VULCAN MATERIALS COMPANY
1996 LONG-TERM INCENTIVE PLAN
Section 1. DEFINITIONS.
As used in the Plan, the following terms shall have the meanings set
forth below:
(a) "Affiliate" shall mean (i) any entity that, directly or through
one or more intermediaries, is controlled by the Company, or
(ii) any entity in which the Company owns a significant equity
interest, as determined by the Committee.
(b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Share
Award, Dividend Equivalent, or Other Stock-Based Award granted
under the Plan.
(c) "Award Agreement" shall mean any written agreement, contract, or
other instrument or document evidencing any Award granted under
the Plan.
(d) "Award Period" shall mean the period beginning with the date an
Award is granted and ending on the date set forth in the
applicable Award Agreement.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time and any rules or regulations promulgated
thereunder.
(f) "Committee" shall mean those members of the Compensation
Committee of the Board of Directors of the Company (or any
successor committee thereto), consisting in number of not less
than the minimum number of directors required to satisfy the
requirements of Rule 16b-3 of the Exchange Act
and Section 162(m) of the Code, each
of whom qualifies as a "disinterested person" within the
meaning of Rule 16b-3 and an "outside director" within the
meaning of Section 162(m) of the Code.
(g) "Dividend Equivalent" shall mean any right granted under Section
6(e) of the Plan.
(h) "Eligible Employee" shall mean any person who in accordance with
Section 5 is eligible to receive an Award under the Plan.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.
(j) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other
securities), the fair market value of such property determined
by such methods or procedures as shall be established from time
to time by the Committee.
(k) "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the
requirements of Section 422 of the Code (or any successor
provision thereto).
(l) "Non-Qualified Stock Option" shall mean any option not intended
to be an Incentive Stock Option.
(m) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.
(n) "Other Stock-Based Award" shall mean any right granted under
Section 6(f) of the Plan.
(o) "Participant" shall mean any key salaried employee of the
Company or of an Affiliate who is granted an Award under the
Plan.
(p) "Performance Share Award" shall mean any right granted under
Section 6(d) of the Plan.
(q) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated
organization, or government or political subdivision thereof.
(r) "Restricted Stock" shall mean any Shares granted under Section
6(c) of the Plan.
(s) "Restricted Stock Unit" shall mean any right granted under
Section 6(c) of the Plan that is denominated in Shares.
(t) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Exchange Act or
any successor rule or regulation thereto.
(u) "Shares" shall mean the common shares of the Company, $1.00 par
value, and such other securities or property as may become the
subject of Awards pursuant to an adjustment made under Section
4(b) of the Plan.
(v) "Stock Appreciation Right" shall mean any right granted under
Section 6(b) of the Plan.
Section 2. PURPOSE.
The purpose of the Vulcan Materials Company (the "Company") 1996
Long-Term Incentive Plan (the "Plan") is to promote the long-term success of
the Company by encouraging key employees of the Company and its Affiliates (as
defined below) to acquire a proprietary interest in the growth and performance
of the Company, and to enhance the ability of the Company and its Affiliates
to attract and retain highly qualified individuals upon whom, in large
measure, the sustained growth and profitability of the Company depend.
Section 3. ADMINISTRATION.
The Plan shall be administered by the Committee. Subject to the terms
of the Plan and applicable law, the Committee shall have the authority
to effectuate the purposes of the Plan.
Without limiting the generality of the foregoing, the Committee shall have the
exclusive right to: (i) designate Participants; (ii) determine the type or
types of Awards to be granted to each Participant; (iii) determine the number
of Shares to be covered by an Award (or with respect to which payments,
rights, or other matters are to be calculated in connection with an Award);
(iv) determine the terms and conditions of an Award; (v) determine whether, to
what extent, and under what circumstances an Award may be settled or exercised
in cash, Shares, other securities, other Awards, or other property, or
canceled, forfeited, or suspended, and the method or methods by which an Award
may be settled, exercised, canceled, forfeited, or suspended; (vi) determine
whether, to what extent, and under what circumstances cash, Shares, other
securities, other Awards, other property, and other amounts payable with
respect to an Award shall be deferred either automatically or at the election
of the holder thereof or of the Committee; (vii) determine the rights of
Participants in the events of death, disability, termination, change in
control and the like; (viii) interpret and administer the Plan and any
instrument or agreement relating to the Plan or an Award; (ix) establish,
amend, suspend, or waive rules and regulations for the administration of the
Plan; (x) appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (xi) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan,
all designations, determinations, interpretations, and other decisions under
or with respect to the Plan or any Award shall be within the sole discretion
of the Committee, may be made at any time, and shall be final, conclusive, and
binding upon all Persons, including the Company, any Affiliate, any
Participant, any holder or beneficiary of any Award, any shareholder, and any
employee of the Company or of any Affiliate.
