Exhibit 4.3
AMCAST
INDUSTRIAL CORPORATION
AMENDED AND RESTATED
1999 DIRECTOR STOCK INCENTIVE PLAN
1. Purpose
The purpose of this 1999 Director Stock Incentive Plan (the "Plan") is
to encourage increased stock ownership of Amcast Industrial Corporation (the
"Company") by members of the Board of directors of the Company who are not
employees of the Company or any of its Subsidiaries and whose continued services
as directors are considered important to the Company's continued progress. The
Plan's additional purpose is to benefit the Company by providing such directors
with a further incentive to continue as directors of the Company and increase
shareholder value.
2. Definitions
(a) "Board" means the Board of Directors of the Company.
(b) "Company" means Amcast Industrial Corporation, an Ohio corporation.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Fair Market Value" means the mean of the high and low sales prices
of a Share on the date when the value of a Share is to be determined, as
reported on the New York Stock Exchange Composite Transaction Tape; or, if no
sale is reported for such date, then on the next preceding date on which a sale
is reported; or, if the Shares are no longer listed on such exchange, the
determination of such value shall be made by the Board in accordance with
applicable provisions of the Code and related regulations promulgated under the
Code.
(e) "Option" means a nonqualified stock option that is not entitled to
special tax treatment under Section 422A of the Code.
(f) "Outside Director" means a director of the Company who is not employed
by the Company or a Subsidiary of the Company.
(g) "Restricted Share" means any common shares of Company stock granted
under the provisions of Section 8 hereof.
(h) "Shares" means the common shares of the Company.
(i) "Subsidiary" means any company more than 50 percent of the voting stock
of which is owned or controlled, directly or indirectly, by the Company.
3. Shares Subject to the Plan
(a) Maximum Number. The maximum number of Shares that may be subject to
Options or Restricted Shares granted pursuant to the Plan shall be one hundred
fifty thousand (150,000), subject to adjustment in accordance with Subsection
3(b). The Shares which may be issued pursuant to Options or Restricted Shares
may be authorized and unissued Shares or Shares held in the Company's treasury.
In the event of an expiration, termination, or cancellation of any Option or
Restricted Shares granted under the Plan without the issuance of Shares, the
Shares subject to such Option or Restricted Share grants shall no longer be
charged against the 150,000 Share maximum and may again be used for new Options
or Restricted Share grants.
(b) Recapitalization Adjustment. In the event of any change affecting
the Shares by reason of any share dividend or split, recapitalization, merger,
consolidation, spin-off, combination or exchange of shares or other corporate
change, or any distributions to a holder of Shares other than cash dividends,
the Committee shall make such adjustment, if any, as it may deem appropriate to
avoid dilution in the number and kind of shares authorized for issuance under
the Plan, in the number and kind of shares covered by Options or Restricted
Share grants, and in the option price of outstanding Options.
4. Administration
The Plan shall be administered by the Board. The Board shall have all
the powers vested in it by the terms of the Plan, such powers to include
authority (within the limitations described herein) to prescribe the form of the
agreement embodying awards of Options or Restricted Share grants made under the
Plan. Grants of Options or Restricted Share grants under the Plan shall be
automatic as provided in Section 6(a). The Board shall, subject to the
provisions of the Plan, have the power to construe the Plan, to determine all
questions arising thereunder, and to adopt and amend such rules and regulations
for the administration of the Plan as it may deem desirable. Any decision of the
Board in the administration of the Plan, as described herein, shall be final and
conclusive. No member of the Board shall be liable for any action taken or
decision made in good faith relating to the Plan or any Option or Restricted
Share grants.
5. Eligibility
Each Outside Director of the Company shall be eligible to participate
in the Plan.
6. Terms and Conditions of Options
Each option granted under the Plan shall be evidenced by a signed
written agreement in such form as the Board shall prescribe from time to time in
accordance with the Plan, and shall comply with the following terms and
conditions:
(a) Automatic Grant of Options. On the first business day of January of
each year, each Outside Director who is a director of the Company on such date
shall automatically be granted an Option for one thousand five hundred (1,500)
Shares. All Options granted under the Plan shall be nonqualified stock options.
The purchase price of a Share under each Option shall be the Fair Market Value
of a Share on the date of grant.
