Exhibit (10)
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Owens Corning
Director's Charitable Award Program
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1. PURPOSE OF THE PROGRAM
The Owens Corning Director's Charitable Award Program
(the "Program") allows each eligible Director of Owens Corning to
recommend that the Owens Corning Foundation (the "Foundation")
make a donation of $1,000,000 to the eligible tax-exempt
organization(s) (the "Donee(s)") selected by the Director, with
the donation to be made, in the Director's name, in ten equal
annual installments, with the first installment to be made as
soon as is practicable after the Director's death. The purpose
of the Program is to recognize the interest of Owens Corning and
its Directors in supporting worthy educational institutions and
other charitable organizations, and to enhance the role of the
Foundation in Owens Corning's charitable giving programs, thereby
enhancing the public image of the Foundation.
2. ELIGIBILITY
All persons serving as Directors of Owens Corning as of July
1, 1993, shall be eligible to participate in the Program upon the
completion of the Program enrollment requirements. All Directors
who join Owens Corning's Board of Directors after that date shall
be immediately eligible to participate in the Program upon
election to the Board and after completing the Program enrollment
requirements.
3. VESTING
All participating Directors serving on the Board as of June
17, 1999 are fully vested in the Program. For Directors elected
to the Board after that date, a Director will be vested upon the
completion of two terms (or six years) of service on the Board.
A Director who dies or becomes totally and permanently disabled
while serving on the Board will be fully vested in the Program.
Accelerated vesting is within the discretion of the Compensation
Committee of the Board of Directors.
4. RECOMMENDATION OF DONATION
When a Director becomes eligible to participate in the
Program, he or she shall make a written recommendation to the
Foundation, on a form approved by Owens Corning for this purpose,
designating the Donee(s) which he or she intends to be the
recipient(s) of the Foundation donation to be made on his or her
behalf. A Director may revise or revoke any such recommendation
prior to his or her death by signing a new Recommendation Form
and submitting it to the Foundation.
5. AMOUNT AND TIMING OF DONATION
Each eligible Director may choose one organization to
receive a Foundation donation of $1,000,000, or two organizations
to receive donations aggregating $1,000,000. Each recommended
organization must be recommended to receive a donation of at
least $100,000. The donation will be made by the Foundation in
ten equal annual installments, with the first installment to be
made as soon as is practicable after the Director's death. If a
Director recommends more than one organization to receive a
donation, each will receive a prorated portion of each annual
installment. Each annual installment payment will be divided
between the recommended organizations in the same proportions as
the total donation amount has been allocated between the
organizations by the Director. However, no donation will be made
to an organization on a Director's behalf unless the Director is
vested in the Program.
Owens Corning will provide the Foundation with the funds needed
to make the donations on a Director's behalf. The necessary
funds will be provided no later than when a donation is payable,
but Owens Corning may also elect, in its discretion, to provide
all or any part of the necessary funds to the Foundation before
the donations become payable.
6. DONEES
In order to be eligible to receive a donation, a recommended
organization must initially, and at the time a donation is to be
made, qualify to receive tax-deductible donations under the
Internal Revenue Code, and be reviewed and approved by the
Foundation. A recommendation will be approved unless it is
determined, in the exercise of good faith judgment, that a
donation to the organization would be detrimental to the best
interests of Owens Corning. A Director's private foundation is
not eligible to receive donations under the Program.
7. FUNDING AND PROGRAM ASSETS
Owens Corning may fund the Program or it may choose not to
fund the Program. If Owens Corning elects to fund the Program in
any manner, neither the Directors nor their recommended Donee(s)
shall have any rights or interests in any assets of Owens Corning
identified for such purpose. Nothing contained in the Program
shall create, or be deemed to create, a trust, actual or
constructive, for the benefit of a Director or any Donee
recommended by a Director to receive a donation, or shall give,
or be deemed to give, any Director or recommended Donee any
interest in any assets of the Program or Owens Corning.
8. AMENDMENT OR TERMINATION
The Board of Directors of Owens Corning may, at any time,
without the consent of the Directors participating in the
Program, amend, suspend, or terminate the Program.
9. ADMINISTRATION
The Program shall be administered by the Human Resources
Division of Owens Corning. The Program Administrator shall have
plenary authority in its discretion, but subject to the
provisions of the Program, to prescribe, amend, and rescind
rules, regulations and procedures relating to the Program. The
determinations of the Program Administrator on the foregoing
matters shall be conclusive and binding on all interested
parties.
10. CHANGE OF CONTROL
If there is a Change Of Control of Owens Corning, the
Program will become irrevocable with respect to the Directors
then participating. Also, Owens Corning will immediately
transfer sufficient assets (including any insurance policies on
the Directors' lives, if appropriate) into a trust, administered
by an independent trustee, so that the trust will have adequate
funds to make the anticipated donations for the Directors then
participating. For the purpose of this Program, the term Change
of Control will be defined as the term is defined in the Stock
Performance Incentive Plan, as amended from time to time.
11. GOVERNING LAW
The Program shall be construed and enforced according to the
laws of the state of Ohio, and all provisions thereof shall be
administered according to the laws of said state.
12. EFFECTIVE DATE
The effective date of the Program is July 1, 1993. A
Director's recommendation will be effective when he or she
completes all enrollment requirements.