EXHIBIT 10.36
REYNOLDS METALS COMPANY
NEW MANAGEMENT INCENTIVE DEFERRAL PLAN
The Reynolds Metals Company New Management Incentive Deferral
Plan shall be amended effective January 1, 1995, by adding a new Article IX
to read as follows:
ARTICLE IX
PHANTOM STOCK ADDITIONAL INCOME
9.01 The provisions of this Article IX shall apply only to an
Eligible Employee who, at the time an election to defer Incentive
Compensation is made in accordance with Article III, is subject to the
Company's Stock Ownership Guidelines for Officers (an "Officer"). Any such
Officer electing to defer Incentive Compensation may also elect to have a
specified part or all of such deferred Incentive Compensation subject to
Phantom Stock Additional Income (as provided herein) instead of having
Additional Income computed at a specified rate as set forth in Section
4.01.
9.02 Phantom Stock Additional Income shall be computed in
accordance with this Section 9.02.
(a) As of the date when Incentive Compensation would have been
paid if it were Current Compensation, each Officer who elected to
receive Phantom Stock Additional Income shall have his or her account
under this Plan credited with a number of equivalent shares of the
Company's Common Stock, without par value ("Company Stock") determined
by dividing (i) the total dollar amount of such Deferred Compensation
by (ii) the arithmetic average of the high and low sales prices of
Company Stock as reported on New York Stock Exchange - Composite
Transactions on such date. Fractional equivalent shares shall be
calculated to three decimal places.
(b) As of each date when cash dividends are paid on Company
Stock, each Officer who elected to receive Phantom Stock Additional
Income shall also have his or her account under this Plan adjusted to
reflect dividend equivalents computed pursuant to this subsection (b).
The dollar amount of the dividend equivalent for each Officer shall
equal the cash dividends that would have been paid on the number of
equivalent shares of Company Stock credited to the Officer's account
as of the dividend record date if that number of equivalent shares had
actually been issued and outstanding on the record date. This
dividend equivalent for each Officer shall be converted into a number
representing equivalent shares of Company Stock by dividing (i) the
total dollar amount of the Officer's dividend equivalent by (ii) the
arithmetic average of the high and low sales prices of Company Stock
as reported on New York Stock Exchange - Composite Transactions on the
date when the cash dividends are paid. The Officer's account under
this Plan shall then be credited with the determined number of
equivalent shares of Company Stock, including fractional shares
calculated to three decimal places.
(c) 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 its Company Stock
resulting in a split-up or combination or exchange of shares, the
aggregate number and kind of equivalent shares of Company Stock
credited to the account of an Officer under the Plan shall be
proportionately adjusted as the Plan Committee may deem appropriate.
9.03 Any election of Phantom Stock Additional Income in
accordance with this Article IX shall be subject to the following terms and
conditions:
(a) The election of Phantom Stock Additional Income must be made
at the same time as the election to defer Incentive Compensation.
(b) The election of Phantom Stock Additional Income shall be
irrevocable as to the Incentive Compensation to which such election
applies.
(c) The Deferral Termination Date shall be the date on which the
Officer is retired and entitled to an immediate benefit under the New
Retirement Program.
(d) Any Officer electing Phantom Stock Additional Income may
also irrevocably elect at the same time that if the Officer dies
before receiving full payment of any deferred Incentive Compensation
subject to Phantom Stock Additional Income, payments after death will
be made in the form of five (5) annual installments.
(e) If Phantom Stock Additional Income is being paid on Deferred
Compensation, the amount of a lump sum payment shall be equal to (i)
the total number of equivalent shares of Company Stock credited to the
Officer's account under this Plan as of the last day on which the New
York Stock Exchange, Inc. is open in the year the Deferral Termination
Date occurs, multiplied by (ii) the closing sales price of Company
Stock as reported on New York Stock Exchange - Composite Transactions
on such date. This lump sum payment shall be paid as soon as
administratively feasible following the end of the year. If annual
installments are elected instead of a lump sum, the amount of the
installment payment to be made in a calendar year shall be computed by
taking (y) the amount that would have been payable after the end of
the preceding year had the entire amount remaining as of the end of
such year been paid as a single lump sum, divided by (z) the number of
installment payments remaining, including the installment about to be
paid. Annual installments shall be paid as soon as administratively
feasible in each calendar year following the year in which the
Deferral Termination Date occurs. All payments under the Plan shall
be made in cash.
(f) Anything in Section 4.04 to the contrary notwithstanding,
the Plan Committee shall not accelerate any payment of Deferred
Compensation with respect to which Phantom Stock Additional Income is
to be paid unless the Plan Committee determines that such accelerated
payments comply with Rule 16a-l(c)(3) under Section 16 of the
Securities Exchange Act of 1934.
Executed and adopted this 15th day of February, 1995, pursuant to
action taken by the Board of Directors of Reynolds Metals Company at its
meeting on November 18, 1994.
REYNOLDS METALS COMPANY
By Donald T. Cowles
Donald T. Cowles
Executive Vice President, Human
Resources and External Affairs