Exhibit 10-A
GENERAL PUBLIC UTILITIES CORPORATION
RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
AS AMENDED AND RESTATED AS OF JUNE 2, 1994
GENERAL PUBLIC UTILITIES CORPORATION
RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
1. Purpose. The purpose of this restricted Stock Plan for
Outside Directors (the "Plan") is to enable General Public
Utilities Corporation ("GPU") to attract and retain persons of
outstanding competence to serve on its Board of Directors by
paying such persons a portion of their compensation in GPU Common
Stock pursuant to the terms hereof.
2. Definitions.
(a) The term "Change in Control" shall have the same meaning
as assigned to such term under the definition of such term
contained in Section 7(c) of the 1990 Stock Plan for Employees of
General Public Utilities Corporation and Subsidiaries.
(b) The term "Outside Director" or "Participant" means a
member of the Board of Directors of GPU who is not an employee
(within the meaning of the Employee Retirement Income Security
Act of 1974) of GPU or any of its Subsidiaries. A director of
GPU who is also an employee of GPU or any of its Subsidiaries
shall become eligible to participate in this Plan and shall be
entitled to receive an award of restricted stock upon the
termination of such employment.
(c) The term "Subsidiary" means any corporation 50% or more
of the outstanding Common Stock of which is owned, directly or
indirectly, by GPU.
(d) The term "Service" shall mean service as an Outside
Director.
3. Eligibility. All Outside Directors of GPU shall receive
stock awards hereunder.
4. Stock Awards.
(a) A total of 33,000(1) shares of GPU Common Stock shall be
available for awards under the Plan. Such shares shall be either
previously unissued shares or reacquired shares. Any restricted
shares awarded under this Plan with respect to which the
restrictions do not lapse and which are forfeited as provided
herein shall again be available for other awards under the plan.
(1) Initially, 20,000 shares were authorized to be issued under
the Plan. On May 29, 1991, GPU effected a two-for-one stock
split by way of a stock dividend, leaving 33,000 shares
available for issuance under the Plan on and after July 1,
1991 after giving effect to shares previously awarded.
(b) Each Outside Director shall receive an annual award of
300 shares of GPU Common Stock with respect to each
calendar year or portion thereof, during which he or
she serves as an Outside Director, beginning with the
calendar year 1993. Awards shall be made in January of
each year. However, for the calendar year in which an
Outside Director commences Service, the award of shares
to such Outside Director for such year shall be made in
the month in which his or her Service commences, if his
or her Service commences after January 31 of such year.
All awards of shares made hereunder shall be subject to
the restrictions set forth in Section 5.
(c) Subject to the provisions of Section 5, certificates
representing shares of GPU Common Stock awarded
hereunder shall be issued in the name of the respective
Participants. During the period of time such shares
are subject to the restrictions set forth in Section 5,
such certificates shall be endorsed with a legend to
that effect, and shall be held by GPU or an agent
therefor. The Participant shall, nevertheless, have
all the other rights of a shareholder, including the
right to vote and the right to receive all cash
dividends paid with respect to such shares.
Subject to the requirements of applicable law, certificates
representing such shares shall be delivered to the Participant
within 30 days after the lapse of the restrictions to which they
are subject.
(d) If as a result of a stock dividend, stock split,
recapitalization (or other adjustment in the stated
capital of GPU), or as the result of a merger,
consolidation, or other reorganization, the common
shares of GPU are increased, reduced, or otherwise
changed, the number of shares available and to be
awarded hereunder shall be appropriately adjusted, and
if by virtue thereof a Participant shall be entitled to
new or additional or different shares, such shares to
which the Participant shall be entitled shall be
subject to the terms, conditions, and restrictions
herein contained relating to the original shares. In
the event that warrants or rights are awarded with
respect to shares awarded hereunder, and the recipient
exercises such rights or warrants, the shares or
securities issuable upon such exercise shall be
likewise subject to the terms, conditions, and
restrictions herein contained relating to the original
shares.
