EXHIBIT 10.19
REYNOLDS METALS COMPANY
SALARY DEFERRAL PLAN FOR EXECUTIVES
As Amended and Restated
Effective March 8, 1999
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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 "Adjusted Deferred Salary" shall have the meaning
specified in Section 3.02.
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 "Deferred Salary" shall mean that portion of a
Participant's Salary which the Participant elects to defer in the
manner provided for herein, until the time or times selected for
payment in accordance with Section 4.01 at the time the
Participant first elects to participate in the Plan.
2.05 "Deferral Termination Date" shall mean the
December 31st of (a) the year in which the Participant's
employment with the Company and any subsidiary terminates, or (b)
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any of the three years following the year of termination, as
elected by the Participant in accordance with Section 4.01 at the
time the Participant first elects to participate in the Plan.
2.06 "Effective Date" shall mean June 1, 1994.
2.07 "Eligible Employee" shall mean for any year any
officer or employee of the Company or a subsidiary (a) who is
eligible to participate in the Savings and Investment Plan on
December 1 of the preceding year and (b) whose annual rate of
Salary in effect on December 1 of the preceding year exceeds the
limitation imposed as of such December 1 on the amount of annual
compensation that can be taken into account in computing
contributions or benefits under a qualified plan pursuant to
Section 401(a)(17) of the Internal Revenue Code.
2.08 "Internal Revenue Code" shall mean the Internal
Revenue Code of 1986, as amended. Any reference to a specific
section of the Internal Revenue Code shall include that section
and any comparable section or sections of future legislation
amending, modifying, supplementing, or superseding the referenced
section.
2.09 "Participant" shall mean an Eligible Employee who
submits a written request pursuant to the terms of this Plan for
deferral of Salary.
2.10 "Phantom Investment Alternative" shall mean any of
the investment funds available from time to time under the
Savings and Investment Plan.
2.11 "Plan" shall mean this Reynolds Metals Company
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Salary Deferral Plan for Executives.
2.12 "Plan Committee" shall mean the committee
appointed by the Board of Directors of the Company to administer
the Plan.
2.13 "Salary" shall mean the base salary payable to an
Eligible Employee by the Company or a subsidiary.
2.14 "Savings and Investment Plan" shall mean the
Reynolds Metals Company Savings and Investment Plan for Salaried
Employees, as in effect from time to time.
ARTICLE III
ELECTIONS TO DEFER SALARY
3.01 Each 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 Salary in accordance
with and subject to the following terms and conditions:
(a) Elections with respect to a year shall
apply only to Salary otherwise payable during such year
to the Eligible Employee in excess of the annual
compensation limitation imposed for that year under
Section 401(a)(17) of the Internal Revenue Code.
Eligible Employees may elect to defer receipt of not
less than 5% nor more than 90% of Salary in excess of
this limit, in multiples of 5%.
(b) For Salary earned in 1995 and future
years, an election to defer Salary must be made between
December
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1 and December 31 of the year immediately
preceding the year in which the Salary is earned.
(c) For Salary earned in 1994, an election to
defer must be made between June 1 and June 30, 1994,
and such election will apply only to Salary earned
between July 1 and December 31, 1994. Solely for
purposes of this initial election period in June of
1994, the definition of "Eligible Employee" in Section
2.07 shall be applied as if the date "June 1, 1994"
were substituted for "December 1 of the preceding year"
and "December 1".
(d) Elections shall be irrevocable as to the
Salary to which such elections apply, except as
otherwise provided herein.
3.02 At the same time a deferral election is made
under Section 3.01 with regard to Salary to be earned in a
specified year, the Participant shall also elect the Phantom
Investment Alternative(s) that the Participant wishes to have
apply to any Salary deferred in accordance with such deferral
election. At any point in time, a Participant's Adjusted
Deferred Salary under this Plan shall equal the value the
Participant would have had under the Savings and Investment Plan
if all amounts deferred under this Plan had actually been
contributed to the Savings and Investment Plan and invested in
the designated investment fund(s) under the Savings and
Investment Plan from the time the Deferred Salary would have been
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paid to the Participant but for the deferral. All elections made
under this Section 3.02 shall be in accordance with and subject
to the following terms and conditions:
(a) A Participant may elect any Phantom
Investment Alternative available for current
contributions under the terms of the Savings and
Investment Plan at the time the deferral election is
being made. To the extent necessary to administer this
Plan, any election of Phantom Investment Alternative(s)
under this Section 3.02 will be required to comply with
administrative rules in effect from time to time under
the Savings and Investment Plan; this means, for
example, that Participants may be required to elect
Phantom Investment Alternatives in multiples of 5% or
10%.
(b) If an investment fund under the Savings
and Investment Plan is eliminated after a Participant
in this Plan has made an election under this Section
3.02, any Deferred Salary the value of which is
dependent on such eliminated investment fund shall, as
of the date the investment fund is eliminated, be
treated for purposes of this Section 3.02 as if the
Adjusted Deferred Salary became invested in whatever
investment fund would automatically be chosen under the
terms of the Savings and Investment Plan if a
participant in that plan did not elect a new investment
fund.
(c) Except as otherwise specifically provided
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herein, any election of Phantom Investment
Alternative(s) shall be irrevocable as to the Deferred
Salary to which such election applies, and such
election shall continue to apply to the Deferred Salary
until it is paid out in accordance with Article IV.
