HANDY & HARMAN
1995 OMNIBUS STOCK INCENTIVE PLAN
1. Establishment and Purpose.
There is hereby adopted the Handy & Harman 1995 Omnibus Stock Incentive
Plan (the "Plan"). The Plan shall be the successor to the Handy & Harman
Long-Term Incentive Stock Option Plan (the "Predecessor Plan"). Upon adoption of
the Plan by the Board of Directors and approval of the Plan by stockholders of
Handy & Harman, no further awards shall be made under the Predecessor Plan. If
the Plan is not approved by the stockholders of Handy & Harman, the Predecessor
Plan shall remain in full force and effect. This Plan is intended to promote the
interests of the Company and the stockholders of Handy & Harman by providing
officers and other employees of the Company (including directors who are also
employees of the Company) with appropriate incentives and rewards to encourage
them to enter into and continue in the employ of the Company and to acquire a
proprietary interest in the long-term success of the Company.
2. Definitions.
As used in the Plan, the following definitions apply to the terms
indicated below:
(a) "Agreement" shall mean the written agreement between Handy &
Harman and a Participant evidencing an Incentive Award.
(b) "Board of Directors" shall mean the Board of Directors of Handy &
Harman.
(c) "Cause," when used in connection with the termination of a
Participant's employment by the Company, shall mean (i) the
willful and continued failure by the Participant substantially to
perform his duties and obligations to the Company (other than any
such failure resulting from his incapacity due to physical or
mental illness) or (ii) the willful engaging by the Participant in
misconduct which is materially injurious to the Company. For
purposes of this Section 2(c), no act, or failure to act, on a
Participant's part shall be considered "willful" unless done, or
omitted to be done, by the Participant in bad faith and without
reasonable belief that his action or omission was in the best
interest of the Company. The Committee shall determine whether a
termination of employment is for Cause.
(d) "Change in Control" shall mean any of the following occurrences:
(i) any "person," as such term is used in Sections 13(d) and 14(d)
of the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or any corporation owned, directly or indirectly, by the
stockholders of Handy & Harman in substantially the same
proportions as their ownership of stock of Handy & Harman), is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of Handy &
Harman representing 25% or more of the combined voting power of
Handy & Harman's then outstanding securities;
(ii) during any period of not more than two consecutive years (not
including any period prior to the adoption of the Plan),
individuals who at the beginning of such period constitute the
Board of Directors and any new director (other than a director
designated by a person who has entered into an agreement with
Handy & Harman to effect a transaction described in clause (i),
(iii) or (iv) of this Section) whose election by the Board of
Directors or nomination for election by Handy & Harman's
stockholders was approved by a vote of at least two-thirds (2/3)
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 at least a majority thereof;
(iii) the stockholders of Handy & Harman approve a merger or
consolidation of Handy &
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Harman with any other corporation, other than (A) a merger or
consolidation which would result in the voting securities of
Handy & Harman outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more
than 70% of the combined voting power of the voting securities of
Handy & Harman or such surviving entity outstanding immediately
after such merger or consolidation or (B) a merger or
consolidation effected to implement a recapitalization of Handy &
Harman (or similar transaction) in which no "person" (as
hereinabove defined) acquires more than 50% of the combined voting
power of Handy & Harman's then outstanding securities; or
(iv) the stockholders of Handy & Harman approve a plan of
complete liquidation of Handy & Harman or an agreement for the
sale or disposition by Handy & Harman of all or substantial ly
all of Handy & Harman's assets.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(f) "Committee" shall mean the Compensation Committee of the Board of
Directors. The Committee shall consist of two or more persons each
of whom is an "outside director" within the meaning of Section
162(m) of the Code and a "disinterested person" within the
meaning of Rule 16b-3 under the Exchange Act.
(g) "Company" shall mean, collectively, Handy & Harman and each of its
subsidiaries now held or hereinafter acquired.
(h) "Company Stock" shall mean the common stock of Handy & Harman, par
value $1.00 per share.
(i) "Disability" shall mean: (1) any physical or mental condition that
would qualify a Participant for a disability benefit under the
long-term disability plan maintained by the Company and
applicable to him; or (2) when used in con-
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nection with the exercise of an Incentive Stock Option following
termination of employment, disability within the meaning of
Section 22(e)(3) of the Code.
(j) "Effective Date" shall mean the date upon which this Plan is
adopted by the Board of Directors.
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
(l) "Executive Officer" shall have the meaning set forth in Rule 3b-7
promulgated under the Exchange Act.
(m) The "Fair Market Value" of a share of Company Stock, as of a date
of determination, shall mean (i) the closing sales price per share
of Company Stock on the national securities exchange on which
such stock is principally traded for the last preceding date on
which there was a sale of such stock on such exchange, or (ii) if
the shares of Company Stock are not listed or admitted to trading
on any such exchange, the closing price as reported by the Nasdaq
Stock Market for the last preceding date on which there was a sale
of such stock on such exchange, or (iii) if the shares of Company
Stock are not then listed on the Nasdaq Stock Market, the average
of the highest reported bid and lowest reported asked prices for
the shares of Company Stock as reported by the National
Association of Securities Dealers, Inc. Automated Quotations
System for the last preceding date on which there was a sale of
such stock in such market, or (iv) if the shares of Company Stock
are not then listed on a national securities exchange or traded
in an over-the-counter market or the value of such shares not
otherwise determinable, such value as determined by the Committee
in good faith.
