REYNOLDS METALS COMPANY
RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
Effective April 20, 1994
ARTICLE I
PURPOSE OF THE PLAN
The purposes of the Plan are to promote a greater identity of
interests between the Company's Directors and its stockholders through
increasing ownership of Company Stock by the Directors and to assist the
Company in attracting and retaining qualified individuals to serve as
Directors by affording them an opportunity to share in the future successes
of the Company.
ARTICLE II
DEFINITIONS
2.01 "Beneficiary" shall mean the individual or entity designated by
the Director to receive, upon the death of the Director, undelivered shares
of Restricted Stock as to which the applicable restrictions have expired.
If no such designation is made, or if the designated individual predeceases
the Director or the entity no longer exists, then the Beneficiary shall be
the Director's estate.
2.02 "Board" shall mean the Board of Directors of the Company.
2.03 "Company" shall mean Reynolds Metals Company, a Delaware
corporation.
2.04 "Company Stock" shall mean the Common Stock of the Company,
without par value, and such other stock and securities as may be
substituted therefor in accordance with Section 5.02.
2.05 "Director" shall mean a member of the Board who is not an
employee of the Company or of one of its subsidiaries.
2.06 "Effective Date" shall mean April 20, 1994.
2.07 "Plan" shall mean this Reynolds Metals Company Restricted Stock
Plan for Outside Directors, as amended from time to time.
2.08 "Restricted Stock" shall mean Company Stock granted to a
Director in accordance with Article III and subject to the restrictions set
forth in Section 4.03.
ARTICLE III
GRANTS OF RESTRICTED STOCK
3.01 On June 1, 1994, each Director elected to office by the
stockholders of the Company on April 20, 1994, shall receive a grant of
1,000 shares of Restricted Stock. Except as otherwise provided in Section
3.02, each individual who becomes a Director after April 20, 1994, shall
receive a grant of 1,000 shares of Restricted Stock 60 days after the date
the individual is first elected to the Board, whether by the Board or by
stockholders.
3.02 If an employee of the Company or of one of its subsidiaries
retires from employment with the Company or its subsidiary, as applicable,
and if such former employee is elected to serve as a Director following
retirement, then such former employee shall become eligible to participate
in the Plan and shall receive a grant of 1,000 shares of Restricted Stock
60 days after the date on which he or she is first elected or reelected to
the Board following his or her retirement.
3.03 So long as he or she remains a Director, an additional grant of
1,000 shares of Restricted Stock shall be made to each Director on June 1
(or on the next business day, if June 1 is not a business day) of the year
in which the restrictions expire as to all the shares covered by such
Director's previous grant under the Plan.
ARTICLE IV
TERMS AND CONDITIONS OF GRANTS
4.01 The terms and conditions set forth in this Article IV shall
apply to each grant of shares of Restricted Stock. If required by the
Company, each such grant shall be evidenced by a written agreement that
sets forth the specific terms of the grant in accordance with the Plan and
that is duly executed by or on behalf of the Company and the Director.
4.02 At the time of each grant, a share certificate or certificates
representing the number of shares of Restricted Stock granted to a Director
shall be registered in the Director's name but shall be held by or on
behalf of the Company for the Director's account. The Director shall
execute and deliver to the Company a stock power duly endorsed in blank
relating to such shares of Restricted Stock. The Director shall have all
the rights and privileges of a stockholder as to such shares of Restricted
Stock, including the right to receive dividends and the right to vote such
shares, subject to the restrictions set forth in Section 4.03.
4.03 The shares of Restricted Stock granted to any Director under
Article III shall be subject to the following restrictions:
(a) Such shares may not be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of until
such time as such restrictions have expired as to such shares as
provided in Section 4.04.
(b) A Director shall not be entitled to delivery of a
share certificate representing any shares of Restricted Stock
until the expiration of such restrictions as to such shares.
4.04 (a) Except as otherwise provided in Section 4.04(b), the
restrictions applicable to shares of Restricted Stock covered by any grant
to any Director shall expire in accordance with the terms of this Section
4.04(a). Restrictions shall expire as to 200 shares of Restricted Stock on
the later of (i) the April 1 immediately following the date of grant or
(ii) the date that is the six-month anniversary of the date of grant, and
restrictions shall expire as to an additional 200 shares on each successive
April 1, so that by the fifth April 1 following the date of grant,
restrictions on all 1,000 shares shall have expired; provided, however,
that restrictions shall expire as to shares of Restricted Stock only if the
Director shall have remained a member of the Board continuously from the
date of grant of such shares to the scheduled expiration date.