ARTICLE IV
PAYMENT OF DEFERRED COMPENSATION
4.01 The first time an Eligible Employee elects to
defer Salary in accordance with Section 3.01, the Eligible
Employee shall also elect at the same time a Deferral Termination
Date and a payment schedule in accordance with the provisions of
this Section 4.01:
(a) The Deferral Termination Date must be the
December 31st of either (i) the year in which the
Participant's employment with the Company and any
subsidiary terminates, or (ii) any of the three years
following the year of termination, as elected by the
Participant.
(b) Payments shall be made to the Participant
(i) in a single lump sum payment or (ii) in annual
installments over a period of five (5) years, as
elected by the Participant, following the applicable
Deferral Termination Date.
(c) A Participant's election of a Deferral
Termination Date and of a schedule of payments pursuant
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to this Section 4.01 shall be irrevocable and shall
apply to all Salary deferred under this Plan by such
Participant, both in the first year and in succeeding
years, except as specifically provided herein.
4.02 A Participant's Adjusted Deferred Salary shall be
paid in cash following the applicable Deferral Termination Date
in accordance with the provisions of this Section 4.02.
(a) Lump sum payments shall be paid as soon
as administratively feasible in the January following
the year in which the Deferral Termination Date occurs.
The amount of any lump sum payment shall equal the
value of the Participant's Adjusted Deferred Salary on
the December 31st immediately preceding the date of
payment.
(b) Annual installments shall be paid as soon
as administratively feasible in the January of each of
the five calendar years following the year in which the
Deferral Termination Date occurs. The amount of the
first installment shall equal one-fifth of the value of
the Participant's Adjusted Deferred Salary on the
December 31st immediately preceding the date of
payment. The amount of the second installment shall
equal one-fourth of the value of the Participant's
Adjusted Deferred Salary on the December 31st
immediately preceding the date of payment of the second
installment. In similar manner, the amounts of the
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third and fourth installments shall be one-third and
one-half, respectively, of the value of the
Participant's Adjusted Deferred Salary on the December
31st immediately preceding the date of the respective
payment. The fifth installment shall equal the entire
value of the Adjusted Deferred Salary remaining on the
December 31st immediately preceding the date of
payment.
4.03 If a Participant dies, any remaining unpaid
portion of such Participant's Adjusted Deferred Salary shall be
accelerated and paid to the Participant's Beneficiary in cash in
a single lump sum as soon as administratively feasible in the
January following the year in which the Participant's death
occurs. The amount of the payment shall equal the value of the
Participant's Adjusted Deferred Salary remaining on the December
31st immediately preceding the date of payment.
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 Participant's
Adjusted Deferred Salary 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
Section 4.04(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
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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
Adjusted Deferred Salary be accelerated and paid to all
Participants in a lump sum if, in conjunction with the
termination of the Plan, the Plan Committee finds, in its sole
discretion, that extraordinary circumstances make such
acceleration of payments in the best interest of the Company.
(c) Subsections (a) and (b) above shall apply both to
Salary deferred in previous years and to Salary being deferred
during the year in which the acceleration of payments is
approved, except that no Deferred Salary shall be paid out prior
to the date such Deferred Salary would be paid to the Participant
but for the deferral.
(d) Anything herein to the contrary notwithstanding,
the Plan Committee shall not accelerate any payment of Deferred
Salary with respect to which the Participant has elected an
investment measured by the performance of the Company's Common
Stock unless the accelerated payment will be exempt from short-
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swing profit liability pursuant to the rules promulgated under
Section 16(b) of the Securities Exchange Act of 1934, as amended.
4.05 (a) Anything herein to the contrary
notwithstanding, if at any time a Change in Control (as defined
below) occurs, then all unpaid Adjusted Deferred Salary shall be
accelerated and paid out to each Participant in a single lump sum
within ten (10) days of the date of such Change in Control, with
Adjusted Deferred Salary for this purpose computed through the
date of the Change in Control. This provision shall apply both
to Salary deferred in previous years and to Salary being deferred
during the year in which the Change in Control occurs, except
that no Deferred Salary shall be paid out prior to the date such
Deferred Salary would be paid to the Participant but for the
deferral. After the Change in Control, no further amounts shall
be deferred hereunder for the remainder of the year.
(b) For purposes of this Section 4.05, "Change in
Control" shall mean the occurrence of any of the following:
(i) 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 4.05(b)(iii) hereof;
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(ii) During any period of two consecutive
years, individuals who at the beginning of such period
constitute the Board (as defined below), 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 4.05(b)(i),
(iii) or (iv)) 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;
(iii) 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
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"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;
(iv) 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
(v) 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.
(vi) For purposes of this Section 4.05(b),
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
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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.
(E) "Board" means the Board of
Directors of the Company.
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
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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 the 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 Salary previously earned by such Participant
and not yet paid. Anything in the Plan to the contrary
notwithstanding, at any time before a Change in Control (as
defined in Section 4.05(b)) occurs, the Board of Directors of the
Company may amend Section 4.05(b)(i) 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
4.05(b)(vi)(C)).
ARTICLE VII
FUNDING
No promises under this Plan shall be secured by any
specific assets of the Company, nor shall any assets of the
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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
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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 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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