5. Restrictions.
(a) Shares are awarded to a Participant on the condition
that he or she serves or has served as an Outside
Director until:
(i) the Participant's death or disability, or
(ii) the Participant's failure to stand for re-
election at the end of the term during
which the Participant reaches age 70; or
(iii) the Participant's resignation or failure to
stand for re-election prior to the end of
the term during which the Participant
reaches age 70 with the consent of the
Board, i.e., approval thereof by a least
80% of the directors voting thereon, with
the affected director abstaining; or
(iv) the Participant's failure to be re-elected
after being duly nominated.
Termination of Service of a Participant for any other reason,
including, without limitation, any involuntary termination
effected by Board action, shall result in forfeiture of all
shares awarded. Notwithstanding the foregoing, upon the
occurrence of a Change in Control, the restrictions set forth in
Section 5(b) hereof to which any shares awarded to a Participant
are then still subject shall lapse, and the termination of the
Participant's Service for any reason at any time after the
occurrence of such Change in Control shall not result in the
forfeiture of any such shares.
(b) Shares awarded hereunder may not be sold, exchanged,
transferred, pledged, hypothecated, or otherwise
disposed of (herein, "Transferred") other than to GPU
pursuant to Section 5(a) during the period commencing
on the date of the award of such shares and ending on
the date of termination of the Outside Director's
Service; provided, however, that in no event may any
shares awarded hereunder be Transferred for a period of
six months following the date of the award thereof,
except in the case of the recipient's death or
disability, other than to GPU pursuant to Section 5(a)
hereof.
(c) Each Participant shall represent and warrant to and
agree with GPU that he or she (i) takes any shares
awarded under the Plan for investment only and not for
purposes of sale or other disposition and will also
take for investment only and not for purposes of sale
or other disposition any rights, warrants, shares, or
securities which may be issued on account of ownership
of such shares, and (ii) will not sell or transfer any
shares awarded or any shares received upon exercise of
any such rights or warrants except in accordance with
(A) an opinion of counsel for GPU (or other counsel
acceptable to GPU) that such shares,s rights, warrants,
or other securities may be disposed of without
registration under the Securities Act of 1933, or (B)
an applicable "no action" letter issued by the Staff of
the Commission.
6. Administrative Committee. An Administrative Committee (the
"Committee") shall have full power and authority to construe and
administer the Plan. Any action taken under the provisions of
the Plan by the Committee arising out of or in connection with
the administration, construction, or effect of the Plan or any
rules adopted thereunder shall, in each case, lie within the
discretion of the Committee and shall be conclusive and binding
under GPU and upon all Participants, and all persons claiming
under or through any of them. Notwithstanding the foregoing, any
determination made by the Committee after the occurrence of a
Change in Control that denies in whole or in part any claim made
by any individual for benefits under the Plan shall be subject to
judicial review, under a "de novo", rather than a deferential,
standard. The Committee shall have as members the Chief
Executive Officer of GPU and two officers of GPU or its
Subsidiaries designated by the Chief Executive Officer. In the
absence of such designation, the other members of the Committee
shall be the Chief Financial Officer and the Secretary of GPU.
7. Approval: Effective Date. The Plan is subject to the
approval of a majority of the holders of GPU's Common Stock
present and entitled to vote at a meeting of shareholders, and of
the Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935. The Plan shall be effective
January 1, 1989.
8. Amendment. The Plan may be amended or repealed by the Board
of Directors of GPU, provided that if any such amendment requires
shareholder approval to meet the requirements of the then
applicable rules under Section 16(b) of the Securities Exchange
act of 1934, such amendment shall require the approval of a
majority of the holders of GPU's Common Stock present and entitled
to vote at a meeting of shareholders, and provided that such
action shall not adversely affect any Participant's rights under
the Plan with respect to awards which were made prior to such
action. Notwithstanding the foregoing, Section 4(b) of the Plan
may not be amended more often than once every six months other
than to comport with changes in the Internal Revenue Code or the
Employee Retirement Income Security Act, or the rules thereunder.