior to the merger or consolidation constitute,
immediately after the merger or consolidation, a majority of the Board of the
corporation issuing cash or securities in the merger or consolidation, or (ii)
the sale or other disposition or liquidation of all or substantially all of
the assets of the Company; provided, however that notwithstanding anything to
the contrary in this Plan, no transaction or series of transactions shall
constitute a "Change in Control" as to any Non-employee Director if such
transaction or series of transactions required such Non-employee Director to
be identified in any United States securities law filing as a person or a
member of any group acquiring, holding or disposing of beneficial ownership of
the Company s securities and effecting a "Change in Control" as defined
herein.
(c) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
(d) "Deferred Cash Account" means an account established under this Plan
for a Non-employee Director to which all or portions of his or her committee
meeting fees and regular stipulated compensation have been or are to be
credited in the form of cash.
(e) "Deferred Shares Account" means an account established under this
Plan for a Non-employee Director to which all or portions of his or her
committee meeting fees and regular stipulated compensation have been or are to
be credited in the form of Shares.
(f) "Fair Market Value" shall mean, with respect to any Shares, the
simple average of the high and low prices of such Shares on the New York Stock
Exchange on the date as to which Fair Market Value is to be calculated (or, if
there is no trading on the New York Stock Exchange on such date, then on the
first previous date on which there is such trading);
(g) "Non-employee Director" shall mean a director who meets the
eligibility requirements of Section 1, hereof;
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(h) "Restricted Stock" shall mean any Shares granted Pursuant to Section
5 of this Plan, provided that such definition shall remain operative only as
to Shares as to which the restrictions set forth herein have not lapsed;
(i) "Shares" shall mean shares of the common stock of the Company, $ 1.00
par value.
3. Administration of this Plan
This Plan shall be administered by the Secretary of the Company (the
"Secretary"). The Secretary shall have full power and authority to construe,
interpret and administer this Plan. The Secretary may issue rules and
regulations for administration of this Plan. All decisions of the Secretary
shall be final, conclusive and binding upon all parties, including the
Company, the stockholders and the directors. In the event of the absence or
inability of the Secretary, any Assistant Secretary shall have the authority
to act in his place.
Subject to the terms of this Plan and applicable law, the Secretary shall
have full power and authority: (i) to interpret and administer this Plan and
any instrument or agreement relating to Restricted Stock granted under this
Plan; (ii) to establish, amend, suspend or waive such rules and regulations
and appoint such agents as the Secretary shall deem appropriate for the proper
administration of this Plan; and (iii) to make any other determination and
take any other action that the Secretary deems necessary or desirable for the
administration of this Plan.
4. Shares Available for Grant
Subject to adjustment as provided below:
(a) Sources of Shares Deliverable Under this Plan. Any Shares granted
pursuant to this Plan shall be from treasury Shares.
(b) Adjustments. In the event that the Secretary shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or occurrence affects the
Shares such that an adjustment is determined by the Secretary to be
appropriate in order to prevent dilution or significant enlargement of the
benefits or potential benefits intended to be made available under this Plan,
then the Secretary shall, in such manner as he or she may deem equitable,
adjust the number of Restricted Stock Shares outstanding hereunder; provided,
however, that any fractional Shares created by such transaction or occurrence
may in the discretion of the Secretary be rounded upwards to full Shares, to
the end that no fractional Shares shall remain outstanding hereunder.
Notwithstanding any such corporate transaction or occurrence, no adjustment
shall be made in the number of Restricted Stock Shares to be granted to new
Non-employee Directors who are elected after the occurrence of any such
corporate transaction or occurrence.
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5. Grants of Restricted Stock
(a) Initial Grants. The Company, as of the effective date of this Plan,
shall grant to each then current Non-employee Director of the Company, that
number of Shares of Restricted Stock as shall have a Fair Market Value of
$13,300, calculated as of the effective date of grant, provided however that
if such calculation shall produce a result that includes fractional Shares,
such fractional Shares shall be rounded upwards to full Shares.
