Exhibit 4.2
THE M. W. KELLOGG COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Established Effective April 1, 1994)
I. PURPOSE
The M. W. Kellogg Company Employee Stock Purchase Plan (the
"Plan") is designed to encourage and assist all eligible employees of
the Company, where permitted by applicable laws and regulations, to
acquire an equity interest in Dresser Industries, Inc. through the
purchase of shares of Common Stock.
II. DEFINITIONS
The following words and phrases as used herein shall have the
following meanings unless a different meaning is plainly required by
the context:
(A) Account: As of any given date, (i) the amount of
contributions then made to the Plan by a Participant and not yet
used for the purchase of shares of Common Stock, (ii) the shares
of Common Stock purchased for the Participant, plus any Fractional
Share and dividends on shares of Common Stock held by the
Custodian and (iii) the earnings then accrued on such Fractional
Share and dividends.
(B) Benefits Department: The Employee Benefits Department
of The M. W. Kellogg Company.
(C) Board: The Board of Directors of The M. W. Kellogg
Company.
(D) Code: The Internal Revenue Code of 1986, as amended
from time to time.
(E) Committee: The administrator of the Plan as provided in
Article III hereof.
(F) Common Stock: The Common Stock, par value $0.25 per
share, of Dresser Industries, Inc.
(G) Company: The M. W. Kellogg Company, a Delaware
corporation.
(H) Custodian: The bank or financial institution designated
by the Committee to purchase and hold Participants' shares of
Common Stock and dividends thereon in their Account, and to
perform other administerial functions required by the Plan and
such other duties as the Company shall designate.
(I) Effective Date: April 1, 1994.
(J) Employee: Any U.S. based individual employed by the
Company, excluding, however, officers and directors of Dresser
Industries, Inc.
(K) Fractional Share: Cash equal to less than the price of
a whole share of Common Stock remaining in a Participant's account
following the purchase of whole shares of Common Stock.
(L) Participant: Each Employee who meets the eligibility
requirements of Article V and is participating in the Plan.
(M) Payroll Period: The biweekly pay period for each
Employee that ends at midnight on the Friday prior to the Thursday
on which Employees receive payment from the Employer.
(N) Plan: The M. W. Kellogg Company Employee Stock Purchase
Plan, as amended from time to time.
(O) Purchase Date: The last trading day of the Purchase
Period (or such other date as may be determined by the Committee).
(P) Purchase Period: The period of time during which the
Custodian purchases shares of Common Stock for Participants in the
Plan.
III. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee appointed by
the Board. The Committee shall supervise the administration and
enforcement of the Plan according to its terms and provisions and shall
have all powers necessary to accomplish these purposes and discharge
its duties hereunder including, but not by way of limitation, the power
to (A) employ and compensate agents of the Committee for the purpose of
administering the accounts of participating employees, (B) construe or
interpret the Plan, (C) determine all questions of eligibility and (D)
compute the amount and determine the manner and time of payment of all
benefits according to the Plan hereunder.
The Committee may act by (1) a majority decision of its
members present at a regular or special meeting of the Committee at
which a quorum (majority of Committee members) is present or (2) a
decision reduced to writing and signed by a majority of the members of
the Committee without holding a formal meeting. Vacancies in the
membership of the Committee arising from death, resignation or other
inability to serve shall be filled by appointment of the Board.
IV. NATURE AND NUMBER OF SHARES
The Common Stock subject to the terms of the Plan shall be
previously issued shares of Common Stock.
V. ELIGIBILITY REQUIREMENTS
Each regular full-time Employee of the Company shall become
eligible to participate in the Plan in accordance with Article VI
hereof. Participation in the Plan is voluntary.
VI. ENROLLMENT
Each Employee who is eligible (as described in Article V
hereof) on the Effective Date may enroll in the Plan as of the
Effective Date. Each other Employee who thereafter becomes eligible to
participate may enroll in the Plan on the first Payroll Period
following the date that he or she first meets the eligibility
requirements of Article V. Any eligible Employee not enrolling in the
Plan when first eligible may enroll in the Plan on the first of any
subsequent Payroll Period. Any eligible Employee may enroll or
re-enroll in the Plan on the dates hereinabove prescribed or such other
specific dates as may be established by the Committee from time to
time. In order to enroll, any eligible Employee must complete, sign
and submit the appropriate form to the Benefits Department.
