EXHIBIT 10 8.
CBI 1994 RESTRICTED STOCK AWARD PLAN
(Effective March 9, 1994)
1. Purpose. The purpose of this CBI 1994 Restricted
Stock Award Plan (the "Plan") is to provide an incentive for
Participants to contribute to the continued growth and
profitability of the Company by encouraging stock ownership. The
Plan is intended to further the interest of the Company by
enabling it to attract and retain the services of highly
qualified and motivated persons to serve the Company and its
Subsidiaries.
2. Definitions. As used in the Plan, the following terms
shall have the following meanings:
Award - The grant of Common Stock subject to the
restrictions and pursuant to the terms of the Plan.
Award Date - The date on which an Award is made by the
Committee as provided by paragraph 4.2 below.
Board - The Board of Directors of the Company, as from time
to time constituted.
Committee - The Compensation Committee of the Board, no
member of which shall be eligible to participate in the Plan
while serving as such member or in the prior calendar year.
Common Stock - Common Stock, $2.50 par value per share, of
the Company.
Company - CBI Industries, Inc., a Delaware corporation.
Disability - That condition of a Participant, including but
not limited to a physical or mental condition, which makes a
Participant unable to perform the regular duties of that
Participant's employment, as determined by the Committee,
provided, however, that Disability shall not consist of a
condition resulting from a cause which the Committee has
excluded.
Effective Date - March 9, 1994, subject to shareholder
approval.
Involuntary Termination - Termination of employment as
described in paragraph 5.4(a)(iv) below.
Participant - An employee or former employee who has
received an Award under the Plan.
Retirement - The termination of employment of a Participant
with the Company and all Subsidiaries after qualifying for
any retirement as defined under the terms of any qualified
defined benefit pension plan sponsored by the Company or any
Subsidiary in which such Participant also participates, or,
if not participating in such a plan, then after attaining
such age and service as would qualify for retirement under
the terms of the CBI Pension Plan, as amended, or such
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earlier termination with the Company's consent and as may be
determined by the Committee to constitute early retirement,
provided, however, that no termination of such employment by
reason of dishonesty, fraud or breach of trust against the
Company or any of its Subsidiaries or affiliates, as
determined by the Committee, shall constitute Retirement.
Subsidiary - Any corporation of which more than 50% (by
number of votes) of the voting stock is owned by the Company
and/or one or more corporations which are themselves
Subsidiaries of the Company.
3. Common Stock Subject to Plan. There will be reserved
for issue upon the granting of Awards during the term of the Plan
an aggregate of 1,250,000 shares of Common Stock, as adjusted by
the Committee as required to reflect any stock dividend, stock
split, reclassification or similar change in capitalization. If
any such adjustment shall result in a fractional share such
fraction shall be disregarded. Upon the granting of an Award,
the number of shares reserved for Award shall be reduced by both
the number of shares so awarded and the number of shares
forfeited to the Company hereunder. Awards may be made from
authorized but unissued shares or from treasury shares. All
authorized but unissued shares awarded hereunder shall be fully
paid and nonassessable shares.
4. Eligibility and Awards.
4.1 Eligibility. All employees (including officers,
but not directors unless also employees) of the Company and
of its present and future Subsidiaries within such levels of
supervisory or management responsibility, and such other key
salaried employees, as designated or approved from time to
time by the Committee are eligible to be Participants.
4.2 Making of Awards. Subject to the express
provisions of the Plan, the Committee shall in its sole
discretion determine the employees who may receive Awards
pursuant to the Plan. In making such determinations, the
Committee shall take into account the recommendations of the
management of the Company and the nature of the services
rendered by the respective employees, their present and
potential contributions to the Company's success and such
other factors as the Committee in its discretion shall deem
relevant. Any employee may not receive Awards more
frequently than once in each calendar year.
(a) The size of a Participant's Award shall be
determined in the following manner:
At the beginning of each fiscal year of the
Company, the Committee shall approve and record
specific goals of performance for the Company and, as
appropriate, each of its primary operating Subsidiaries
to be achieved by the end of that current fiscal year,
which goals shall be based on operating income (before
taxes) as a return on net assets for the Company or
Subsidiary, or a combination thereof, as appropriate.
After the close of the fiscal year, the Committee will
certify the level of performance achieved as compared
to the goals established at the beginning of the fiscal
year.
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At the same time as the performance goals
described above are established, the Committee shall
approve specific targets of numbers of shares of Common
Stock ("Target Award"), either by individual
Participant or a class of Participants, which shall
become Awards following the end of such fiscal year
only if the specified performance goals are achieved by
the Company. No Award shall be made until and unless
the Committee shall certify that the performance goals
have been achieved for a fiscal year for which Target
Awards have been approved, or the extent to which such
goals have been achieved. The date on which the
Committee makes such certification shall be the Award
Date for a fiscal year for those portions of Awards for
which the number of shares of Common Stock is fixed
based on that performance, as described below. At the
same time that the performance goals are established by
the Committee, the Committee may also approve that
Awards for the fiscal year under consideration, if any,
shall be made in an amount more or less than the Target
Award, but in no case greater than 200% of the Target
Award, on the basis of a scale approved by the
Committee corresponding to a proportion of the
performance goal actually achieved.