(n) "Handy & Harman" shall mean Handy & Harman, a New York
corporation.
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(o) "Incentive Award" shall mean an Option, Tandem SAR, Stand-Alone
SAR, Restricted Stock grant, Phantom Stock grant or Stock Bonus
granted pursuant to the terms of the Plan.
(p) "Incentive Stock Option" shall mean an Option that is an
"incentive stock option" within the meaning of Section 422 of the
Code.
(q) "Issue Date" shall mean the date established by Handy & Harman on
which certificates representing shares of Restricted Stock shall
be issued by Handy & Harman pursuant to the terms of Section
10(e).
(r) "Non-Qualified Stock Option" shall mean an Option that is not an
Incentive Stock Option.
(s) "Option" shall mean an option to purchase shares of Company Stock
granted pursuant to Section 7.
(t) "Participant" shall mean an employee of the Company to whom an
Incentive Award is granted pursuant to the Plan, and, upon his
death, his successors, heirs, executors and administrators, as
the case may be.
(u) "Phantom Stock" shall mean the right, granted pursuant to Section
11, to receive in cash the Fair Market Value of a share of Company
Stock.
(v) "Plan" shall mean this Handy & Harman 1995 Omnibus Stock Incentive
Plan, as amended from time to time.
(w) "Predecessor Plan" shall mean the Handy & Harman Long-Term
Incentive Stock Option Plan.
(x) "Restricted Stock" shall mean a share of Company Stock which is
granted pursuant to the terms of Section 10 hereof and which is
subject to the restrictions set forth in Section 10(c).
(y) "Rule 16b-3" shall mean the Rule 16b-3 promulgated under the
Exchange Act.
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(z) "Section 162(m)" shall mean Section 162(m) of the Code and the
regulations promulgated thereunder.
(aa) "Securities Act" shall mean the Securities Act of 1933, as amended
from time to time.
(ab) "Stand-Alone SAR" shall mean a stock appreciation right granted
pursuant to Section 9 which is not related to any Option.
(ac) "Stock Bonus" shall mean a bonus payable in shares of Company
Stock granted pursuant to Section 12.
(ad) "Subsidiary" shall mean a "subsidiary corporation" within the
meaning of Section 424(f) of the Code.
(ae) "Tandem SAR" shall mean a stock appreciation right granted
pursuant to Section 8 which is related to an Option.
(af) "Vesting Date" shall mean the date established by the Committee on
which a share of Restricted Stock or Phantom Stock may vest.
3. Stock subject to the Plan
(a) Shares Available for Awards
The maximum number of shares of Company Stock reserved for
issuance under the Plan shall be 1,000,000 shares (subject to
adjustment as provided herein). Such shares may be authorized but
unissued Company Stock or authorized and issued Company Stock held
in the Handy & Harman's treasury or acquired by Handy & Harman
for the purposes of the Plan. The Committee may direct that any
stock certificate evidencing shares issued pursuant to the Plan
shall bear a legend setting forth such restrictions on
transferability as may apply to such shares pursuant to the Plan.
The grant of a Tandem SAR shall not reduce the number of shares of
Company Stock with respect
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to which Incentive Awards may be granted pursuant to the Plan.
Upon the exercise of any Incentive Award granted in tandem with
any other Incentive Awards, such related Awards shall be cancelled
to the extent of the number of shares of Company Stock as to which
the Incentive Award is exercised and, notwithstanding the
foregoing, such number of shares shall no longer be available for
Incentive Awards under the Plan.
(b) Individual Limitation
The total number of shares of Company Stock subject to Incentive
Awards (including Incen tive Awards payable in cash but
denominated as shares of Company Stock, i.e., Stand-Alone SARs and
Phantom Stock), awarded to any employee during any tax year of the
Company, shall not exceed 300,000 shares. Determinations under the
preceding sentence shall be made in a manner that is consistent
with Section 162(m).
(c) Adjustment for Change in Capitalization.
In the event that the Committee shall determine that any dividend
or other distribution (whether in the form of cash, Company
Stock, or other property), recapitalization, Company Stock split,
reverse Company Stock split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share
exchange, or other similar corporate transaction or event, affects
the Company Stock such that an adjustment is appropriate in order
to prevent dilution or enlargement of the rights of Participants
under the Plan, then the Committee shall make such equitable
changes or adjustments as it deems necessary or appropriate to any
or all of (i) the number and kind of shares of Company Stock which
may thereafter be issued in connection with Incentive Awards, (ii)
the number and kind of shares of Company Stock issued or issuable
in respect of outstanding Incentive Awards, and (iii) the exercise
price, grant price, or purchase price relating to any Incentive
Award; provided that, with respect to Incentive Stock
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Options, such adjustment shall be made in accordance with Section
424 of the Code.
(d) Re-use of Shares.
The following shares of Company Stock shall again become available
for Incentive Awards; any shares subject to an Incentive Award
that remain unissued upon the cancellation, surrender, exchange
or termination of such award for any reason whatsoever; any shares
of Restricted Stock forfeited; and any shares in respect of which
a stock appreciation right is settled for cash.