VII. METHOD OF PAYMENT
Payment for shares is to be made through payroll deductions
(with no right of prepayment) with the first such deduction commencing
with the first Payroll Period after the Participant enrolls in the
Plan. Each Participant will authorize such deductions from his or her
compensation for each Payroll Period and such amounts will be deducted
in conformity with the Company's payroll deduction schedule. In
addition, Participants may elect to make a cash lump-sum contribution
to purchase shares of Common Stock under the Plan, in the manner
prescribed by the Committee.
The minimum contribution amount is $5 per Payroll Period for
contributions made through payroll deduction or $100 per payment for
contributions made through the optional lump-sum payment method. The
rate of contribution shall be designated by the Participant in the
enrollment form.
A Participant may elect to increase or decrease the rate of
contribution at any time, but not retroactively. Such change shall be
effective as of the next Payroll Period provided that 10 days prior
written notice has been given to the Benefits Department on a new
enrollment form indicating the revised rate of contribution.
VIII. SUSPENSION OR WITHDRAWAL OF CONTRIBUTIONS
A Participant may suspend payroll deductions at any time by
giving 10 days prior written notice to the Benefits Department on the
appropriate form. A Participant who discontinues contributions to the
Plan may also elect to withdraw contributions at any time as of the
first day of the next following month by giving 10 days prior written
notice to the Benefits Department on the appropriate form. Any
Participant who withdraws contributions will receive (i) cash or
(ii) upon the Participant's request a stock certificate for the number
of shares of Common Stock held by the Participant under the Plan plus a
cash payment equal to any other amounts in the Participant's Account as
soon as practicable. Any Participant who suspends payroll deductions
or withdraws contributions must re-enroll in the Plan in order to
participate.
IX. CREDITING OF PARTICIPANT ACCOUNTS; CUSTODIAN
Contributions shall be credited to each Participant's Account
as soon as administratively feasible after payroll withholding. Shares
of Common Stock and Fractional Shares shall be credited to each
Participant's Account as soon as administratively feasible after the
Purchase Date. Dividends on shares of Common Stock held by the
Custodian for Participants' Accounts will also be credited to such
Participants' Accounts.
Until invested in shares of Common Stock, Fractional Shares
and dividends on shares of Common Stock held by the Custodian shall be
held by the Custodian and shall be credited with interest at the rate
realized for the investment vehicle designated by the Committee for
Fractional Shares and dividends on shares of Common Stock held by the
Custodian.
Amounts representing any Fractional Shares, any dividends on
shares of Common Stock held by the Custodian, and any earnings thereon
will automatically be reinvested in additional shares of Common Stock.
Dividends on shares of Common Stock held of record by Participants will
be delivered directly to such Participants and will not be reinvested
in additional shares of Common Stock.
X. PURCHASE OF SHARES
The Company will forward payroll contributions to the
Custodian each Payroll Period. The Custodian will purchase shares of
Common Stock with each Participant's contributions as soon as
administratively practicable after receipt of the Participant's payroll
and optional lump-sum contributions.
The purchase price per share of Common Stock under the Plan
shall be equal to an average of the "Fair Market Value" of all of the
shares of Common Stock purchased during the Purchase Period for all
Participants in the Plan. The Fair Market Value of a share of Common
Stock on a particular date shall be deemed to be (A) if the shares of
Common Stock are listed on a national securities exchange, the actual
sales price per share of Common Stock on the principal such national
securities exchange on that date, or (B) if the shares of Common Stock
are not so listed but are quoted in the NASDAQ National Market System,
the actual sales price per share of Common Stock on the NASDAQ National
Market System on that date.
Certificates evidencing shares of Common Stock purchased
shall be delivered to the Custodian as soon as administratively
feasible after the Purchase Date, but Participants shall be treated as
the beneficial owners of their shares of Common Stock effective as of
the Purchase Date. The Custodian shall be the record owner of all
shares of Common Stock credited to Participants' Accounts, unless the
Participant elects to be the record owner of such shares. Fractional
Shares shall be delivered to the Custodian as soon as administratively
feasible after the Purchase Date, credited to Participants' Accounts on
the Purchase Date and carried forward for application during the next
Purchase Period.