Section 4. SHARES AVAILABLE FOR AWARDS.
(a) Shares Available. Subject to adjustment as provided in
Section 4(b):
i) Calculation of Number of Shares Available. The number of
Shares available for granting Awards in each calendar year
shall be .95% of the issued common shares of the Company
(including treasury shares) as of the first day of each
calendar year; provided, however, that in any calendar year
the number of available Shares shall be increased by the
number of Shares available under the Plan in previous years
but not covered by Awards granted under the Plan in such
years. Further, if any Shares covered by an Award granted
under the Plan are forfeited, or if an Award denominated in
Shares terminates without the delivery of Shares, then the
Shares covered by such Award shall again be available for
granting Awards under the Plan. Notwithstanding the
foregoing, but subject to adjustment as hereinafter
provided in Section 4(b), no more than 1,000,000 Shares
shall be cumulatively available for delivery pursuant to
the exercise of Incentive Stock Options and no more than
one-third of the Shares available for Awards in any
calendar year shall be available for grants of Restricted
Stock or Restricted Stock Units.
ii) Accounting for Awards. For purposes of this Section 4:
A) if an Award is denominated in Shares, the number of
Shares covered by such Award shall be counted on the
date of grant of such Award against the aggregate
number of Shares available for granting Awards under
the Plan; provided, however, that an Award denominated
in Shares that operates in tandem with (whether granted
simultaneously with or at a different time from)
another Award denominated in Shares shall be deemed a
single Award with respect to the number of Shares that
are common to the respective Awards.
B) Shares issuable pursuant to Awards that are not
denominated in Shares shall be counted against and
restored to the aggregate number of Shares available
for granting Awards under the Plan in such amount and
at such time as the Committee shall determine under
procedures adopted by the Committee consistent with the
purposes of the Plan.
iii) Sources of Shares Deliverable Under Awards. Any Shares
delivered pursuant to an Award may consist, in whole or in
part, of authorized and unissued Shares or of treasury
Shares.
(b) Adjustments. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of
cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other
securities of the Company, issuance of warrants or other rights
to purchase Shares or other securities of the Company, or other
similar corporate transaction or event affects the Shares such
that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the
benefits intended to be made available under the Plan, the
Committee may, in such manner as it shall deem equitable,
adjust any or all of (i) the number and type of Shares (or
other securities or property) which thereafter may be made the
subject of Awards under the Plan, (ii) the number and type of
Shares (or other securities or property) subject to outstanding
Awards, and (iii) the grant, purchase, or exercise price with
respect to any Award, or, if the Committee deems appropriate,
make provision for a cash payment to the holder of an
outstanding Award.
Section 5. ELIGIBILITY.
Any key salaried employee of the Company or an Affiliate, including a
director of the Company or an Affiliate who is an employee, shall be eligible
to receive Awards under the Plan.
Section 6. AWARDS.
(a) Options. The Committee is hereby authorized to grant Incentive
Stock Options and Non-Qualified Stock Options to Eligible Employees with the
following terms and conditions and with such additional terms and conditions,
in either case not inconsistent with the provisions of the Plan, as the
Committee shall determine:
i) Exercise Price. The exercise price per Share shall be
determined by the Committee; provided, however, that such
exercise price per Share shall not be less than the Fair
Market Value of a Share on the date of grant of such
Option.
ii) Option Term. The term of each Option shall be fixed by the
Committee, provided that in no event shall the term of an
Incentive Stock Option exceed a period of ten (10) years.
iii) Time and Method of Exercise. The Committee shall determine
the time or times at which an Option may be exercised in
whole or in part, and the method or methods by which, and
the form or forms (including, without limitation, cash,
Shares, other Awards, or other property, or any combination
thereof) in which payment of the exercise price may
be made.
iv) Incentive Stock Options. The terms of any Incentive Stock
Option granted under the Plan shall comply in all respects
with the provisions of Section 422 of the Code (or any
successor provision thereto).