(b) Exercisability and Period of Option. Each Option shall become first
exercisable one year after the date upon which it was granted, provided,
however, that any Option granted pursuant to the Plan shall, if not then
exercisable, become exercisable in full upon the retirement of the Outside
Director because of age ("Retirement") or total and permanent disability (as
determined in the sole discretion of the Board), or upon the death of the
Outside Director. No Option shall be exercisable after the expiration of ten
(10) years from the date upon which such Option is granted. Each Option shall be
subject to termination before its date of expiration as provided in Section 7.
(c) Notice of Exercise and Payment. An Option granted under the Plan
may be exercised by the optionee giving written notice of exercise to the
Secretary of the Company. The Option price for Shares purchased shall be paid in
full at the time such notice is given. An Option shall be deemed exercised on
the date the Secretary receives written notice of exercise, together with full
payment for the Shares purchased. The Option price shall be paid to the Company
either in cash, by delivery to the Company of Shares already owned by the
optionee or in any combination of cash and such Shares. In the event
already-owned Shares are used to pay all or a portion of the Option price, the
amount credited to payment of the Option price shall be the Fair Market Value of
the already-owned Shares on the date the Option is exercised.
(d) Fractional Shares. No fractional Shares shall be issued pursuant to
the exercise of an Option, nor shall any cash payment be made in lieu of
fractional Shares.
(e) Options Nontransferable. Each Option granted under the Plan shall,
by its terms, be nontransferable otherwise than by will or the laws of descent
and distribution, and an Option may be exercised, during the lifetime of the
Outside Director, only by such Outside Director or, if permissible under
applicable law, by the Outside Director's guardian or legal representative. No
Option or interest therein may be transferred, assigned, pledged, or
hypothecated by the optionee during his or her lifetime whether by operation of
law or otherwise, or be made subject to execution, attachment, or similar
process.
7. Termination of Service
(a) Termination of Service Other Than Due to Retirement or Death. In
the event that an Outside Director shall cease to be a director, other than by
reason of Retirement or death, then the Outside Director may exercise the Option
during the nine (9)-month period following such termination, but, in no event,
after the expiration of the Option. In the event that the Option is not
exercised during the nine (9)-month period following termination, it shall
expire at the end of such nine (9)-month period. In the event that an Outside
Director ceases to be a director other than by reason of Retirement or death,
and then dies during the nine (9)-month period following such termination of
service as a director, then the Option may be exercised by a legatee or legatees
of the Outside Director under his last will, or by his personal representatives
or distributees, at any time within a period of one year after the Outside
Director's death, but, in no event, after expiration of the Option. In the event
that the Option is not exercised during the one-year period after the Outside
Director's death, then it shall expire at the end of such one-year period.
(b) Retirement. In the event that an Outside Director shall cease to be
a director because of Retirement, then the Outside Director may exercise the
Option at any time during the remaining term of the Option. In the event that an
Outside Director dies following Retirement, then the Option theretofore granted
to the Outside Director may be exercised by a legatee or legatees of the Outside
Director under his last will, or by his personal representatives or
distributees, at any time during the remaining term of the Option.
(c) Death. In the event that an Outside Director shall cease to be a
director because of death, then the Option theretofore granted to the Outside
Director may be exercised by a legatee or legatees of the Outside Director under
his last will, or by his personal representatives or distributees, at any time
during the remaining term of the Option.
8. Restricted Share Awards
The Board may issue Restricted Shares to a Director which Shares shall
be subject to the following terms and conditions and such other terms and
conditions as the Board may prescribe in connection with the grant of a
Restricted Share Award:
(a) General. With respect to each grant of Restricted Shares, the
Board, in its sole discretion, shall determine the period during which the
restrictions set forth at Subsection 8(a) shall apply to the Restricted Shares
(the "Restricted Period").
(b) Restrictions. At the time of grant of Restricted Shares to a
Director, a certificate representing the number of shares granted shall be
registered in his name but shall be held by the Company for the account of the
Director. The Director shall have the entire beneficial ownership interest in,
and all rights and privileges of a shareholder as to, such Restricted Shares,
including the right to receive dividends and the right to vote such Restricted
Shares, subject to the following restrictions: (i) subject to Section 8(c), the
Director shall not be entitled to delivery of the Share certificate until the
expiration of the Restricted Period; (ii) none of the Restricted Shares may be
sold, transferred, assigned, pledged, or otherwise encumbered or disposed of
during the Restricted Period; and (iii) all of the Restricted Shares shall be
forfeited and all rights of the Director to such Restricted Shares shall
terminate without further obligation on the part of the Company unless the
Director remains a Director of the Company for the entire Restricted Period in
relation to which such Restricted Shares were granted, except as provided by
Section 8(c). Any Shares received with respect to Restricted Shares as a result
of a recapitalization adjustment pursuant to Section 3(b) shall be subject to
the same restrictions as such Restricted Shares.