(b) If a Director ceases to be a member of the Board because of
death, Disability, or a Change in Control of the Company, the restrictions
on 200 shares of Restricted Stock shall expire as of the later of (i) the
date the Director ceases to be a member of the Board or (ii) the date that
is the six-month anniversary of the date of grant. Such 200 shares shall
be in addition to any shares as to which the restrictions have expired in
accordance with the second sentence of Section 4.04(a).
For purposes of this Section 4.04(b), the term "Disability"
shall have the same meaning as a "total disability" as determined under the
rules and procedures that apply under the Company's Long Term Disability
Plan for Salaried Employees, and the term "Change in Control" shall mean
the occurrence of any of the following dates or events:
(i) a Stock Acquisition Date;
(ii) a Distribution Date; or
(iii) Continuing Directors ceasing to be a majority of the
Board,
with the terms "Stock Acquisition Date," "Distribution Date" and
"Continuing Directors" having the meanings given to them in the Rights
Agreement dated November 23, 1987 between the Company and The Chase
Manhattan Bank, N.A., as initially executed.
4.05 All of the shares of Restricted Stock granted to any Director as
to which the restrictions have not previously expired shall be forfeited
immediately, and all rights of such Director to such shares shall terminate
without further obligation on the part of the Company, if the Director
shall cease to be a member of the Board for any reason other than as set
forth in Section 4.04(b).
4.06 As soon as practicable after the expiration of the restrictions
on any shares of Restricted Stock as herein provided, a share certificate
for such shares shall be delivered, free of all such restrictions, to the
Director (or to the Director's Beneficiary, if applicable) subject to the
withholding requirements of Section 7.04 (if applicable).
ARTICLE V
COMPANY STOCK
5.01 Shares of Company Stock granted or delivered under the Plan may
be authorized but unissued shares, shares reacquired by the Company, or a
combination of both, as the Board may from time to time determine. Shares
of Company Stock granted under the Plan but subsequently forfeited shall
continue to be otherwise available for the purposes of the Plan.
5.02 If any stock dividend is declared upon Company Stock, or if
there is any stock split, stock distribution, or other recapitalization of
the Company with respect to Company Stock, resulting in a split-up or
combination or exchange of shares, the number and kind of shares which may
thereafter be granted under the Plan shall be proportionately and
appropriately adjusted and the number and kind of shares then being held by
the Company as Restricted Stock shall be proportionately and appropriately
adjusted. Any new or additional shares of Restricted Stock, or stock or
other securities substituted therefor, to which a Director may be entitled
under this Section 5.02 shall be subject to all of the terms and conditions
of Article IV.
ARTICLE VI
AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN
The Board may from time to time amend, suspend or terminate the
Plan, in whole or in part; provided, however, that (a) without the
Director's consent, no such amendment, suspension or termination shall
materially adversely affect the rights of any Director in respect of
Restricted Stock previously granted to such Director and (b) the provisions
of the Plan with respect to individuals eligible to participate and the
amount, price and timing of grants hereunder shall not be amended more than
once every six months other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the rules
thereunder. Notwithstanding the foregoing, the Board may, in any
circumstance where it deems such approval necessary or desirable, require
stockholder approval as a condition to the effectiveness of any amendment
or modification of the Plan.
ARTICLE VII
GENERAL PROVISIONS
7.01 Neither the establishment of the Plan nor the payment of any
benefits hereunder nor any action of the Company, including the Board, in
connection therewith shall be held or construed to confer upon any
individual any legal right to remain on the Board.
7.02 No rights or benefits under the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, except by will or the laws of descent and
distribution, and any attempt thereat shall be void. No such right or
benefit shall, before receipt thereof, be in any manner liable for or
subject to the recipient's debts, contracts, liabilities, engagements, or
torts.
7.03 This Plan shall inure to the benefit of, and be binding upon,
the Company and each Director, and upon the successors and assigns of the
Company and of each Director.
7.04 The Company shall not be required to deliver any fractional
share of Common Stock but shall pay, in lieu thereof, the fair market value
(measured as of the date restrictions lapse) of such fractional share to
the Director (or the Director's Beneficiary, if applicable).
7.05 Before the issuance or delivery of any shares of Restricted
Stock on which the restrictions have expired, the Company shall require
payment in cash by the Director of any withholding taxes that the Company
may be required by law to pay with respect to the issuance or delivery of
such shares.
7.06 Except as otherwise required by applicable federal laws, this
Plan shall be governed by, and construed in accordance with, the laws of
the Commonwealth of Virginia.
Executed and adopted this ____ day of April, 1994, pursuant to action
taken by the Executive Committee of the Board of Directors of Reynolds
Metals Company at its meeting on ____________, 1994, by the Board of
Directors of Reynolds Metals Company at its meeting on February 18, 1994,
and by stockholders at the Annual Meeting on April 20, 1994.
REYNOLDS METALS COMPANY
By_______________________________
Title____________________________