(b) Stock Appreciation Rights. The Committee is hereby authorized
to grant Stock Appreciation Rights to Eligible Employees.
Subject to the terms of the Plan and any applicable Award
Agreement, one Stock Appreciation Right granted under the Plan
shall confer on the holder thereof a right to receive, upon
exercise thereof, the excess of (i) the Fair Market Value of
one Share on the date of exercise or, if the Committee shall so
determine in the case of any such Stock Appreciation Right
other than one related to any Incentive Stock Option, at any
time during a specified period before or after the date of
exercise, over (ii) the grant price of the right as specified
by the Committee, which shall not be less than the Fair Market
Value of one Share on the date of grant of the Stock
Appreciation Right. Subject to the terms of the Plan and any
applicable Award Agreement, the grant price, term, methods of
exercise, methods of settlement, and any other terms and
conditions of any Stock Appreciation Right shall be as
determined by the Committee. The Committee may impose such
conditions or restrictions on the exercise of any Stock
Appreciation Right as it may deem appropriate.
(c) Restricted Stock and Restricted Stock Units.
i) Issuance. The Committee is hereby authorized to grant
Awards of Restricted Stock and Restricted Stock Units to
Eligible Employees.
ii) Restrictions. Restricted Stock and Restricted Stock Units
shall be subject to such restrictions as the Committee may
impose (including, without limitation, any limitation on
the right to vote the Restricted Stock or on the right to
receive any dividend or other right or property), which
restrictions may lapse at such time or times, in such
installments or otherwise, as the Committee may deem
appropriate; provided, however, that all Restricted Stock
and Restricted Stock Units granted pursuant to the Plan
shall be subject to at least a three-year vesting period.
iii) Evidence of Award. Any Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee may
deem appropriate, including, without limitation, book-entry
registration or issuance of a stock certificate or
certificates. In the event any stock certificate is issued
in respect of Restricted Stock, such certificate shall be
registered in the name of the Participant and shall bear an
appropriate legend referring to the terms, conditions, and
restrictions applicable to such Restricted Stock.
Certificates for shares of Restricted Stock may be
delivered to the Participant or held by the Company.
(d) Performance Share Awards. The Committee is hereby authorized
to grant Performance Share Awards to Participants. Subject to
the terms of the Plan and any applicable Award Agreement, a
Performance Share Award granted under the Plan (i) may be
denominated or payable in cash, Shares (including, without
limitation, Restricted Stock), other securities, other Awards,
or other property, and (ii) shall confer on the holder thereof
rights payable to, or exercisable by, the holder of the
Performance Share Award, upon the achievement of such
performance goals during such performance periods as the
Committee shall establish based on earnings as reported or
after deducting a charge reflecting the cost of capital, return
on investment or total shareholder return of the Company or an
Affiliate, or any division or operating unit thereof, as
measured on an absolute basis, as compared to another
performance period, or as compared to a group of comparison
companies. Subject to the terms of the Plan and any applicable
Award Agreement, the performance goals to be achieved during
any performance period, the length of any performance period
and the amount of any Performance Share Award granted shall be
determined by the Committee. The equivalent Share value (if
the performance goals are fully achieved) of each Performance
Share Award granted shall be counted against the limitation set
forth in Section 6(g)(v).
(e) Dividend Equivalents. The Committee is hereby authorized to
grant to holders of Awards the right to receive payments
equivalent to dividends with respect to a number of Shares
comprising such Award as determined by the Committee, and the
Committee may provide that such amounts (if any) shall be
deemed reinvested in additional Shares or otherwise reinvested.