4. Administration of the Plan.
The Plan shall be administered by the Committee. The Committee shall have
the authority in its sole discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Incentive Awards; to determine the persons to
whom and the time or times at which Incentive Awards shall be granted; to
determine the type and number of Incentive Awards to be granted, the number of
shares of Stock to which an Award may relate and the terms, conditions,
restrictions and performance criteria relating to any Incentive Award; to
determine whether, to what extent, and under what circumstances an Incentive
Award may be settled, cancelled, forfeited, exchanged, or surrendered (provided
that in no event shall the foregoing be construed to permit the repricing of an
Option (whether by amendment, cancellation and regrant or otherwise) to a lower
exercise price); to make adjustments in the performance goals in recognition of
unusual or non-recurring events affecting the Company or the financial
statements of the Company (to the extent in accordance with Section 162(m), if
applicable), or in response to changes in applicable laws, regulations, or
accounting principles; to construe and interpret the Plan and any Incentive
Award; to prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms and provisions of Agreements; and to make all
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other determinations deemed necessary or advisable for the administration of the
Plan.
The Committee may, in its absolute discretion, without amendment to the
Plan, (i) accelerate the date on which any Option or Stand-Alone SAR granted
under the Plan becomes exercisable, waive or amend the operation of Plan
provisions respecting exercise after termination of employment or otherwise
adjust any of the terms of such Option or Stand-Alone SAR, and (ii) accelerate
the Vesting Date or Issue Date, or waive any condition imposed hereunder, with
respect to any share of Restricted Stock or Phantom Stock or otherwise adjust
any of the terms applicable to such share.
No member of the Committee shall be liable for any action, omission or
determination relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Committee and each other director or employee of
the Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Committee) arising out of any action, omission or
determination relating to the Plan, unless, in either case, such action,
omission determination was taken or made by such member, director or employee in
bad faith and without reasonable belief that it was in the best interests of the
Company.
5. Eligibility.
The persons who shall be eligible to receive Incentive Awards pursuant
to the Plan shall be such employees of the Company (including officers of the
Company, whether or not they are directors of Handy & Harman) as the Committee
shall select from time to time. Directors who are not employees or officers of
the Company shall not be eligible to receive Incentive Awards under the Plan.
6. Awards Under the Plan; Agreement.
The Committee may grant Options, Tandem SARs, Stand-Alone SARs, shares
of Restricted Stock, shares of Phantom Stock and Stock Bonuses, in such amounts
and with such
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terms and conditions as the Committee shall determine, subject to the provisions
of the Plan.
Each Incentive Award granted under the Plan (except an unconditional
Stock Bonus) shall be evidenced by an Agreement which shall contain such
provisions as the Committee may in its sole discretion deem necessary or
desirable. By accepting an Incentive Award, a Participant thereby agrees that
the award shall be subject to all of the terms and provisions of the Plan and
the applicable Agreement.
7. Options.
(a) Identification of Options.
Each Option shall be clearly identified in the applicable
Agreement as either an Incentive Stock Option or a Non-Qualified
Stock Option.
(b) Exercise Price.
Each Agreement with respect to an Option shall set forth the
amount (the "option exercise price") payable by the grantee to the
Company upon exercise of the Option. The option exercise price
per share shall be determined by the Committee but shall in no
event be less than the Fair Market Value of a share of Company
Stock on the date the Option is granted.
(c) Term and Exercise of Options.
(1) Unless the applicable Agreement provides otherwise, an
Option shall become cumulatively exercisable as to 25
percent of the shares covered thereby on each of the first,
second, third and fourth anniversaries of the date of
grant. The Committee shall determine the expiration date of
each Option; provided, however, that no Incentive Stock
Option shall be exercisable more than 10 years after the
date of grant. Unless the applicable Agreement provides
otherwise, no Option shall be
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exercisable prior to the first anniversary of the date of
grant.
(2) An Option may be exercised for all or any portion of the
shares as to which it is exercisable, provided, that no
partial exercise of an Option shall be for an aggregate
exercise price of less than $1,000. The partial exercise of
an Option shall not cause the expiration, termination or
cancellation of the remaining portion thereof.
(3) An Option shall be exercised by delivering notice to Handy
& Harman's principal office, to the attention of its
Secretary, no less than one business day in advance of the
effective date of the proposed exercise. Such notice shall
be accompanied by the applicable Agreement, shall specify
the number of shares of Company Stock with respect to which
the Option is being exercised and the effective date of the
proposed exercise and shall be signed by the Participant or
other person then having the right to exercise the Option.
Such notice may be withdrawn at any time prior to the close
of business on the business day immediately preceding the
effective date of the proposed exercise. Payment for shares
of Company Stock purchased upon the exercise of an Option
shall be made on the effective date of such exercise by one
or a combination of the following means: (i) in cash, by
certified check, bank cashier's check or wire transfer;
(ii) subject to the approval of the Committee, in shares of
Company Stock owned by the Participant for at least six
months prior to the date of exercise and valued at their
Fair Market Value on the effective date of such exercise;
or (iii) subject to the approval of the Committee, by such
other provision as the Committee may from time to time
authorize. Any payment in shares of Company Stock shall be
effected by the delivery of such shares
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to the Secretary of Handy & Harman, duly endorsed in blank
or accompanied by stock powers duly executed in blank,
together with any other documents and evidences as the
Secretary of Handy & Harman shall require.