XI. TERMINATION OF PARTICIPATION
Participation in the Plan terminates immediately when a
Participant ceases to be employed by the Company for any reason
whatsoever (including death or unpaid disability) or the Participant
otherwise becomes ineligible. Participation also terminates
immediately when the Participant voluntarily withdraws contributions
from the Plan. Participation terminates if the Participant elects not
to re-enroll in the Plan or if the Participant has suspended payroll
deductions and has not re-enrolled in the Plan. After termination of
participation and in accordance with procedures established by the
Committee, the Committee shall cause (i) cash or (ii) a certificate for
the number of shares of Common Stock held in the Participant's Account
to be delivered to the Participant (or beneficiary or legal
representative) plus a cash payment equal to any other amounts in the
Participant's Account.
XII. DESIGNATION OF BENEFICIARY; PAYMENT UPON DEATH
Each Participant may designate one or more persons as his or
her beneficiaries in the event of death and may, in his or her sole
discretion, change such designation at any time. Any such designation
shall be effective upon receipt by the Benefits Department and shall
control over any disposition by will or otherwise.
As soon as administratively feasible after the death of a
Participant, a certificate for any shares of Common Stock in the
Participant's Account and an amount in cash equal to any other amounts
in the Participant's Account shall be delivered to the Participant's
designated beneficiaries or, in the absence of such designation, to the
executor, administrator or other legal representative of the
Participant's estate. Such payment shall relieve the Company of
further liability to, or in respect of, the deceased Participant with
respect to the Plan. If more than one beneficiary is designated, each
beneficiary shall receive an equal portion of the Account unless the
Participant has given express contrary instructions.
XIII. NO INTEREST ON REFUNDS AND WITHDRAWALS OF CONTRIBUTIONS
Any refund or withdrawal of contributions that were made to
the Plan during the Purchase Period in which the refund is made shall
not be credited with any interest from the date(s) of such
contributions to the date that such refund or withdrawal is made during
the calendar quarter in which the refund is made. This provision shall
apply irrespective of whether the refund or withdrawal is paid to the
Participant, his or her beneficiary, estate or other legal
representative or anyone else who is entitled thereto. This provision
shall not apply to Fractional Shares or dividends credited to a
Participant's account and deposited with the Custodian, or to the
earnings on such Fractional Shares and dividends.
XIV ASSIGNMENT
The rights of a Participant under the Plan are not assignable
or otherwise transferable except by will or the laws of descent and
distribution. No purported assignment or transfer of such rights of a
Participant under the Plan, whether voluntary, involuntary, by
operation of law or otherwise, shall vest in the purported assignee or
transferee any interest or right therein, but immediately upon such
assignment or transfer, or any attempt to make the same, such rights
shall terminate and become of no further effect. If this provision is
violated, the Participant's election to purchase Common Stock shall
terminate and the only obligation of the Company remaining under the
Plan will be to deliver to the person entitled thereto any shares of
Common Stock in the Participant's Account and an amount in cash equal
to any other amounts in the Participant's Account. No Participant may
create a lien on any funds, securities, rights or other property held
for the account of the Participant under the Plan, except to the extent
that there has been a designation of beneficiaries in accordance with
the Plan, and except to the extent permitted by will or the laws of
descent and distribution if beneficiaries have not been designated. A
Participant's right to purchase shares of Common Stock under the Plan
shall be exercisable only during the Participant's lifetime and only by
him or her.
XV. COSTS
All costs and expenses incurred in administering this Plan
shall be paid by the Company. Any brokerage fees for the sale of
shares of Common Stock purchased under the Plan shall be paid by the
Participant.
XVI. REPORTS
Each calendar quarter, the Custodian shall provide or cause
to be provided to each Participant a report of his or her contributions
and the shares of Common Stock purchased with such contributions by
that Participant. In addition, each Participant will receive the same
information sent to stockholders of Dresser Industries, Inc. generally.