Upon the initial election of any new Non-employee Director of the Company
subsequent to but within five years of the effective date of this Plan, the
Company, as of the effective date of such new Non-employee Director's initial
election, shall grant to such new Non-employee Director that number of Shares
of Restricted Stock as shall have a Fair Market Value equal to the product of
increasing $13,300 at an annual rate of 2.96%, compounded monthly from the
effective date of this Plan, calculated as of the effective date of such new
Non-employee Director's election, provided however that if such calculation
produces a result that includes a fractional Share, such fractional Share
shall be rounded upwards to a full Share.
(b) Subsequent Grants. On the fifth anniversary of the initial grant of
Restricted Stock under this Plan to any Non-employee Director who shall then
remain a Non-employee Director, the Company, as of such anniversary, shall
grant to such remaining Non-employee Director that number of Shares of
Restricted Stock as shall have a Fair Market Value equal to the product of
increasing $13,300 at an annual rate of 2.96%, compounded monthly from the
effective date of this Plan, calculated as of the effective date of the
anniversary in question, provided however that if such calculation produces a
result that includes a fractional Share, such fractional Share shall be
rounded upwards to a full Share.
6. Features of Restricted Stock
(a) Custody of Shares. Restricted Stock Shares granted hereunder shall be
held by the Company or its representative for the account of the recipient
until the restrictions expire, whereupon, assuming no event has occurred that
would effect a forfeiture of the recipient's interest in the Shares, a
certificate or certificates evidencing unrestricted ownership of such Shares
shall be delivered to the recipient.
(b) Share Certificates. Should it become necessary or convenient to issue
certificates for Restricted Stock, such certificates shall be subject to such
stop transfer orders and other restrictions as the Secretary may deem
advisable under this Plan and the rules, regulations, and other requirements
of the Securities and Exchange Commission, any stock exchange upon which such
Shares or other securities are then listed, and any applicable Federal or
state securities laws, and the Secretary may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions.
(c) Nature of Restrictions. During the period of restrictions relevant to
any Restricted Stock issued hereunder neither such Restricted Stock nor any
right under it may be sold, pledged, alienated, attached, transferred,
assigned or otherwise encumbered other than by will or the laws of descent and
distribution or as otherwise provided herein (a transfer may be made pursuant
to a qualified domestic relations order as defined by the Code or Title I of
the Employee Retirement Income Security Act or the rules thereunder), and any
purported sale, pledge, alienation, attachment, transfer, assignment or
encumbrance thereof shall be void and unenforceable against the Company.
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(d) Other Incidents of Ownership. The recipients of the Restricted Stock
shall receive all dividends thereon, and shall be entitled to vote them in any
matter in which shareholders of the Company shall be entitled to vote. All
such rights shall be exercisable during the recipient's lifetime only by the
recipient or, if permissible under applicable law, by the participant's
guardian or legal representative.
(e) Duration of Restrictions. As to each recipient the restrictions on
Restricted Stock granted hereunder shall last for the shorter of (a) five
years from the date of grant or (b) until such time as the service of the
recipient as a Non-employee Director of the Company shall have ended by reason
of his or her (i) death or disability or (ii) failure to be reelected if such
failure does not result from his or her resignation from the Board or from his
or her decision not to stand for reelection, provided, however, that in no
event shall the period of restrictions terminate within less than six months
after the date of grant for any reason other than death or disability.
(f) Forfeiture of Restricted Stock. In the event the recipient's
membership on the Board shall terminate prior to the completion of five years
of service as a Non-employee Director from and after a grant of Restricted
Stock hereunder by reason of his or her resignation from the Board or by
reason of his or her decision not to stand for re-election, all such
Restricted Stock Shares granted to him or her hereunder less than five years
prior to such termination, including all right, title and interest of the
recipient therein, shall be forfeited by the recipient in their entirety and
shall revert to the Company.