(4) Certificates for shares of Company Stock purchased upon the
exercise of an Option shall be issued in the name of the
Participant or other person entitled to receive such
shares, and delivered to the Participant or such other
person as soon as practicable following the effective date
on which the Option is exercised.
(d) Limitations on Incentive Stock Options.
(1) To the extent that the aggregate Fair Market Value of
shares of Company Stock with respect to which Incentive
Stock Options are exercisable for the first time by a
Participant during any calendar year under the Plan and any
other stock option plan of the Company (or any Subsidiary)
shall exceed $100,000, or such higher value as may be
permitted under Section 422 of the Code, such Options shall
be treated as Non-Qualified Stock Options. Such Fair Market
Value shall be determined as of the date on which each such
Incentive Stock Option is granted.
(2) No Incentive Stock Option may be granted to an individual
if, at the time of the proposed grant, such individual owns
stock possessing more than ten percent of the total
combined voting power of all classes of stock of the
Company or any Subsidiary unless (i) the exercise price of
such Incentive Stock Option is at least 110 percent of the
Fair Market Value of a share of Company Stock at the time
such Incentive Stock Option is granted and (ii) such
Incentive Stock Option is not exercisable after the
expiration of five years
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from the date such Incentive Stock Option is granted.
(e) Effect of Termination of Employment.
(1) Unless the applicable Agreement provides otherwise, in the
event that the employment of a Participant with the
Company shall terminate for any reason other than Cause,
Disability or death (i) Options granted to such
Participant, to the extent that they are exercisable at the
time of such termination, shall remain exercisable until
the date that is three months after such termination, on
which date they shall expire, and (ii) Options granted to
such Participant, to the extent that they were not
exercisable at the time of such termination, shall expire
at the close of business on the date of such termination.
The three-month period described in this Section 7(e)(1)
shall be extended to one year in the event of the
Participant's death during such three-month period.
Notwithstanding the foregoing, no Option shall be
exercisable after the expiration of its term.
(2) Unless the applicable Agreement provides otherwise, in the
event that the employment of a Participant with the
Company shall terminate on account of the Disability or
death of the Participant (i) Options granted to such
Participant, to the extent that they were exercisable at
the time of such termination, shall remain exercisable
until the first anniversary of such termination, on which
date they shall expire, and (ii) Options granted to such
Participant, to the extent that they were not exercisable
at the time of such termination, shall expire at the close
of business on the date of such termination; provided,
however, that no Option shall be exercisable after the
expiration of its term.
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(3) In the event of the termination of a Participant's
employment for Cause, all out standing Options granted to
such Participant shall expire at the commencement of
business on the date of such termination.
(f) Acceleration of Exercise Date Upon Change in Control.
Upon the occurrence of a Change in Control, each Option granted
under the Plan and outstanding at such time shall become fully
and immediately exercisable and shall remain exercisable until
its expiration, termination or cancellation pursuant to the terms
of the Plan.
8. Tandem SARs.
The Committee may grant in connection with any Option granted hereunder
one or more Tandem SARs relating to a number of shares of Company Stock less
than or equal to the number of shares of Company Stock subject to the related
Option. A Tandem SAR may be granted at the same time as, or, in the case of a
Non-Qualified Stock Option, subsequent to the time that, its related Option is
granted.
(a) Benefit Upon Exercise.
The exercise of a Tandem SAR with respect to any number of shares
of Company Stock shall entitle the Participant to a cash payment,
for each such share, equal to the excess of (i) the Fair Market
Value of a share of Company Stock on the exercise date over (ii)
the option exercise price of the related Option. Such payment
shall be made as soon as practicable after the effective date of
such exercise.
(b) Term and Exercise of Tandem SAR.
(1) A Tandem SAR shall be exercisable only if and to the extent
that its related Option is exercisable.
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(2) The exercise of a Tandem SAR with respect to a number of
shares of Company Stock shall cause the immediate and
automatic cancellation of its related Option with respect
to an equal number of shares. The exercise of an Option, or
the cancellation, termination or expiration of an Option
(other than pursuant to this Section 8(b)(2)), with
respect to a number of shares of Company Stock shall cause
the automatic and immediate cancellation of any related
Tandem SARs to the extent that the number of shares of
Company Stock remaining subject to such Option is less than
the number of shares subject to such Tandem SARs.
Such Tandem SARs shall be cancelled in the order in which
they become exercisable.
(3) A Tandem SAR may be exercised for all or any portion of the
shares as to which it is exercisable; provided, that no
partial exercise of a Tandem SAR shall be for an aggregate
exercise price of less than $1,000. The partial exercise of
a Tandem SAR shall not cause the expiration, termination
or cancellation of the remaining portion thereof.
(4) No Tandem SAR shall be assignable or transferable otherwise
than together with its related Option.
(5) A Tandem SAR shall be exercised by delivering notice to
Handy & Harman's principal office, to the attention of its
Secretary, no less than one business day in advance of the
effective date of the proposed exercise. Such notice shall
be accompanied by the applicable Agreement, shall specify
the number of shares of Company Stock with respect to which
the Tandem SAR is being exercised and the effective date of
the proposed exercise and shall be signed by the
Participant or other person then having the right to
exercise the
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Option to which the Tandem SAR is related. Such notice may
be withdrawn at any time prior to the close of business on
the business day immediately preceding the effective date
of the proposed exercise.
