EXHIBIT 10.30
REYNOLDS METALS COMPANY
NEW MANAGEMENT INCENTIVE DEFERRAL PLAN
Effective September 1, 1994
ARTICLE I
PURPOSE OF THE PLAN
The purpose of the Plan is to assist the Company in attracting
and retaining key employees by providing an opportunity for deferred
taxation and capital accumulation.
ARTICLE II
DEFINITIONS
2.01 "Additional Income" shall have the meaning specified in
Section 4.01.
2.02 "Beneficiary" shall mean the individual or entity designated
by the Participant to receive any amounts remaining in the Plan upon the
Participant's death. If no such designation is made, or if the designated
individual predeceases the Participant or the entity no longer exists, then
the Beneficiary shall be the Participant's estate.
2.03 "Company" shall mean Reynolds Metals Company, a Delaware
corporation.
2.04 "Current Compensation" shall mean that portion of Incentive
Compensation which the Participant accepts immediately in return for
services performed for the Company.
2.05 "Deferred Compensation" shall mean that portion of Incentive
Compensation which the Participant elects to defer in the manner provided
for herein, until the time or times selected for payment in accordance with
Section 4.02.
2.06 "Deferral Termination Date" shall mean one of the following
dates, as elected by the Participant: (a) the date on which the Participant
is retired and entitled to an immediate benefit under the New Retirement
Program or (b) the last day of such specified calendar year as the
Participant shall elect; provided, however, that the year specified in any
election under (b) must be at least five (5) years from the year during
which the Incentive Compensation subject to the deferral is earned; and
further provided, that regardless of any election made under (b), a
Participant's actual Deferral Termination Date shall in no event be later
than the date on which the Participant is actually retired and entitled to
an immediate benefit under the New Retirement Program.
2.07 "Effective Date" shall mean September 1, 1994.
2.08 "Eligible Employee" shall mean such officers and other key
employees of the Company and its subsidiaries who are recommended by the
Chief Executive Officer of the Company each year as eligible to defer
Incentive Compensation hereunder.
2.09 "Incentive Compensation" shall mean the cash incentive
payable to Eligible Employees under the Company's Performance Incentive
Plan.
2.10 "New Retirement Program" shall mean the Company's New
Retirement Program for Salaried Employees, as amended from time to time.
2.11 "Participant" shall mean an Eligible Employee who submits a
written request pursuant to the terms of this Plan for deferral of
Incentive Compensation.
2.12 "Performance Incentive Plan" shall mean the Reynolds Metals
Company Performance Incentive Plan, as amended from time to time.
2.13 "Plan" shall mean this Reynolds Metals Company New
Management Incentive Deferral Plan.
2.14 "Plan Committee" shall mean the committee appointed by the
Board of Directors of the Company to administer the Plan.
ARTICLE III
ELECTIONS TO DEFER INCENTIVE COMPENSATION
3.01 Each calendar year during the term of the Plan, each
Eligible Employee, whether or not then a Participant, shall have the right
to elect to defer the receipt of up to 85% of the Incentive Compensation to
be earned by such Eligible Employee in respect of such calendar year. At
the election of the Eligible Employee, the amount deferred may be expressed
(a) as a percentage of Incentive Compensation, in multiples of 5%, (b) as a
dollar amount, in multiples of $100, or (c) as either a percentage of the
amount or a dollar amount, in each case, in excess of a floor amount
specified by the Eligible Employee. In no case, however, may the total
amount deferred be less than $2,000 nor more than 85% of the Eligible
Employee's Incentive Compensation for the year. At the same time a
deferral election is made under this Section 3.01, the Eligible Employee
shall also elect the Deferral Termination Date applicable to such Deferred
Compensation, as provided in Section 2.06, and the method of payment of
such Deferred Compensation, as provided in Section 4.02.
3.02 With respect to Incentive Compensation earned for any year,
the elections referred to in Section 3.01 must be made during September of
such year unless another time period is specified by the Plan Committee.
3.03 The elections referred to in Section 3.01 shall be
irrevocable as to the Incentive Compensation to which such elections apply,
except as otherwise provided herein.
ARTICLE IV
PAYMENT OF DEFERRED COMPENSATION
4.01 All Deferred Compensation shall be increased by an amount of
additional income (hereinafter referred to as "Additional Income") computed
at a specified rate and compounded annually on December 31st from the date
the Incentive Compensation would have been paid if it were Current
Compensation through the December 31st immediately preceding the date of
each payment. Each calendar year, before elections are made with regard to
Incentive Compensation to be earned in respect of such calendar year, the
Plan Committee shall determine the rate applicable to Incentive
Compensation deferred for that year. This rate shall apply to amounts
deferred for that year until all such amounts are paid out. Deferred
Compensation and any applicable Additional Income shall be paid in cash
following the applicable Deferral Termination Date in accordance with the
provisions of Section 4.02.