(g) Change of Control. Notwithstanding any other provision hereof, a
Change of Control shall result in the immediate lapse of all restrictions on
Restricted Stock that was granted hereunder six months or more prior to the
Change of Control. Upon such event certificates evidencing unrestricted
ownership of Shares that have come free of restriction shall promptly be
delivered to the affected directors, and, to the extent not already done
pursuant to Section 6(b) hereof, certificates reflecting the remaining
restrictions shall promptly be delivered to directors who then have Shares
that have not yet come free of restriction.
7. Payment of Regular Stipulated Compensation and Meeting Fees in Shares;
Deferral of Payments.
(a) Election to Receive Meeting Fees and Regular Stipulated Compensation
in Shares in Lieu of Cash. Subject to the terms and conditions of this Plan, a
Non-employee Director may elect to receive Shares of common stock in lieu of
all or a portion of the director meeting fees and all or a portion of the
quarterly installments of regular stipulated compensation that would otherwise
be payable in cash by the Company for his or her service as a director. Such
election shall be made in accordance with Section 7(c). As to Shares that the
recipient does not elect to defer pursuant to Section 7(b), below, the number
of Shares (rounded up to the next whole Share in the event of a fractional
Share) to be paid in lieu of any meeting fee and any given installment of
regular stipulated compensation, or portion thereof, shall be the quotient
that results from the division of the dollar value of the fee or installment,
or portion thereof, by the Fair Market Value of Shares as of the date the fee
or installment would have become due and payable to the director had it not
been for his or her election hereunder. As to Shares that the recipient does
elect to defer pursuant to Section 7(b), the number of Shares shall be
calculated as in the preceding sentence except that, instead of the Fair
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Market Value, a figure of ninety and nine tenths per cent (90.9%) of the Fair
Market Value shall be used. Except with respect to any Shares the director has
elected to defer pursuant to Section 7(b), certificates representing Shares
payable hereunder shall be delivered to the Non-employee Director as soon as
practicable.
(b) Deferrals of Meeting Fees and Regular Stipulated Compensation.
Subject to the terms and conditions of this Plan, a Non-employee Director may
elect to defer all or a portion of the Shares payable under Section 7(a) and
all or portions of the director meeting fees and installments of regular
stipulated compensation payable in cash by the Company for his or her service
as a director for the calendar year. Such elections shall be made in
accordance with Section 7(c). A Non-employee Director who elects to so defer
shall have any deferred Shares deferred in the form of Shares and any deferred
cash meeting fees and cash installments of regular stipulated compensation
deferred in the form of cash.
(c) Elections.
(1) All elections under Sections 7(a) and 7(b) shall (A) be made in
writing and delivered to the Secretary of the Company and (B) be irrevocable.
All elections for payments or deferrals in the form of Shares shall be made
before July 1 of the year prior to the year in which the Shares or director's
meeting fees and installments of regular stipulated compensation are to be
earned, except that (i) in 1996 an eligible participant's election may be
made within thirty days after the effective date of the Plan, and (ii) in the
case of an individual who becomes a Non-employee Director during a calendar
year the election may be made within thirty days after he or she becomes a
Non-employee Director, provided, however, that in the event of either (i) or
(ii) the election shall not be effective with respect to meeting fees and
installments of regular stipulated compensation earned in whole or in part
during the first six months following the election. Elections for deferrals
in the form of cash under Section 7(b) shall be made on or before December
31 prior to the year the director's meeting fees or installments of regular
stipulated compensation are to be earned, except that (i) in 1996 an eligible
participant's election may be made within thirty days after the effective
date of the Plan, and (ii) in the case of an individual who becomes a
Non-employee Director during a calendar year the election may be made within
thirty days after he or she becomes a Non-employee Director, provided,
however, that in the event of either (i) or (ii) the election shall not be
effective with respect to meeting fees and installments of regular
stipulated compensation earned in whole or in part during such thirty day
period. Deferral elections shall also specify (A) the portions (in 10%
increments) to be deferred and (B) the future date or dates on which deferred
amounts are to be paid or the future event or events upon the occurrence of
which the deferred amounts are to be paid and the method of payment (lump sum
or annual installments of approximately equal amounts (up to 10)), provided,
however, that in no event shall any such election be structured in a manner
that could result in a deferral of less than two years from the date of
election, or that could result in the deferral of any future payment or
installment to a date later than the twenty-fifth anniversary of the date of
the election. In the event of an election under Section 7(a) for director
meeting fees or installments of regular stipulated compensation to be paid in
Shares, the election shall specify the portion (in 10% increments) to be so
paid. Any change with respect to the terms of an election for (A) the payment
of director meeting fees or installments of regular stipulated compensation
under Section 7(a) from Shares to cash or vice versa and (B) the amount of
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any deferral in the form of Shares and the timing or amount of payments from
the Deferred Shares Account shall be effective six months following such
change in the election.