9. Stand-Alone SARs.
(a) Exercise Price.
The exercise price per share of a Stand-Alone SAR shall be
determined by the Committee at the time of grant, but shall in no
event be less than the Fair Market Value of a share of Company
Stock on the date of grant.
(b) Benefit Upon Exercise.
The exercise of a Stand-Alone SAR with respect to any number of
shares of Company Stock shall entitle the Participant to a cash
payment, for each such share, equal to the excess of (i) the Fair
Market Value of a share of Company Stock on the exercise date over
(ii) the exercise price of the Stand-Alone SAR. Such payments
shall be made as soon as practicable.
(c) Term and Exercise of Stand-Alone SARs.
(1) Unless the applicable Agreement provides otherwise, a
Stand-Alone SAR shall become cumulatively exercisable as to
25 percent of the shares covered thereby on each of the
first, second, third and fourth anniversaries of the date
of grant. The Committee shall determine the expiration
date of each Stand-Alone SAR. Unless the applicable
Agreement provides otherwise, no Stand-Alone SAR shall be
exercisable prior to the first anniversary of the date of
grant.
(2) A Stand-Alone SAR may be exercised for all or any portion
of the shares as to which it is exercisable; provided, that
no partial exercise of a Stand-Alone SAR shall
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be for an aggregate exercise price of less than $1,000. The
partial exercise of a Stand-Alone SAR shall not cause the
expiration, termination or cancellation of the remaining
portion thereof.
(3) A Stand-Alone SAR shall be exercised by delivering notice
to Handy & Harman's principal office, to the attention of
its Secretary, no less than one business day in advance of
the effective date of the proposed exercise. Such notice
shall be accompanied by the applicable Agreement, shall
specify the number of shares of Company Stock with respect
to which the Stand-Alone SAR is being exercised, and the
effective date of the proposed exercise, and shall be
signed by the Participant. The Participant may withdraw
such notice at anytime prior to the close of business on
the business day immediately preceding the effective date
of the proposed exercise.
(d) Effect of Termination of Employment.
The provisions set forth in Section 7(e) with respect to the
exercise of Options following termination of employment shall
apply as well to such exercise of Stand-Alone SARs.
(e) Acceleration of Exercise Date Upon Change in Control.
Upon the occurrence of a Change in Control, any Stand-Alone SAR
granted under the Plan and outstanding at such time shall become
fully and immediately exercisable and shall remain exercisable
until its expiration, termination or cancellation pursuant to the
terms of the Plan.
10. Restricted Stock.
(a) Issue Date and Vesting Date.
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At the time of the grant of shares of Restricted Stock, the
Committee shall establish an Issue Date or Issue Dates and a
Vesting Date or Vesting Dates with respect to such shares. The
Committee may divide such shares into classes and assign a
different Issue Date and/or Vesting Date for each class. If the
grantee is employed by the Company on an Issue Date (which may be
the date of grant), the specified number of shares of Restricted
Stock shall be issued in accordance with the provisions of Section
10(e). Provided that all conditions to the vesting of a share of
Restricted Stock imposed pursuant to Section 10(b) are satisfied,
and except as provided in Section 10(g), upon the occurrence of
the Vesting Date with respect to a share of Restricted Stock, such
share shall vest and the restrictions of Section 10(c) shall
lapse.
(b) Conditions to Vesting.
At the time of the grant of shares of Restricted Stock, the
Committee may impose such restrictions or conditions to the
vesting of such shares as it, in its absolute discretion, deems
appropriate.
(c) Restrictions on Transfer Prior to Vesting.
Prior to the vesting of a share of Restricted Stock, no transfer
of a Participant's rights with respect to such share, whether
voluntary or involuntary, by operation of law or otherwise, shall
be permitted. Immediately upon any attempt to transfer such
rights, such share, and all of the rights related thereto, shall
be forfeited by the Participant.
(d) Dividends on Restricted Stock.
The Committee in its discretion may require that any dividends
paid on shares of Restricted Stock shall be held in escrow until
all restrictions on such shares have lapsed.
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(e) Issuance of Certificates.
(1) Reasonably promptly after the Issue Date with respect to
shares of Restricted Stock, Handy & Harman shall cause to
be issued a stock certificate, registered in the name of
the Participant to whom such shares were granted,
evidencing such shares; provided, that Handy & Harman shall
not cause such a stock certificate to be issued unless it
has received a stock power duly endorsed in blank with
respect to such shares. Each such stock certificate shall
bear the following legend:
The transferability of this certificate and the shares of
stock represented hereby are subject to the restrictions,
terms and conditions (including forfeiture provisions and
restrictions against transfer) contained in the Handy &
Harman Omnibus Stock Incentive Plan and an Agreement
entered into between the registered owner of such shares
and Handy & Harman. A copy of the Plan and Agreement is on
file in the office of the Secretary of Handy & Harman, 250
Park Avenue, New York, New York 10177.
Such legend shall not be removed until such shares vest pursuant
to the terms hereof.
