EXHIBIT 10.34
REYNOLDS METALS COMPANY
STOCK PLAN FOR OUTSIDE DIRECTORS
As Amended and Restated
Effective March 8, 1999
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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 grants of Phantom Stock 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 any amounts
allocated to the Director that remain in the Plan upon the death
of the Director. 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.
2.05 "Director" shall mean a voting member of the
Board (a) who is not an employee of the Company or of one of its
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subsidiaries and (b) who is not entitled, as a result of previous
employment by any of them, to receive any retirement benefits
from the Company or from any company that is or has been a
subsidiary.
2.06 "Effective Date" shall mean January 1, 1997.
2.07 "Phantom Stock" shall mean shares of Company
Stock credited to a Director in accordance with Article III.
2.08 "Plan" shall mean this Reynolds Metals Company
Stock Plan for Outside Directors, as amended from time to time.
ARTICLE III
GRANTS OF PHANTOM STOCK
3.01 Each Director shall be granted 225 shares of
Phantom Stock under the Plan each calendar year; provided,
however, that beginning April 1 in the year in which all
restrictions on shares granted to a Director under the Reynolds
Metals Company Restricted Stock Plan for Outside Directors have
lapsed, such Director shall be granted shares of Phantom Stock
under the Plan at an annual rate of 425 shares per year. Grants
shall be credited to Directors' accounts under the Plan in four
equal quarterly installments on the last day of each calendar
quarter. A Director who ceases to be a member of the Board
during a calendar quarter shall be credited on the last day of
that quarter with a proportionate share of the quarterly
allocation based on the Director's service during the quarter.
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3.02 In addition to the Phantom Stock grants
described in Section 3.01 above, the account of each Director who
is serving as a Director on January 1, 1997, shall be credited as
of such date with an additional initial grant of Phantom Stock.
The number of shares of Phantom Stock in this initial grant shall
be determined in accordance with the action taken by the Board at
its meeting on November 15, 1996.
3.03 As of each date when cash dividends are paid on
Company Stock, each Director's account under the Plan shall also
be adjusted to reflect dividend equivalents computed in
accordance with this Section 3.03. The dollar amount of the
dividend equivalent for each Director shall equal the cash
dividends that would have been paid on the number of shares of
Phantom Stock credited to the Director's account as of the
dividend record date if that number of shares of Phantom Stock
had actually been issued and outstanding on the record date.
This dividend equivalent for each Director shall be converted
into a number representing additional shares of Phantom Stock by
dividing (a) the total dollar amount of the Director's dividend
equivalent by (b) 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 Director's account under this Plan shall
then be credited with the determined number of shares of Phantom
Stock, including fractional shares calculated to three decimal
places.
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3.04 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, or if any special distribution is made to holders of
Company Stock, the aggregate number and kind of shares of Phantom
Stock credited to the account of a Director under the Plan shall
be proportionately and appropriately adjusted.
ARTICLE IV
PAYMENT OF PLAN ACCOUNTS
4.01 No Director shall receive any payment under the
Plan while serving as a Director. If a Director resigns or
retires during a calendar year, the Director's account shall be
maintained under the Plan through January 15 of the following
year. As of such January 15, the total number of shares of
Phantom Stock credited to the Director's account (representing
both grants and dividend equivalents) shall be computed and a
distribution made to the Director as soon after January 15 as
administratively feasible. Distributions shall be in shares of
Company Stock, except that any fractional share shall be paid in
cash. The cash value of the fractional share shall be based on
the arithmetic average of the high and low sales prices of
Company Stock as reported on New York Stock Exchange - Composite
Transactions on January 15 (or on the preceding business day if
the New York Stock Exchange is not open on January 15).
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4.02 Except as otherwise specifically provided in
Section 4.03 below, any payment shall be made in a single lump
sum.
4.03 (a) Payment of Phantom Stock credited to a
Director's account from time to time in accordance with Section
3.01, including any dividend equivalents attributable to such
Phantom Stock, shall be made in a single lump sum unless the
Director elects before December 31 of any year to have the
Phantom Stock (including dividend equivalents attributable
thereto) credited during the following calendar year paid out in
five annual installments. Once made, any such election is
irrevocable for the calendar year to which it applies. A new
election will be required each December if installments are
desired for the following calendar years.
If the Director elects payment in the form of five
annual installments, the initial installment shall be paid as
soon as administratively feasible after January 15 of the year
following the year of the Director's resignation or retirement
and shall equal one-fifth of the number of shares of Phantom
Stock subject to installment payments. The subsequent four
annual installments shall be paid as soon as administratively
feasible after the next four January 15 dates and shall equal in
each case (i) the remaining number of shares of Phantom Stock
subject to installment payments divided by (ii) the number of
installment payments remaining, including the installment about
to be paid.
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(b) Payment of Phantom Stock credited to a Director's
account in accordance with Section 3.02, including any dividend
equivalents attributable to such Phantom Stock, shall be made in
a single lump sum.