Subject to the terms of the Plan and any applicable Award
Agreement, such Awards may have such terms and conditions as
the Committee shall determine.
(f) Other Stock-Based Awards. The Committee is hereby authorized
to grant to Participants such other Awards that are denominated
or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without
limitation, securities convertible into Shares), as are deemed
by the Committee to be consistent with the purposes of the
Plan. Subject to the terms of the Plan and any applicable
Award Agreement, the Committee shall determine the terms and
conditions of such Awards. Shares or other securities
delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which
may be paid by such method or methods and in such form or
forms, including, without limitation, cash, Shares, other
securities, other Awards, or other property, or any combination
thereof, as the Committee shall determine.
(g) General.
i) Awards May Be Granted Separately or Together. Awards may,
in the discretion of the Committee, be granted alone, in
addition to or in tandem with any other Award or any award
granted under any other plan of the Company or any
Affiliate. Awards granted in addition to or in tandem with
other Awards, or in addition to or in tandem with awards
granted under any other plan of the Company or any
Affiliate, may be granted either at the same time as or
at a different time from the grant of such other Awards
or awards.
ii) Forms of Payment Under Awards. Subject to the terms of the
Plan and of any applicable Award Agreement, payments or
transfers to be made by the Company or an Affiliate upon
the grant, exercise, or payment of an Award may be made in
such form or forms as the Committee shall determine,
including, without limitation, cash, Shares, other
securities, other Awards, or other property, or any
combination thereof, and may be made in a single payment or
transfer, in installments, or on a deferred basis, in each
case in accordance with rules and procedures established by
the Committee. Such rules and procedures may include,
without limitation, provisions for the payment or crediting
of reasonable interest on installment or deferred payments
or the grant or crediting of Dividend Equivalents in
respect of installment or deferred payments.
iii) Limits on Transfer of Awards. No Award, and no right under
any such Award, shall be assignable, alienable, saleable,
or transferable by a Participant other than by will or by
the laws of descent and distribution, except as otherwise
permitted by the Committee consistent with Rule 16b-3 and
provided for in the governing Award Agreement. If so
determined by the Committee, a Participant may, in the
manner established by the Committee, designate a
beneficiary or beneficiaries to exercise the rights of the
Participant, and to receive any property distributable,
with respect to any Award upon the death of the
Participant. Each Award, and each right under any Award,
shall be exercisable, during the Participant's lifetime,
only by the Participant or, if permissible under applicable
law, by the Participant's guardian or legal representative,
except that any transferable Award may be exercised by a
permitted transferee. No Award and no right under any such
Award, may be pledged, alienated, attached, or otherwise
encumbered, and any purported pledge, alienation,
attachment, or encumbrance thereof shall be void and
unenforceable against the Company or any Affiliate.
iv) Term of Awards. Subject to the terms of the Plan, the term
of each Award shall be for such period as may be determined
by the Committee.
v) Limitation on Awards. The maximum number of Shares with
respect to which Awards may be granted to any Participant
in any year may not exceed 100,000 Shares.
vi) Share Certificates. All certificates for Shares or other
securities delivered under the Plan pursuant to any Award
or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may
deem advisable under the Plan or the rules, regulations,
and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Shares or
other securities are then listed, and any applicable
federal or state securities laws, and the Committee may
cause a legend or legends to be put on any such
certificates to make appropriate reference to such
restrictions.
Section 7. AMENDMENT AND TERMINATION.
Except to the extent prohibited by applicable law:
(a) Amendments to the Plan. The Board of Directors of the Company
may amend, alter, suspend, discontinue, or terminate the Plan,
including, without limitation, any amendment, alteration,
suspension, discontinuation, or termination that would impair
the rights of any Participant, or any other holder or
beneficiary of any Award theretofore granted, without the
consent of any shareholder of the Company, Participant, other
holder or beneficiary of an Award, or other Person; provided,
however, that, notwithstanding any other provision of the Plan
or any Award Agreement, without the approval of the
shareholders of the Company, no such amendment, alteration,
suspension, discontinuation, or termination shall be made
that would:
i) increase the total number of Shares available for Awards
under the Plan or increase the limitation on Awards set
forth in Section 6(g)(v), except as provided in Section
4(b) hereof; or
ii) modify the eligibility criteria set forth in Section 5; or
iii) permit Options or Stock Appreciation Rights to be granted
with per Share grant, purchase or exercise prices of less
than the fair market value of a Share on the date of grant
thereof.