(2) Each certificate issued pursuant to this Section 10(e),
together with the stock powers relating to the shares of
Restricted Stock evidenced by such certificate, shall be
held by Handy & Harman unless the Committee determines
otherwise.
(f) Consequences of Vesting.
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Upon the vesting of a share of Restricted Stock pursuant to the
terms hereof, the restrictions of Section 10(c) shall lapse.
Reasonably promptly after a share of Restricted Stock vests, Handy
& Harman shall cause to be delivered to the Participant to whom
such shares were granted, a certificate evidencing such share,
free of the legend set forth in Section 10(e).
(g) Effect of Termination of Employment.
(1) Subject to such other provision as the Committee may set
forth in the applicable Agreement, and to the Committee's
amendment authority pursuant to Section 4, upon the
termination of a Participant's employment for any reason
other than Cause, any and all shares to which restrictions
on transferability apply shall be immediately forfeited by
the Participant and transferred to, and reaquired by,
Handy & Harman; provided that if the Committee, in its
sole discretion, shall within thirty (30) days after such
termination of employment notify the Participant in
writing of its decision not to terminate the Participant's
rights in such shares, then the Participant shall continue
to be the owner of such shares subject to such continuing
restrictions as the Committee may prescribe in such
notice. In the event of a forfeiture of shares pursuant to
this section, Handy & Harman shall repay to the Participant
(or the Participant's estate) any amount paid by the
Participant for such shares. In the event that Handy &
Harman requires a return of shares, it shall also have the
right to require the return of all dividends paid on such
shares, whether by termination of any escrow arrangement
under which such dividends are held or otherwise.
(2) In the event of the termination of a Participant's
employment for Cause, all shares of Restricted Stock
granted to such
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Participant which have not vested as of the date of such
termination shall immediately be returned to Handy &
Harman, to gether with any dividends paid on such shares,
in return for which Handy & Harman shall repay to the
Participant any amount paid by the Participant for such
shares.
(h) Effect of Change in Control.
Upon the occurrence of a Change in Control, all outstanding shares
of Restricted Stock which have not theretofore vested shall
immediately vest and all restrictions on such shares shall
immediately lapse.
(i) Special Provisions Regarding Awards.
Notwithstanding anything to the contrary contained herein,
Restricted Stock granted pursuant to this Section 10 to Executive
Officers shall be based on the attainment by Handy & Harman or the
Company (or a Subsidiary or division of Handy & Harman if
applicable) of performance goals pre-established by the Committee,
based on one or more of the following criteria: (i) the
attainment of a specified percentage return on total stockholder
equity of the Company; (ii) the attainment of a specified
percentage increase in earnings per share of Company Stock; (iii)
the attainment of a specified percentage increase in net income of
the Company; and (iv) the attainment of a specified percentage
increase in profit before taxation of Handy & Harman or the
Company (or a Subsidiary or division of Handy & Harman if
applicable). Each such performance criteria shall be evaluated in
accordance with generally accepted accounting principles. Such
shares of Restricted Stock shall be released from restrictions
only after the attainment of such performance measures have been
certified by the Committee.
11. Phantom Stock.
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(a) Vesting Date.
At the time of the grant of shares of Phantom Stock, the Committee
shall establish a Vesting Date or Vesting Dates with respect to
such shares. The Committee may divide such shares into classes and
assign a different Vesting Date for each class. Provided that all
conditions to the vesting of a share of Phantom Stock imposed
pursuant to Section 11(c) are satisfied, and except as provided in
Section 11(d), upon the occurrence of the Vesting Date with
respect to a share of Phantom Stock, such share shall vest.
(b) Benefit Upon Vesting.
Upon the vesting of a share of Phantom Stock, the Participant
shall be entitled to receive in cash, within 30 days of the
date on which such share vests, an amount equal to the sum of
(i) the Fair Market Value of a share of Company Stock on the
date on which such share of Phantom Stock vests and (ii) the
aggregate amount of cash dividends paid with respect to a
share of Company Stock during the period commencing on the
date on which the share of Phantom Stock was granted and
terminating on the date on which such share vests.
(c) Conditions to Vesting.
At the time of the grant of shares of Phantom Stock, the
Committee may impose such restrictions or conditions to the
vesting of such shares as it, in its absolute discretion,
deems appropriate.
(d) Effect of Termination of Employment.
(1) Subject to such other provision as the Committee may set
forth in the applicable Agreement, and to the Committee's
amendment authority pursuant to Section 4, shares of
Phantom Stock that have not vested, together with any
dividends cred-
22
ited on such shares, shall be forfeited upon the
Participant's termination of employment for any reason
other than Cause.
(2) In the event of the termination of a Participant's
employment for Cause, all shares of Phantom Stock granted
to such Participant which have not vested as of the date of
such termination shall immediately be forfeited, together
with any dividends credited on such shares.
(e) Effect of Change in Control.
Upon the occurrence of a Change in Control, all outstanding shares
of Phantom Stock which have not theretofore vested shall
immediately vest.
(f) Special Provisions Regarding Awards.