Awards determined for a given fiscal year shall be
allocated (i) 50% to the year for which performance is
measured, and this portion of an Award shall not be
subject to increase or decrease, (ii) 25% to the first
fiscal year following ("First Year Awards"), and (iii)
25% to the second fiscal year following ("Second Year
Awards"). First Year Awards and Second Year Awards
shall be further subject to increase or decrease, each
one time only, in the same manner and on the same
scale, if applicable, as the amount of the Target Award
may be increased or decreased for the fiscal year to
which the First Year Awards and Second Year Awards are
allocated.
(b) In the event of Retirement or Involuntary
Termination of a Participant after the first quarter of a
fiscal year, or the death or Disability of a Participant on
any date, an Award for such Participant relating to the
fiscal year of the date of such event ("Final Year") shall
be made, determined as follows: The Target Award, if any,
for such Participant for the Final Year shall be pro-rated
for that portion of the Final Year ending on the date of the
event, and the achievement of the performance goal for
determining the amount of the Award for the Final Year, and
the adjustment of any First Year Awards and Second Year
Awards allocated to the Final Year, if any, shall be
measured, and certified by the Committee as appropriate, as
of the end of the calendar quarter immediately preceding or
coinciding with the date of the event, using the same number
of calendar quarters immediately preceding the date of the
event as corresponds to the period of time over which the
performance goal established by the Committee for the Final
Year is being measured. Any Second Year Awards allocated to
a fiscal year subsequent to the Final Year shall not be
subject to increase or decrease, and shall become part of
the Award for the Final Year. In the event of Retirement or
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Involuntary Termination of a Participant during the first
quarter of a fiscal year, the Participant shall not be
eligible to receive a Target Award for the Final Year, but
all First Year Awards and Second Year Awards allocated to
the Final Year and any Second Year Awards allocated to a
fiscal year subsequent to the Final Year shall not be
subject to increase or decrease and shall become part of the
Award for the Final Year.
(c) No more than 50,000 shares shall be issued to any
person in any fiscal year.
4.3 Form of Award. As soon as reasonably practicable
after making a determination as provided in paragraph 4.2
above, the Committee or its designee shall advise the
Participant in writing of the making of the Award, the
number of shares not subject to increase or decrease, the
amount of First Year Awards and Second Year Awards still
subject to increase or decrease, the restrictions on any
shares and incidents of forfeiture thereof, and any other
terms and conditions relating thereto; except, however, that
in the case of any Award to the Chief Executive Officer of
the Company, the Committee shall first submit such Award to
the Board, which in its discretion may disapprove or reduce
the Award.
5. Restrictions on Awards.
5.1 Rights of Participants as Shareholders. Shares
awarded hereunder which are not subject to increase or
decrease in accordance with this Plan shall forthwith be
duly issued and identified on the books of the Company in
the Participant's name as of an Award Date, as determined
herein. The Participant shall thereupon be a shareholder
with respect to all such shares and shall have all the
rights of a shareholder with respect to all such shares,
including the right to vote such shares and to receive all
dividends and other distributions (subject to the provisions
of paragraph 5.2 below) paid with respect to such shares;
provided, however, that such shares shall be subject to the
restrictions hereinafter described, and to such additional
or more severe restrictions (including more severe
provisions relating the lapsing of restrictions) as may be
imposed by the Committee in approving any Target Awards.
In aid of such restrictions, shares issued as of an
Award Date shall be held by the Company in its control for
the account of such Participant until such restrictions
lapse as provided in paragraph 5.4 below or such shares are
theretofore forfeited to the Company as provided by
paragraph 5.3 below. No Participant shall be considered to
be a shareholder with respect to any part of an Award which
is still subject to increase or decrease in accordance with
this Plan.
5.2 Changes in Capitalization. In the event that, as
the result of a stock dividend, stock split,
reclassification or similar change in capitalization, the
Participant shall, as the owner of shares subject to
restrictions hereunder, be entitled to new or additional or
different shares of stock or securities, the certificate or
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certificates for, or other evidences of, such new or
additional or different shares or securities, shall also be
held by the Company in its control for the account of such
Participant as provided in paragraph 5.1 above. Any
allocated portion of an Award subject to adjustment as
described in paragraph 4.2 above shall be increased or
decreased in the same manner as shares already issued to a
Participant subject to restrictions. All provisions of the
Plan relating to restrictions and lapse of restrictions
herein set forth shall thereupon be applicable to such new
or additional or different shares or securities to the
extent they were issued to a Participant; provided, however,
that if the Participant shall receive rights, warrants or
fractional interests in respect of any of such shares, such
rights or warrants may be held, exercised, sold or otherwise
disposed of, and such fractional interests may be settled,
by the Participant free and clear of the restrictions
hereafter set forth.