XVII. RIGHTS AS STOCKHOLDER
A Participant will have no rights as a stockholder of Dresser
Industries, Inc. under the election to purchase until he or she becomes
such a stockholder as herein provided. A Participant will become a
stockholder of Dresser Industries, Inc. with respect to shares of
Common Stock for which payment has been completed, as provided in
Article X hereof, at the close of business on the Purchase Date.
XVIII. MODIFICATION AND TERMINATION
The Board of Directors of Dresser Industries, Inc. may amend
or terminate the Plan at any time insofar as permitted by law. In the
event that the Plan is terminated, the Committee may elect to terminate
all outstanding rights to purchase shares of Common Stock under the
Plan either immediately or upon completion of the purchase of shares of
Common Stock on the next Purchase Date, unless the Committee has
designated that the right to make all such purchases shall expire on
some other designated date occurring prior to the next Purchase Date.
If the Plan is terminated, the Committee shall as soon as
administratively feasible cause a certificate for the number of shares
of Common Stock held in each Participant's Account and an amount in
cash equal to any other amounts in such Participant's Account to be
delivered to such Participant (or his or her beneficiary or legal
representative).
XIX. BOARD APPROVAL; EFFECTIVE DATE
This Plan was adopted by the Board on ,
1994. The Plan shall become effective as of April 1, 1994 as the
Committee may designate.
XX. GOVERNMENTAL APPROVALS OR CONSENTS
This Plan and any offering or sale made to Employees under it
are subject to any governmental approvals or consents that may be or
become applicable in connection therewith. Subject to the provisions
of Article XXI hereof, the Board may make such changes in the Plan and
include such terms in any offering under the Plan as may be desirable
to comply with the rules or regulations of any governmental authority.
XXI OTHER PROVISIONS
The agreements to purchase shares of Common Stock under the
Plan shall contain such other provisions as the Committee and the Board
shall deem advisable, provided that no such provision shall in any way
be in conflict with the terms of the Plan.
IN WITNESS WHEREOF, The M. W. Kellogg Company has caused
these presents to be executed by its duly authorized officers in a
number of copies, all of which shall constitute one and the same
instrument, which may be sufficiently evidenced by any executed copy
hereof, this ___ day of ______________, 1994.
THE M. W. KELLOGG COMPANY
By: ___________________________________
ATTEST:
___________________________________
THE M. W. KELLOGG COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Established Effective April 1, 1994)
TABLE OF CONTENTS
ARTICLE PAGE
I. PURPOSE 1
II. DEFINITIONS 1
(A) Account 1
(B) Benefits Department 1
(C) Board 1
(D) Code 1
(E) Committee 1
(F) Common Stock 1
(G) Company 1
(H) Custodian 1
(I) Effective Date 1
(J) Employee 1
(K) Fractional Share 2
(L) Participant 2
(M) Payroll Period 2
(N) Plan 2
(O) Purchase Date 2
(P) Purchase Period 2
III. ADMINISTRATION OF THE PLAN 2
IV. NATURE AND NUMBER OF SHARES 3
V. ELIGIBILITY REQUIREMENTS 3
VI. ENROLLMENT 2
VII. METHOD OF PAYMENT 3
VIII. SUSPENSION OR WITHDRAWAL OF CONTRIBUTIONS 3
IX. CREDITING OF PARTICIPANT ACCOUNTS; CUSTODIAN 4
X. PURCHASE OF SHARES 4
XI. TERMINATION OF PARTICIPATION 4
XII. DESIGNATION OF BENEFICIARY; PAYMENT UPON DEATH 5
XIII. NO INTEREST ON REFUNDS AND WITHDRAWALS OF
CONTRIBUTIONS 5
XIV. ASSIGNMENT 5
XV. COSTS 6
XVI. REPORTS 6
XVII. RIGHTS AS STOCKHOLDER 6
XVIII. MODIFICATION AND TERMINATION 6
XIX. BOARD APPROVAL; EFFECTIVE DATE 6
XX. GOVERNMENTAL APPROVALS OR CONSENTS 7
XXI. OTHER PROVISIONS 7
THE M. W. KELLOGG COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Established Effective April 1, 1994)