Notwithstanding anything to the contrary contained herein,
Phantom Stock granted pursuant to this Section 11 to Executive
Officers shall be based on the attainment by Handy & Harman or the
Company (or a Subsidiary or division of Handy & Harman if
applicable) of performance goals pre-established by the Committee,
based on one or more of the following criteria: (i) the attainment
of a specified percentage return on total stockholder equity of
the Company; (ii) the attainment of a specified percentage
increase in earnings per share of Company Stock from continuing
operations; (iii) the attainment of a specified percentage
increase in net income of the Company; and (iv) the attainment of
a specified percentage increase in profit before taxation of Handy
& Harman or the Company (or a Subsidiary or division of Handy &
Harman if applicable). Each such performance criteria shall be
evaluated in accordance with generally accepted accounting
principles. No cash payment in respect of any Phantom Stock award
will be paid to an Executive Officer until the attainment of the
respective performance measures have been certified by the
Committee.
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12. Stock Bonuses.
In the event that the Committee grants a Stock Bonus, a certificate for
the shares of Company Stock comprising such Stock Bonus shall be issued in the
name of the Participant to whom such grant was made and delivered to such
Participant as soon as practicable after the date on which such Stock Bonus is
payable. Executive Officers shall be eligible to receive Stock Bonus grants
hereunder only after a determination of eligibility is made by the Committee, in
its sole discretion.
13. Rights as a Stockholder.
No person shall have any rights as a stockholder with respect to any
shares of Company Stock covered by or relating to any Incentive Award until the
date of issuance of a stock certificate with respect to such shares. Except as
otherwise expressly provided in Section 3(c), no adjustment to any Incentive
Award shall be made for dividends or other rights for which the record date
occurs prior to the date such stock certificate is issued.
14. No Special Employment Rights; No Right to Incentive Award.
Nothing contained in the Plan or any Agreement shall confer upon any
Participant any right with respect to the continuation of employment by the
Company or interfere in any way with the right of the Company, subject to the
terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Participant.
No person shall have any claim or right to receive an Incentive Award
hereunder. The Committee's granting of an Incentive Award to a participant at
any time shall neither require the Committee to grant any other Incentive Award
to such Participant or other person at any time or preclude the Committee from
making subsequent grants to such Participant or any other person.
15. Securities Matters.
(a) Handy & Harman shall be under no obligation to effect the
registration pursuant to the Securi-
24
ties Act of any interests in the Plan or any shares of Company
Stock to be issued hereunder or to effect similar compliance under
any state laws. Notwithstanding anything herein to the contrary,
Handy & Harman shall not be obligated to cause to be issued or
delivered any certificates evidencing shares of Company Stock
pursuant to the Plan unless and until Handy & Harman is advised
by its counsel that the issuance and delivery of such certificates
is in compliance with all applicable laws, regulations of
governmental authority and the requirements of any securities
exchange on which shares of Company Stock are traded. The
Committee may require, as a condition of the issuance and delivery
of certificates evidencing shares of Company Stock pursuant to the
terms hereof, that the recipient of such shares make such
covenants, agreements and representations, and that such
certificates bear such legends, as the Committee, in its sole
discretion, deems necessary or desirable.
(b) The transfer of any shares of Company Stock hereunder shall be
effective only at such time as counsel to Handy & Harman shall
have determined that the issuance and delivery of such shares is
in compliance with all applicable laws, regulations of
governmental authority and the requirements of any securities
exchange on which shares of Company Stock are traded. The
Committee may, in its sole discretion, defer the effectiveness of
any transfer of shares of Company Stock hereunder in order to
allow the issuance of such shares to be made pursuant to
registration or an exemption from registration or other methods
for compliance available under federal or state securities laws.
The Committee shall inform the Participant in writing of its
decision to defer the effectiveness of a transfer. During the
period of such deferral in connection with the exercise of an
Option, the Participant may, by written notice, withdraw such
exercise and obtain the refund of any amount paid with respect
thereto.
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16. Withholding Taxes.
Whenever cash is to be paid pursuant to an Incentive Award, the Company
shall have the right to deduct therefrom an amount sufficient to satisfy any
federal, state and local withholding tax requirements related thereto.
Whenever shares of Company Stock are to be delivered pursuant to an
Incentive Award, the Company shall have the right to require the Participant to
remit to the Company in cash an amount sufficient to satisfy any federal, state
and local withholding tax requirements related thereto. With the approval of the
Committee, a Participant may satisfy the foregoing requirement by electing to
have the Company withhold from delivery shares of Company Stock having a value
equal to the amount of tax to be withheld. Such shares shall be valued at their
Fair Market Value on the date of which the amount of tax to be withheld is
determined (the "Tax Date"). Fractional share amounts shall be settled in cash.
Such a withholding election may be made with respect to all or any portion of
the shares to be delivered pursuant to an Incentive Award.
17. Notification of Election Under Section 83(b) of the Code.
If any Participant shall, in connection with the acquisition of shares of
Company Stock under the Plan, make the election permitted under Section 83(b) of
the Code (i.e., an election to include in gross income in the year of transfer
the amounts specified in Section 83(b)), such Participant shall notify the
Company of such election within 10 days of filing notice of the election with
the Internal Revenue Service, in addition to any filing and a notification
required pursuant to regulation issued under the authority of Code Section
83(b).
18. Notification Upon Disqualifying Disposition Under Section 421(b) of the
Code.