(2) Credit of Deferrals. A Non-employee Director who has elected to
defer Shares under Section 7(b) shall receive a credit to his or her Deferred
Shares Account for each deferral action. The number of Shares so credited for
each deferral action shall be as determined in accordance with Sections 7(a)
and 7(b). A Non-employee Director who has elected to defer cash compensation
under Section 7(b) shall receive a credit to his or her Deferred Cash Account
for each deferral action. The amount of such credit shall equal the amount of
the deferral in question. The timing of each credit under this section shall
be as of the date that the fee or installment to which the credit relates
would have become due and payable to the director had it not been for his or
her election or elections hereunder.
(3) Dividends and Interest. Each time a cash dividend is paid on the
Shares, a Non-employee Director who has Shares credited to his or her
Deferred Shares Account shall receive a credit for such dividends on the
dividend payment date to his or her Deferred Shares Account; provided
dividends paid with respect to Shares granted under Section 7(a) shall not be
credited to the Deferred Shares Account but shall instead be promptly paid
directly to such Non-employee Director unless such director shall have
elected to defer receipt of the Shares to which the dividend relates as
provided in Section 7(b). The amount of the dividend credit shall be the
number of Shares (rounded to the nearest one-hundredth of a Share) determined
by multiplying the dividend amount per Share by the number of Shares credited
to such director's Deferred Shares Account as of the record date for the
dividend and dividing the product by the Fair Market Value per Share on the
dividend payment date. The Cash Account of a Non-employee Director shall be
credited on the first business day of each calendar quarter with interest on
such account's balance at the end of the preceding quarter, payable at a rate
equal to the pre-tax cost of borrowing of the Company on such date as
determined from time to time by the Chief Financial Officer, Controller or
Treasurer of the Company.
(4) Payouts. Deferred Cash Accounts will be paid out in cash and
Deferred Shares Accounts shall be paid out in full Shares, provided, however,
that, on the occasion of the payment of the final installment of Shares to be
made out of a Deferred Shares Account, fractional Shares totaling less than a
full Share shall be rounded upwards to the next full Share. Cash amounts
credited to a Deferred Cash Account and certificates representing Shares
credited to a Deferred Shares Account shall be delivered to the Non-employee
Director as soon as practicable following the termination of the deferral, or
when they would become due in terms of the deferral, and consistent
therewith.
(d) No Stock Rights. The deferral of Shares into a Deferred Shares
Account shall confer no rights upon the Non-employee Director in whose name
such account exists, as a shareholder of the Company or otherwise, with
respect to the Shares held in such Deferred Shares Account, but shall confer
only the right to receive such Shares credited as and when provided herein.
(e) Change in Control. Notwithstanding anything to the contrary in this
Plan or any election, in the event a Change in Control occurs, amounts and
Shares credited to Deferred Cash Accounts and Deferred Share Accounts shall be
promptly distributed to the appropriate Non-employee Directors.
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(f) Beneficiaries. A Non-employee Director may designate at any time and
from time to time a beneficiary for his or her Deferred Cash and Deferred
Shares Accounts in the event either or both of said accounts may be paid out
following his or her death. Such designation shall be in writing in such form
as may be prescribed by the Company and shall be received by the Company at
least 30 days prior to the death to be effective.
