HANDY & HARMAN
Long-Term Incentive Plan
SECTION 1 - Purpose and Term of Plan
The Long-Term Incentive Plan is designed to attract and retain
the services of selected key employees who are in a position to make a material
contribution to the successful operation of the business of Handy & Harman or
one or more of its subsidiaries. Awards under the Plan shall be made to selected
Participants in the form of shares of Restricted Stock. The Plan shall become
effective on January 1, 1988, subject to approval by the shareholders of Handy &
Harman. No awards may be made under the Plan subsequent to December 31, 1997.
SECTION 2 - Definitions
For the purposes of the Plan, the following terms shall have
the following meanings:
(a) "Board of Directors" means the Board of Directors of the
Corporation.
(b) "Change in Control" means the occurrence of one of the
following:
(x) A change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), or, if Item
6(e) is no longer in effect, any regulation issued by the
Securities and Exchange Commission which serves similar
purposes; or
(y) Any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the 1934 Act) is or becomes a beneficial
owner, directly or indirectly, of securities of the
Corporation representing twenty-five
percent (25%) or more of the combined voting power of the
Corporation's then outstanding securities.
(c) "Code" means the U.S. Internal Revenue Code,
as amended.
(d) "Committee" means the Compensation Committee
of the Board of Directors or such other committee as may be designated by the
Board of Directors.
(e) "Corporation" means Handy & Harman, a New York
corporation.
(f) "Common Stock" means the common stock, $1.00 par
value, of the Corporation.
(g) "Disability" means a physical or mental
impairment sufficient to make the individual eligible for benefits under the
Long-Term Disability Plan of the Corporation, so long as such impairment also
constitutes a disability within the meaning of Section 105(d)(4) of the Code.
(h) "Participant" means a key employee of the
Corporation or a Subsidiary who has been selected by the Committee to
participate in the Plan, including directors of the Corporation who are also
salaried officers of the Corporation.
(i) "Plan" means the Long-Term Incentive
Plan of Handy & Harman, as amended from time to time.
(j) "Restricted Period" means the period of years
selected by the Committee pursuant to Section 4.2.
(k) "Restricted Stock" means the Common Stock which
has been awarded to a Participant subject to the restrictions referred to in
Section 4, so long as such restrictions are in effect.
(l) "Retirement" means normal or early retirement
under the terms of a pension plan of the Corporation or a Subsidiary or
voluntary termination of employment; PROVIDED, HOWEVER, that in either case, the
Committee must have given its prior consent to treat the individual's
termination of employment as a retirement.
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(m) "Subsidiary" means any corporation or other legal entity,
domestic or foreign, more than 50 percent of the voting power of which is owned
or controlled, directly or indirectly, by the Corporation.
SECTION 3 - General Provisions
3.1 The Committee shall from time to time:
(a) Designate those persons to be granted awards under the
Plan.
(b) Determine the performance conditions under which awards of
Restricted Stock will be made.
(c) Communicate the performance conditions to the Partici-
pants in a timely manner.
(d) Determine the number of shares of Common Stock which shall
be granted to each such person.
(e) Determine the Restricted Period with respect to the awards
and any other conditions relating to the awards as it may deem appropriate,
consistent with the provisions of the Plan.
3.2 Participants shall be selected by the Committee from among
the key employees of the Corporation and its subsidiaries who are in a position
to have a material impact on the results of the operations of the Corporation
and its Subsidiaries in future years.
3.3 (a) Shares of Common Stock which may be issued under the
Plan may be either treasury shares or authorized and unissued shares of Common
Stock.
(b) Any shares of Common Stock returned to the Corporation as
the result of the forfeiture of Restricted Stock shall again be available for
award under the terms of the Plan.
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(c) Subject to Section 7.6, the aggregate number of shares of
Common Stock that may be awarded under the Plan is 400,000.
3.4 In making any determination as to Participants to whom
awards of Restricted Shares may be made and as to the number of Restricted
Shares to be allocated to any Participant, the Committee shall take into account
the duties of the respective Participants, their contribution to the success of
the Corporation and its Subsidiaries over a period specified by the Committee
but more than one (1) year and such other factors as the Committee may deem
relevant in connection with accomplishing the purposes of the Plan.
SECTION 4 - Restricted Stock
4.1 An award of Restricted Stock shall entitle a Participant
to receive, on the date or dates designated by the Committee, the number or
shares of Common Stock selected by the Committee. Restricted Stock awards shall
be expressly subject to the terms and conditions described in this Section 4.
4.2 During the Restricted Period selected by the Committee,
shares of Restricted Stock awarded to the Participant may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as hereinafter provided.
Except for such restrictions, the Participant, as owner of such shares, shall
have all the rights of a shareholder, including (but not limited to) the right
to receive all dividends paid on such shares (subject to the provisions of
Sections 7.6 and 7.7) and the right to vote such shares.
4.3 In the event of a Change in Control of the Corporation
during the Restricted Period, all restrictions imposed on the Restricted Stock
under Section 4.2 shall be removed and the Participant shall be the owner of
such shares free of any restrictions.
4.4 If a Participant ceases to be an employee of the
Corporation or its Subsidiaries during the Restricted Period for any reason
other than death, Disability or Retirement, all shares of Restricted Stock
theretofore awarded to him which are still subject to the restrictions imposed
by Section 4.2 shall upon such termination of employment be forfeited and
returned to the Corporation.