Each Agreement with respect to an Incentive Stock Option shall require
the Participant to notify the Company of any disposition of shares of Company
Stock issued pursuant to the exercise of such Option under the circumstances
described in Section 421(b) of the Code (relating
26
to certain disqualifying dispositions), within 10 days of such disposition.
19. Amendment or Termination of the Plan.
The Board of Directors may, at any time, suspend or terminate the Plan or
revise or amend it in any respect whatsoever; provided, however, that
stockholder approval shall be required if and to the extent required by Rule
16b-3 or by any comparable or successor exemption under which the Board of
Directors believes it is appropriate for the Plan to qualify, or if and to the
extent the Board of Directors determines that such approval is appropriate for
purposes of satisfying Section 162(m) or 422 of the Code. Incentive Awards may
be granted under the Plan prior to the receipt of such stockholder approval but
each such grant shall be subject in its entirety to such approval and no award
may be exercised, vested or otherwise satisfied prior to the receipt of such
approval. Nothing herein shall restrict the Committee's ability to exercise
its discretionary authority pursuant to Section 4, which discretion may be
exercised without amendment to the Plan. No action hereunder may, without the
consent of a Participant, reduce the Participant's rights under any outstanding
Incentive Award.
20. Transfers Upon Death; Nonassignability.
Upon the death of a Participant, outstanding Incentive Awards granted to
such Participant may be exercised only by the executor or administrator of the
Participant's estate or by a person who shall have acquired the right to such
exercise by will or by the laws of descent and distribution. No transfer of an
Incentive Award by will or the laws of descent and distribution shall be
effective to bind the Company unless the Committee shall have been furnished
with (a) written notice thereof and with a copy of the will and/or such evidence
as the Committee may deem necessary to establish the validity of the transfer
and (b) an agreement by the transferee to comply with all the terms and
conditions of the Incentive Award that are or would have been applicable to the
Participant and to be bound by the acknowledgements made by the Participant in
connection with the grant of the Incentive Award.
27
During a Participant's lifetime, the Committee may permit the transfer,
assignment or other encumbrance of an outstanding Option or outstanding shares
of Restricted Stock unless (y) such Option is an Incentive Stock Option and the
Committee and the Participant intend that it shall retain such status, or (z)
the award is meant to qualify for the exemptions available under Rule 16b-3,
nontransferability is necessary under Rule 16b-3 in order for the award to so
qualify and the Committee and the Participant intend that it shall continue to
so qualify. Notwithstanding the foregoing, subject to any conditions as the
Committee may prescribe, a Participant may, upon providing written notice to the
Secretary of Handy & Harman, elect to transfer any or all Options granted to
such Participant pursuant to the Plan to members of his or her immediate family,
including, but not limited to, children, grandchildren and spouse or to trusts
for the benefit of such immediate family members or to partnerships in which
such family members are the only partners; provided, however, that no such
transfer by any Participant may be made in exchange for consideration.
21. Expenses and Receipts.
The expenses of the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Incentive Award will be used for
general corporate purposes.
22. Failure to Comply.
In addition to the remedies of the Company elsewhere provided for herein,
failure by a Participant (or beneficiary) to comply with any of the terms and
conditions of the Plan or the applicable Agreement, unless such failure is
remedied by such Participant (or beneficiary) within ten days after notice of
such failure by the Committee, shall be grounds for the cancellation and
forfeiture of such Incentive Award, in whole or in part, as the Committee, in
its absolute discretion, may determine.
23. Effective Date and Term of Plan.
The Plan became effective on the Effective Date, but the Plan (and any
grants of Incentive Awards made prior to stockholder approval of the Plan) shall
be subject to the requisite approval of the stockholders of Handy &
28
Harman. In the absence of such approval, such Incentive Awards shall be null and
void. Unless earlier terminated by the Board of Directors, the right to grant
Incentive Awards under the Plan will terminate on the tenth anniversary of the
Effective Date. Incentive Awards outstanding at Plan termination will remain in
effect according to their terms and the provisions of the Plan.
24. Applicable Law.
Except to the extent preempted by any applicable federal law, the Plan
will be construed and administered in accordance with the laws of the State of
New York, without reference to the principles of conflicts of law.
25. Participant Rights.
No Participant shall have any claim to be granted any award under the
Plan, and there is no obligation for uniformity of treatment for Participants.
Except as provided specifically herein, a Participant or a transferee of an
Incentive Award shall have no rights as a stockholder with respect to any shares
covered by any award until the date of the issuance of a Company Stock
certificate to him for such shares.
26. Unfunded Status of Awards.
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
Participant pursuant to an Incentive Award, nothing contained in the Plan or any
Agreement shall give any such Participant any rights that are greater than those
of a general creditor of the Company.
27. No Fractional Shares.
No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan. The Committee shall determine whether cash, other
Incentive Awards, or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.
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28. Beneficiary.
A Participant may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. If no designated beneficiary
survives the Participant, the executor or administrator of the Participant's
estate shall be deemed to be the grantee's beneficiary.
29. Interpretation.
The Plan is designed and intended to comply with Rule 16b-3 promulgated
under the Exchange Act and, with Section 162(m) of the Code, and all provisions
hereof shall be construed in a manner to so comply.
0190500.01-New YorkS5A
30