EXHIBIT 10.17
REYNOLDS METALS COMPANY
RESTRICTED 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 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.
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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
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after the date on which he or she is first elected or reelected
to the Board following his or her retirement.
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. Grants of Restricted Stock shall be made without payment
of a purchase price. 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:
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(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 or Disability, 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
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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.
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
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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, or if any special distribution is made to holders of
Company Stock, 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
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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, and shall, to the extent necessary to
maintain compliance with Rule 16b-3 under the Securities Exchange
Act of 1934 as in effect from time to time, require stockholder
approval as a condition to the effectiveness of any amendment or
modification of the Plan. 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.
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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.
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ARTICLE VIII
CHANGE IN CONTROL PROVISIONS
8.01 Anything herein to the contrary notwithstanding,
if at any time a Change in Control (as defined in Section 8.02
below) occurs, then the restrictions on 200 shares of Restricted
Stock shall expire as of the date of the Change in Control. 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). As soon as practicable following a Change in
Control, a share certificate for such 200 shares shall be
delivered in accordance with the provisions of Section 4.06.
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 (A) is not deemed an "Acquiring Person" in accordance
with Section 1(a) of the Rights Agreement (as defined
below), or (B) 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
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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
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
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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:
(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
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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.
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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