8. Amendment and Termination
Except to the extent prohibited by applicable law and unless expressly
provided in this Plan:
(a) Amendments to this Plan. The Board may amend, alter, suspend,
discontinue or terminate this Plan without the consent of any stockholder,
participant, other holder or beneficiary of Restricted Stock or other person;
provided, however, that (a) the provisions of the Plan may not be amended more
than once every six months other than to comport with changes in the Code or
the rules thereunder, and (b) no such action shall:
(i) increase the benefits accruing to directors under this Plan,
(ii) increase the quantum of Stock that may be issued under this
Plan;
(iii) materially modify the requirements as to eligibility for
participation in this Plan; or
(iv) adversely affect the rights under any Restricted Stock
theretofore granted under this Plan or the rights to any amounts or Shares
theretofore credited to a Deferred Cash Account or a Deferred Shares Account.
(b) Correction of Defects, Omissions and Inconsistencies. The Secretary
may correct any defect, supply any omission, or reconcile any inconsistency in
this Plan or any Restricted Stock in the manner and to the extent he or she
shall deem desirable to carry this Plan into effect.
9. General Provisions
(a) Withholding. The Company is authorized to withhold from any
Restricted Stock Shares granted and from any dividends to be paid on
Restricted Stock the amount (in cash, Shares, other securities, or other
property) of any taxes required to be withheld in respect of a grant, payment
or settlement of Restricted Stock Shares or any payment of dividends under
such Restricted Stock Shares or under this Plan and to take such other action
as may be necessary in the opinion of the Company to satisfy all obligations
for the payment of any such taxes.
(b) No Limit on Other Compensation Arrangements. Nothing contained in
this Plan shall prevent the Company from adopting or continuing in effect
other or additional compensation arrangements, and such arrangements may be
either generally applicable or applicable only in specific cases.
(c) No Right to Continued Board Membership. The grant of a benefit
hereunder shall not be construed as giving a participant the right to be
retained as a director of the Company. The Board may at any time fail or
refuse to nominate a participant for election to the Board, and the
stockholders of the Company may at any election fail or refuse to elect any
participant to the Board free from any liability or claim under this Plan or
any grant hereunder.
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(d) Governing Law. The validity, construction, and effect of this Plan
and any rules and regulations relating to this Plan shall be determined in
accordance with the laws of the State of Delaware and applicable Federal law.
(e) Severability. If any provision of this Plan or any grant or deferral
hereunder is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction, or as to any person or any other grant or deferral, or
would disqualify this Plan or any grant or deferral under any law deemed
applicable by the Secretary, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or
deemed amended without, in the determination of the Secretary, materially
altering the intent of this Plan or the grant or deferral, such provision
shall be stricken as to such jurisdiction, person, grant or deferral, and the
remainder of this Plan and any such grant or deferral shall remain in full
force and effect.
(f) No Trust or Fund Created. Neither this Plan nor any grant or
deferral, nor any account pertaining thereto shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship
between the Company and a participant or any other person. To the extent that
any person acquires a right to receive Shares or cash from the Company
pursuant to this Plan, such right shall be no greater than the right of any
unsecured general creditor of the Company.
(g) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to this Plan.
10. Effective Date of this Plan
Contingent upon its approval by a majority of the shareholders of the
Company, this Plan shall be effective as of April 12, 1996.
11. Term of this Plan
No Restricted Stock Shares shall be granted under this Plan on or after
the tenth anniversary of its effective date, nor shall any compensation
payable to a Non-employee Director be payable in Shares or deferred under this
Plan after such anniversary. However, unless otherwise expressly provided in
this Plan or in the restrictions or provisions applying to Restricted Stock
Shares previously issued or deferrals previously made, any Restricted Stock
Shares theretofore granted and deferrals theretofore made may remain
outstanding beyond such date (subject to the provisions of Section 7(c)(1))
and the authority of the Secretary to interpret, construe, administer and make
determinations under this Plan, and the authority of the Board to amend this
Plan, shall extend beyond such tenth anniversary.