4.5 If a Participant ceases to be an employee of the
Corporation or its Subsidiaries during the Restricted Period by reason of death,
Disability or Retirement, shares of Restricted Stock shall become free of the
restrictions imposed by
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Section 4.2 to the extent determined by the Committee in its sole discretion and
the Corporation will deliver to him or his beneficiary, as the case may be,
within sixty (60) days, such shares of Common Stock pursuant to Section 4.8. Any
shares of common Stock which do not become free of restrictions shall be
forfeited and returned to the Corporation.
4.6 Each Participant awarded shares of Restricted Stock shall
enter into an Agreement with the Corporation in a form specified by the
Committee, agreeing to the terms and conditions of the award and such other
matters as the Committee shall in its sole discretion determine. Failure by the
Participant to comply with the provisions of the Agreement shall cause the
shares of Restricted Stock to be forfeited and returned to the Corporation.
4.7 Each certificate issued in respect of shares of Restricted
Stock awarded under the Plan shall be registered in the name of the Participant,
shall be deposited by him with the corporation together with a stock power
endorsed in blank and shall bear the following (or similar) legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in Section 4 of
the Long-Term Incentive Plan of Handy & Harman and an
Agreement entered into between the registered owner and Handy
& Harman."
4.8 When the restrictions imposed by Section 4.2 or other
similar restrictions expire, terminate or have otherwise been satisfied with
respect to one or more shares of Restricted Stock, the Corporation shall deliver
to the Participant (or his legal representative, beneficiary or heir) a
certificate or certificates representing one share of Common Stock for each such
share of Restricted Stock deposited with it by the Participant pursuant to
Section 4.7. Such certificate or certificates shall not bear the legend referred
to in Section 4.7. At that time, the Agreement referred to in Section 4.6, as it
relates to such shares, shall be terminated.
SECTION 5 - Administration
5.1 The Plan shall be administered by the Committee, which
shall be composed of such members (not less than three) of the Board of
Directors as shall be appointed from time to time by the Board. At all times the
Committee shall be composed of directors, no member of which shall be eligible
to be a Participant. Any
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member of the Committee may resign at any time. The Board of Directors may
remove any member of the Committee at any time and may fill any vacancy in the
Committee.
5.2 Subject to the provisions of the Plan, the Committee shall
have exclusive power to select the key employees who shall be Participants and
to determine the amount of, or method of determining, the awards to be made to
each such Participant.
5.3 The Committee's interpretation of the Plan or of any award
granted pursuant thereto shall be final and binding on all Participants.
5.4 The Committee shall have the authority to establish, adopt
or revise such rules or regulations relating to the Plan as it may deem
necessary or advisable for the operation and administration of the Plan.
5.5 The Committee shall appoint a secretary thereof who will
be responsible for maintaining records of the minutes of meetings of the
Committee and other actions of the Committee throughout the term of the Plan and
continuing thereafter while any shares of Restricted Stock are outstanding.
SECTION 6 - Amendment or Termination
6.1 Upon recommendation by the Committee, the Board of
Directors may amend any provision of the Plan or any agreement thereunder at any
time; provided, however, that no such amendment may increase the number of
shares of Common Stock as indicated in section 3.3 which may be awarded under
the Plan, change the class of employees eligible to participate in the Plan, or
materially increase the benefits accruing to Participants of the Plan, unless
such amendment is approved by the holders of a majority of the outstanding
shares of Common Stock entitled to vote.
6.2 The Board of Directors shall also have the right to
terminate the Plan at any time. If the Plan is terminated, any awards of
Restricted Stock made prior to the date of termination shall not be affected and
shall continue in effect in accordance with the provisions of the Plan,
including the provisions relating to the authority of the Committee to
administer and interpret the Plan.
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Except with the consent of the Participant, no amendment,
suspension or termination shall impair the rights of any Participant in any
Common Stock awarded to such Participant under the Plan.
6.3 The Committee may refrain from designating any
Participants or from making any awards at any time during the term of the Plan,
but such action shall not be deemed a termination of the Plan. No Participant or
officer shall have any claim or right to be granted awards under the Plan.
SECTION 7 - Miscellaneous
7.1 The fact that a key employee has been designated as a
Participant shall not confer on him any right to be retained in the employ of
the Corporation or one or more of its subsidiaries, or to continue to be
designated as a Participant.
7.2 No award under the Plan shall be taken into account in
determining a Participant's compensation for the purposes of any group life
insurance or other employee benefit or pension plan of the Corporation or a
Subsidiary.
7.3 The Plan shall not be deemed an exclusive method of
providing incentive compensation for the officers and employees of the
Corporation and its Subsidiaries, nor shall it preclude the Board of Directors
from authorizing or approving other forms of incentive compensation.
7.4 All expenses and costs in connection with the operation of
the Plan shall be borne by the Corporation.
7.5 Restricted Stock awarded pursuant to the Plan shall not be
transferable by the Participant other than by will or the laws of descent and
distribution.
7.6 In the event of any change in the outstanding shares of
Common Stock in the Corporation by reason of any stock dividend or split,
recapitalization, merger, consolidation, combination or exchange of shares or
other similar corporate change other than a Change in Control, the maximum
aggregate number and class of shares from which awards of Restricted Stock may
be granted under the Plan shall be appropriately adjusted by the Committee,
whose determination shall be conclusive. Any new shares of Restricted Stock
which are issued to a Participant will continue to be subject to the same
restrictions that were in force prior to any such change.
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7.7 The Corporation shall be entitled to withhold from any
awards made under the Plan the amount of taxes the Corporation deems necessary
to satisfy any applicable Federal, state and local income tax withholding
obligations arising from the award or to make other appropriate arrangements
with Participants to satisfy such obligations.
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