(c) Termination of Service as a Director.
(i) Retirement. If a Director ceases to be a Director of the
Company prior to the end of a Restricted Period by reason of retirement with the
consent of the Company, the number of Restricted Shares remaining in the
Director's account shall vest in the Director and all restrictions on such
number of Shares shall lapse. A certificate for such Shares shall be delivered
to the Director in accordance with the provisions of Section 8(d) hereof.
(ii) Death. If a Director ceases to be a Director of the
Company prior to the end of a Restricted Period by reason of death, the
Restricted Shares granted to such Director shall immediately vest in his
beneficiary or estate and all restrictions applicable to such Shares shall
lapse. A certificate for such Shares shall be delivered to the Director's
beneficiary or estate in accordance with the provisions of Subsection 8(d).
(iii) All Other Terminations. If a Director ceases to be a
Director prior to the end of a Restricted Period for any reason other than
retirement or death, the Director shall immediately forfeit all Restricted
Shares then subject to the restrictions of Section 8(b) in accordance with the
provisions thereof, except that the Board may, if it finds that the
circumstances in the particular case so warrant, allow a Director whose
employment has so terminated to retain any or all of the Restricted Shares then
subject to the restrictions of Section 8(b) and all restrictions applicable to
such retained shares shall lapse. A certificate for such retained shares shall
be delivered to the Director in accordance with the provisions of Section 8(d).
(d) Payment of Restricted Shares. At the end of the Restricted Period
or at such earlier time as provided for in Subsection 8(c), all restrictions
applicable to the Restricted Shares shall lapse and a Share certificate for a
number of Shares equal to the number of Restricted Shares, free of all
restrictions, shall be delivered to the Director or his beneficiary or estate,
as the case may be.
9. Limitation of Rights
Neither the Plan, nor the granting of an Option or Restricted Share
award nor any other action taken pursuant to the Plan shall constitute or be
evidence of any agreement or understanding, express or implied, that the Company
will retain an Outside Director for any period of time, or at any particular
rate of compensation.
10. Compliance with Laws and Exchange Requirements
No Option or Restricted Share grant shall be granted and no Shares
shall be issued in connection with any Option unless the Option or Restricted
Share grant and the issuance and delivery of Shares upon exercise of the Option
or Restricted Share grant shall comply with all relevant provisions of state and
federal law, including, without limitation, the Securities Act of 1933, the
Securities Exchange Act of 1934, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed.
11. Amendment and Termination of Plan
(a) Amendment. The Board may from time to time amend the Plan, or any
provision thereof, in such respects as the Board may deem advisable.
(b) Termination. The Board may at any time terminate the Plan.
(c) Effect of Amendment or Termination. Any amendment or the
termination of the Plan shall not adversely affect any Option or Restricted
Share grant previously granted and such Option or Restricted Share grant shall
remain in full force and effect as if the Plan had not been amended or
terminated.
12. Notices
Each notice relating to the Plan shall be in writing and delivered in
person or by certified or registered mail to the proper address. Each notice to
the Board shall be addressed as follows: Amcast Industrial Corporation, 7887
Washington Village Drive, Dayton, Ohio 45459, Attention: Secretary. Each notice
to a participant shall be addressed to the participant at the address of the
participant maintained by the Company on its books and records. Anyone to whom a
notice may be given under this Plan may designate a new address by written
notice to the other party to that effect.
13. Benefits of Plan
This Plan shall inure to the benefit of and be binding upon each
successor of the Company. All rights and obligations imposed upon a participant
and all rights granted to the Company under this Plan shall be binding upon the
participant's heirs, legal representatives, and successors.
14. Pronouns and Plurals
All pronouns shall be deemed to refer to the masculine, feminine,
singular or plural, as the identity of the person or persons may require.
15. Effective Date and Term of Plan
The plan shall become effective January 1, 1999. Unless sooner
terminated under Section 10, the Plan shall be in effect for a period of ten
years and automatically terminate on the tenth anniversary of its Effective
Date.