4.04 In the event of a Director's death, the
remaining unpaid portion of such Director's Phantom Stock
credited under the Plan, including any applicable dividend
equivalents, shall be paid in a single lump sum to the Director's
Beneficiary as soon as administratively feasible after January 15
of the year following the calendar year of the Participant's
death. The payment shall be in shares of Company Stock, except
that the value of any fractional share shall be computed as
described in Section 4.01 and paid in cash.
ARTICLE V
COMPANY STOCK
Shares of Company Stock distributed under the Plan may
be shares purchased by the Company on the open market or shares
held in the Company's treasury from time to time, or a
combination of both, as the Board may from time to time
determine.
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
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without the Director's consent, no such amendment, suspension or
termination shall materially adversely affect the rights of any
Director in respect of previous grants to such Director.
Anything herein to the contrary notwithstanding, at any time
before a Change in Control (as defined in Section 8.02) occurs,
the Board may amend Section 8.02(a) to change the percentage
referred to therein to a percentage that is not more than 25%, so
long as such change is consistent with contemporaneous change of
a similar nature in the Rights Agreement (as defined in Section
8.02(f)(C).
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.
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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 cash value (measured as of the January 15
immediately preceding the distribution) of such fractional share
to the Director (or the Director's Beneficiary, if applicable).
The cash value of a fractional share shall be computed as
described in Section 4.01.
7.05 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.
ARTICLE VIII
CHANGE IN CONTROL PROVISIONS
8.01 Anything herein to the contrary
notwithstanding, if at any time a Change in Control (as defined
below) occurs, then all Phantom Stock credited to each Director's
account (representing both grants and dividend equivalents) shall
be accelerated and distributed in a lump sum within twenty (20)
days of the date of the Change in Control. Distributions shall
be in shares of Company Stock, except that any fractional shares
shall be paid in cash. The cash value of any fractional share
shall be computed as described in Section 4.01, except that the
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date of the Change in Control shall be substituted for the
"January 15" date in Section 4.01.
8.02 For purposes of this Article VIII, "Change in
Control" shall mean the occurrence of any of the following:
(a) Any Person (as defined below) becomes the
Beneficial Owner (as defined below), directly or indirectly,
of 15% or more of the Company's common stock, unless such
Person (i) is not deemed an "Acquiring Person" in accordance
with Section 1(a) of the Rights Agreement (as defined
below), or (ii) became a Beneficial Owner of 15% or more of
the Company's common stock in a transaction that did not
constitute a Change in Control under Section 8.02(c) hereof;
(b) During any period of two consecutive years,
individuals who at the beginning of such period constitute
the Board, and any new director (other than a director
designated by a person who has entered into an agreement
with the Company to effect a transaction described in
Section 8.02(a), (c) or (d)) whose election by the Board or
nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the
beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute a least a majority of the members of the Board;
(c) The effective date of a merger or consolidation of
the Company or any of its subsidiaries with any other
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entity, other than a merger or consolidation which would
result in the voting securities of the Company outstanding
immediately before such merger or consolidation continuing
to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or
of any other corporation or entity that as a result of such
transaction owns the Company or all or substantially all of
the Company's assets, either directly or through one or more
subsidiaries (the "parent entity")) more than 51% of the
combined voting power of the voting securities of the parent
or surviving entity outstanding immediately after such
merger or consolidation and with the power to elect at least
a majority of the board of directors or other governing body
of such parent or surviving entity;
(d) The approval by the shareholders of the Company of
a complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or
substantially all of the Company's assets; and
(e) There occurs any other event of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any
similar item on any similar schedule or form) under the 1934
Act (as defined below), whether or not the Company is then
subject to such reporting requirement.
(f) For purposes of this Section 8.02, the following
terms shall have the following meanings:
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(A) "Person" shall have the meaning as set forth
in Sections 13(d) and 14(d) of the 1934 Act; provided,
however, that Person shall exclude (i) the Company,
(ii) any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, and
(iii) any corporation owned, directly or indirectly, by
the shareholders of the Company in substantially the
same proportions as their ownership of stock of the
Company.
(B) "Beneficial Owner" shall have the meaning
given to such term in Rule 13d-3 under the 1934 Act;
provided, however, that Beneficial Owner shall exclude
any Person otherwise becoming a Beneficial Owner by
reason of the shareholders of the Company approving a
merger of the Company with another entity.
(C) "Rights Agreement" shall mean the Amended and
Restated Rights Agreement dated as of March 8, 1999
between the Company and ChaseMellon Shareholder
Services, L.L.C., as initially in effect.
(D) "1934 Act" means the Securities Exchange Act
of 1934, as amended.
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Executed and adopted this 28 day of April, 1999,
pursuant to action taken by the Board of Directors of Reynolds
Metals Company at its meeting on March 8, 1999.
REYNOLDS METALS COMPANY
By /s/ D. Michael Jones
_______________________________
Title: Senior Vice President and
General Counsel
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