(b) Adjustments of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee shall be authorized to make
adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or nonrecurring
events (including, without limitation, the events described in
Section 4(b) hereof) affecting the Company, any Affiliate, or
the financial statements of the Company or any Affiliate, or of
changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits to be made
available under the Plan. Notwithstanding any other provision
of this Plan to the contrary, the Committee shall not have the
discretion to make any modifications to outstanding Awards
which are intended to satisfy the "performance-based" exception
under Code Section 162(m) if such modifications would result in
the loss of the ability to comply with such "performance-based"
exception (e.g., with respect to such Awards, the Committee
shall not be authorized to exercise discretion to increase
awards).
(c) Correction of Defects, Omissions, and Inconsistencies. The
Committee may correct any defect, supply any omission, or
reconcile any inconsistency in the Plan or any Award in the
manner and to the extent it shall deem desirable to carry the
Plan into effect.
Section 8. GENERAL PROVISIONS.
(a) No Rights to Awards. No Participant or other Person shall have
any claim to be granted any Award under the Plan, and there is
no obligation for uniformity of treatment of Participants, or
holders or beneficiaries of Awards under the Plan. The terms
and conditions of Awards need not be the same with respect to
each recipient.
(b) Delegation. The Committee may delegate to one or more officers
or managers of the Company or of any Affiliate, or a committee
of such officers or managers, the authority, subject to the
terms and limitations as the Committee shall determine, to
grant Awards to, or to cancel, modify, waive rights with
respect to, and to alter, discontinue, suspend, or terminate
Awards held by Participants who are not subject to Section 16
of the Exchange Act or covered by Section 162(m) of the Code.
(c) Withholding. The Company or any Affiliate shall be authorized
to withhold from any Award granted or any payment due or
transfer made under any Award or under the Plan the amount
(in cash, Shares, other securities, other Awards, or other
property) of withholding taxes due in respect of an Award,
its exercise, or any payment or transfer under such Award
or under the Plan and to take such other action as may be
necessary or advisable to satisfy all obligations for the
payment of such taxes.
(d) No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent the Company or any Affiliate from
adopting or continuing in effect other or additional
compensation arrangements.
(e) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in
the employ of the Company or any Affiliate. The Company or an
Affiliate may at any time dismiss a Participant from
employment, free from any liability, or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any
Award Agreement.
(f) Severability. If any provision of the Plan or any Award
Agreement is, or becomes or is deemed to be invalid, illegal,
or unenforceable in any jurisdiction, or as to any Person or
Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or
if it cannot be so construed or deemed amended without, in the
determination of the Committee, materially altering the intent
of the Plan or the Award, such provision shall be stricken as
to such jurisdiction, Person, or Award, and the remainder of
the Plan and any such Award shall remain in full force
and effect.
(g) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of
any kind or a fiduciary relationship between the Company or any
Affiliate and a Participant or any other Person. To the extent
that any Person acquires a right to receive payments from the
Company or any Affiliate pursuant to an Award, such right shall
be no greater than the right of any unsecured general creditor
of the Company or any Affiliate.
(h) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee
shall determine whether cash, other securities, or other
property shall be paid or transferred in lieu of any fractional
Shares, or whether such fractional Shares or any rights thereto
shall be canceled, terminated, or otherwise eliminated.
(i) Headings. Headings are given to the Sections and subsections
of the Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or
any provision thereof.
Section 9. EFFECTIVE DATE OF THE PLAN.
The Plan shall be effective as of the date of its approval by the
shareholders of the Company.
Section 10. TERM OF THE PLAN.
No Award shall be granted under the Plan after May 1, 2006. However,
unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award theretofore granted may extend beyond such date, and the
authority of the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award, or to waive any conditions or rights under any such
Award, and the authority of the Board of Directors of the Company to amend the
Plan, shall extend beyond such date.