4.02 A Participant's Deferred Compensation and Additional Income
shall be paid to such Participant in a single lump sum payment or in annual
installments over a period of five (5) or ten (10) years, as elected by the
Participant, following the applicable Deferral Termination Date. Such
election as to payment period shall be made by the Participant at the same
time as the election of the Deferral Termination Date in accordance with
Article III of this Plan. Lump sum payments shall be paid as soon as
administratively feasible in the January following the year in which the
Deferral Termination Date occurs. Annual installments, which shall be in
equal amounts and shall consist of Deferred Compensation and the Additional
Income applicable thereto, shall be paid as soon as administratively
feasible each January of each calendar year following the year in which the
Deferral Termination Date occurs.
4.03 If a Participant's employment with the Company and its
subsidiaries terminates at a time when the Participant is not entitled to
an immediate benefit under the New Retirement Program, or if the
Participant becomes disabled for purposes of the New Retirement Program, or
if the Participant dies, any remaining unpaid portion of such Participant's
Deferred Compensation and Additional Income shall be accelerated and paid
to the Participant (or to the Participant's Beneficiary, as the case may
be) in a single lump sum as soon as administratively feasible in the
January following the year in which the Participant's termination,
disability or death occurs.
4.04 (a) Upon receipt of a written request from a Participant
(or if the Participant is not competent to manage his affairs, from a
Participant's legal representative), the Plan Committee may direct that all
or any part of the undelivered portion of Deferred Compensation (together
with the Additional Income applicable thereto) be accelerated and paid in a
lump sum if it finds, in its sole discretion, that the Participant has
incurred a substantial unforeseen hardship. For purposes of this
subsection (a), a substantial unforeseen hardship is a severe financial
hardship resulting from extraordinary and unforeseeable circumstances
arising as a result of one or more recent events beyond the control of the
Participant. In no event, however, may accelerated payments be made to the
extent such hardship is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of the
Participant's assets, to the extent the liquidation of such assets would
not itself cause severe hardship, or (iii) by cessation of deferrals under
the Plan. Acceleration of payments because of a substantial unforeseen
hardship may only be permitted to the extent reasonably necessary to
satisfy the hardship.
(b) The Plan Committee may direct that all unpaid Deferred
Compensation (together with the Additional Income applicable thereto) be
accelerated and paid in a lump sum if it finds, in its sole discretion,
that a major challenge to the control of the Company exists or if, in
conjunction with the termination of the Plan, the Plan Committee finds, in
its sole discretion, that other extraordinary circumstances make such
acceleration of payments in the best interest of the Company.
(c) Subsections (a) and (b) above shall apply both to Incentive
Compensation deferred in previous years and to Incentive Compensation being
deferred during the year in which the acceleration of payments is approved,
except that no Deferred Compensation shall be paid out prior to the date
such Deferred Compensation would be payable if it were Current
Compensation.
ARTICLE V
ADMINISTRATION
The Plan Committee shall have full responsibility and authority
to interpret and administer the Plan, including the power to promulgate
rules of Plan administration, the power to settle any disputes as to rights
or benefits arising from the Plan, the power to appoint agents and delegate
its duties, and the power to make such decisions or take such actions as
the Plan Committee, in its sole discretion, deems necessary or advisable to
aid in the proper administration of the Plan. Actions and determinations
by the Plan Committee shall be final, binding and conclusive for all
purposes of this Plan.
ARTICLE VI
AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN
The Board of Directors of the Company may from time to time
amend, suspend or terminate the Plan, in whole or in part, except that no
such amendment, suspension or termination shall materially adversely affect
the rights of any Participant in respect of Deferred Compensation
previously earned by such Participant and not yet paid.
ARTICLE VII
FUNDING
No promises under this Plan shall be secured by any specific
assets of the Company, nor shall any assets of the Company be designated as
attributable or allocated to the satisfaction of such promises. Benefit
payments shall be made from the Company's general assets.
ARTICLE VIII
GENERAL PROVISIONS
8.01 All elections by a Participant hereunder shall be made in
writing by the completion and delivery to the Company of forms prescribed
for such purpose within the time limits established with respect to such
election.
8.02 Neither the establishment of the Plan nor the payment of any
benefits hereunder nor any action of the Company, including its Board of
Directors, in connection therewith shall be held or construed to confer
upon any individual any legal right to remain an officer or an employee of
the Company.
8.03 No benefit 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 benefit shall, prior to receipt
thereof, be in any manner liable for or subject to the recipient's debts,
contracts, liabilities, engagements, or torts.
8.04 This Plan shall inure to the benefit of, and be binding
upon, the Company and each Participant, and upon the successors and assigns
of the Company and of each Participant.
8.05 The Company shall deduct from the amount of any payments
hereunder all taxes required to be withheld by applicable laws.
8.06 This Plan shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Virginia.
Executed and adopted this 31st day of May, 1994, pursuant to
action taken by the Board of Directors of Reynolds Metals Company at its
meeting on May 20, 1994.
REYNOLDS METALS COMPANY
By Donald T. Cowles
Title: Executive Vice President,
Human Resources and External Affairs