5.3 Imposition of Restrictions. Each share issued to
a Participant under the Plan shall be subject to the
following restrictions except to the extent that such
restrictions have lapsed pursuant to paragraph 5.4 below:
5.3.1 Transfer Restrictions. None of such shares
shall be sold, exchanged, transferred, pledged,
hypothecated, or otherwise disposed of in any manner,
whether voluntarily or involuntarily.
5.3.2 Forfeitures. All of such shares issued, and
all shares subject to Awards, shall be forfeited to the
Company without notice immediately upon the occurrence
of any of the following events:
a. The termination of the employment
of the Participant with the Company and all
Subsidiaries for any reason other than
Retirement, Disability, Involuntary
Termination or death, or
b. The performance of services by the
Participant, while an employee of the Company
or any Subsidiary, as an employee, consultant
or independent contractor for, or the
acquisition of an ownership interest in
excess of five percent (5%) in, any
competitor of the Company or competitor of
any Subsidiary without the express written
consent of the Company, or
c. An attempt to transfer or cause to
transfer such shares, whether voluntarily or
involuntarily, in violation of paragraph
5.3.1 above, or
d. A violation of such additional or
more severe restrictions which may be imposed
by the Committee pursuant to paragraph 5.1.
5.4 Release of Restrictions. Subject to any
adjustments required by paragraph 4.2(b) above, the
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restrictions set forth in paragraph 5.3 above on shares
issued to Participants under the Plan, to the extent such
shares have not been forfeited pursuant to paragraph 5.3
above, shall lapse:
(a) on the first to happen of (i) the date of the
Participant's death, (ii) the termination of the
Participant's employment by reason of his Retirement or
Disability, (iii) termination of employment for any reason
other than wilful and material actions causing direct and
substantial damage to the Company or its Subsidiaries or
affiliates, or any termination of the Plan, throughout the
three-year period following a "change of control", as
defined in the CBI Pension Plan, (iv) involuntary
termination of employment pursuant to a program of workforce
reduction, as determined by the authorized officers of the
Company, and (v) the fifth anniversary of the beginning of
the fiscal year for which a Target Award is approved, as to
all shares issued pursuant to such Target Award, as the same
may be increased or decreased in accordance with the Plan;
or
(b) pursuant to such additional or more severe
restrictions imposed by the Committee pursuant to paragraph
5.1.
5.5 Effect of Death Prior to Release of
Restrictions. Should a Participant die, all shares to be
issued by the Company with respect to such Participant under
this Plan shall be transferred on the books of the Company
and issued to such beneficiary or beneficiaries as have been
effectively designated by the Participant or, if none, then
to the deceased Participant's surviving spouse or, if none,
then to the Participant's lawful descendants, per stirpes as
defined by common law, or, if none, then to the deceased
Participant's estate. Any such transfer shall be made
effective as of the date of death of the Participant. To be
effective, the designation of such beneficiary must be filed
with the Committee or its designee in such written form as
it requires and may include secondary, successive or
contingent beneficiaries. Any Participant may change a
beneficiary designation at any time by filing with the
Committee or its designee a new beneficiary designation
meeting the above requirements. The determination of the
Committee as to the identity of a beneficiary, or whether a
beneficiary is living or dead, pursuant to any
determinations of rights under this Plan shall be conclusive
and binding on all concerned.
5.6 Withholding of Shares. To the extent the receipt
of shares pursuant to a lapse of restrictions is subject to
the withholding of any income or employment taxes by the
Company for which the Company requires reimbursement from
the recipient, the recipient may elect to reimburse the
Company with shares withheld from the shares to be received,
or cash, or a combination of such shares and cash, of
sufficient value to make such reimbursement. Any such
withholding or reimbursement shall comply with all
applicable governing laws and regulations.
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6. Miscellaneous.
6.1 Administration. Subject to the express provisions
of the Plan, the Committee shall have complete authority to
interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to it, and to make all other
determinations necessary or advisable for the administration
of the Plan. The Committee's determinations on the matters
referred to herein shall be final and conclusive.
6.2 Limitation. Nothing in the Plan or in any Award
shall confer on any employee the right to continue in the
employ of the Company or any of its Subsidiaries nor
interfere in any way with the right of the Company or its
Subsidiaries to terminate the employment of that employee at
any time.
6.3 Amendment and Termination. The Board may suspend
or terminate the Plan, or amend the Plan in such respect as
it shall deem advisable, provided, however, that such
amendment shall not, without the consent of the Participant
to whom any Award shall theretofore have been granted under
the Plan, adversely affect the rights of such Participant
under such Award, including shares which may still be
subject to increase or decrease as provided under the Plan,
and further provided that such amendment shall not change
the maximum number of shares available under the Plan or
available for any one Participant.
6.4 Effectiveness of the Plan. The Plan shall become
effective on March 9, 1994. No Awards shall be made under
the Plan after April 30, 2000, nor shares issued under the
Plan after April 30, 2002 when shares covered by First Year
Awards and Second Year Awards based on the last Target Award
under the Plan are no longer subject to increase or
decrease, or such earlier date as the Plan may have been
terminated pursuant to paragraph 6.3.
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