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1997 Restricted Stock Plan For Outside Directors
Effective January 1, 1997
ATLANTIC RICHFIELD COMPANY
1997 RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
To record the adoption of the Atlantic Richfield Company 1997 Restricted Stock
Plan for Outside Directors, effective January 1, 1997, the undersigned, being
duly authorized to act on behalf of Atlantic Richfield Company has executed this
plan document at Los Angeles, California on the 11th day of June, 1997.
ATTEST: ATLANTIC RICHFIELD COMPANY
BY: /s/ ARMINEH SIMONIAN BY: /s/ JOHN H. KELLY
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JOHN H. KELLY
Senior Vice President
Human Resources
ATLANTIC RICHFIELD COMPANY
1997 RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
TABLE OF CONTENTS
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PAGE NO.
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SECTION 1. PURPOSE OF THE PLAN.................................... 1
SECTION 2. DEFINITIONS............................................ 1
SECTION 3. ADMINISTRATION OF THE PLAN............................. 2
SECTION 4. GRANT OF RESTRICTED STOCK.............................. 2
SECTION 5. TERMS AND CONDITIONS OF RESTRICTED STOCK............... 3
SECTION 6. COMMON STOCK SUBJECT TO PLAN........................... 4
SECTION 7. ADJUSTMENTS............................................ 4
SECTION 8. GENERAL PROVISIONS..................................... 4
SECTION 9. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN...... 5
SECTION 10. EFFECTIVE DATE......................................... 5
ATLANTIC RICHFIELD COMPANY
1997 RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
The Restricted Stock Plan for Outside Directors of Atlantic Richfield
Company, a Delaware corporation, is set forth as follows:
I. PURPOSES OF THE PLAN
The purposes of this Plan are to provide nonemployee members of the Board
of Directors with a specific incentive to work for the long-range growth and
success of ARCO, to enable such members to acquire stock ownership and further
alignment with the goal of increasing the value of such stock, and to facilitate
the attraction and retention of directors of superior capability.
II. DEFINITIONS
As used herein, the following terms shall have the following meanings:
2.1 "ARCO" shall mean Atlantic Richfield Company.
2.2 "Board" means the Board of Directors of ARCO.
2.3 "Administrative Committee" shall mean the Outside Director Restricted
Stock Plan Committee which is comprised of a Committee consisting of employees
of the Company who are members of the Board and are appointed by the Chairman of
the Board with the concurrence of the Corporate Governance Committee. The
Committee is authorized to administer the Plan.
2.4 "Change of Control" shall mean Change of Control as defined in the
Atlantic Richfield Trust Agreement For Outside Directors Benefit Plans between
Atlantic Richfield Company and the State Street Bank and Trust Company,
effective as of July 1, 1994.
2.5 "Common Stock" shall mean the common stock of ARCO having a par value
of $2.50 per share.
2.6 "Fair Market Value" of a share of Common Stock shall be the mean
between the highest and lowest sales prices, or the closing sales price of a
share of Common Stock, whichever is higher, on the date in question as reported
on the composite tape for issues listed on the New York Stock Exchange.
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2.7 "Normal Retirement Age" means the normal retirement age for Outside
Directors established by the Board of Directors.
2.8 "Outside Director" means a member of the Board of Directors of ARCO
that is not an employee of ARCO.
2.9 "Plan" shall mean this Restricted Stock Plan for Outside Directors,
including any amendments hereof and rules and regulations hereunder.
2.10 "Restricted Stock" shall mean Common Stock awarded under this Plan,
which is subject to certain forfeiture and transferability restrictions as
provided in the Plan, in regulations of the Administrative Committee promulgated
thereunder, and in the agreement evidencing the grant of such Restricted Stock.
III. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Administrative Committee, which is
authorized to determine the maximum number of shares of Common Stock that may be
issued under the Plan and the source of such shares, to adopt rules regarding
the time and form of distributions and elections related thereto and to delegate
any responsibility to one or more employees of the Company. The Administrative
Committee shall act upon all matters relating to the interpretation and
construction of the Plan. Any interpretation, construction or any other action
made or taken pursuant to the provisions of the Plan by the Administrative
Committee shall be final, binding and conclusive for all purposes and upon all
persons including the Company, its Outside Directors and their respective
successors in interest.
IV. GRANT OF RESTRICTED STOCK
A. Effective January 1, 1997, there shall be a grant of shares of
Restricted Stock representing the converted value of the accrued benefit of each
Outside Director who was an active participant in the Atlantic Richfield Company
Retirement Plan for Outside Directors as of December 31, 1996, and who elected
such conversion effective January 1, 1997.
B. Effective March 31, 1997, there shall be a grant of shares of
Restricted Stock representing the converted value of the account balance of each
Outside Director who was an active Participant in the Atlantic Richfield Company
Deferral Plan For Outside Directors as of March 31, 1997 and who elected such
conversion effective March 31, 1997.
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C. After January 1, 1997, there shall be an additional annual grant of
shares of Restricted Stock representing the percentage of applicable director
and Committee Chairman retainer fees elected by the Outside Director in advance
of each calendar year pursuant to procedures adopted by the Administrative
Committee.
D. Dividends earned on any grant of Restricted Stock under Subparagraphs
A, B and C shall be reinvested in additional shares of Restricted Stock on the
date such dividends are earned and such additional shares of Restricted Stock
shall be subject to the terms and conditions generally applicable to Restricted
Stock under the Plan.
V. TERMS AND CONDITIONS OF RESTRICTED STOCK
All Restricted Stock granted or issued under the Plan shall be subject to
the following terms and conditions:
A. The Administrative Committee shall grant Restricted Stock under the
Plan to Outside Directors and the Administrative Committee shall in each case
determine the number of shares of Restricted Stock to be awarded, consistent
with the provisions of Article IV of the Plan.
B. Each share of Restricted Stock shall become nonforfeitable upon the
earlier of (i) retirement at Normal Retirement Age, (ii) Change of Control,
(iii) death, (iv) disability, or (v) termination prior to Normal Retirement Age
with the consent of a majority of the remaining members of the Board, provided
that failure to be nominated for re-election or to be re-elected after standing
for re-election shall constitute termination with such consent. If the Outside
Director terminates membership on the Board prior to Normal Retirement Age for
any reason other than Change of Control, death, disability or termination with
the consent of the majority of the remaining members of the Board, the shares of
Restricted Stock in the Outside Director's account shall be forfeited.
C. For the period during which shares of Restricted Stock are subject to
forfeiture under Subparagraph B hereof or are being held for later distribution
pursuant to a deferral election under Subparagraph D hereof, such shares shall
be nontransferable and nonassignable and may not be pledged or otherwise
encumbered by the Outside Director.
D. Each Outside Director shall be permitted to elect a distribution
subsequent to Normal Retirement Age subject to any time, form and other
procedures regarding such election as are prescribed by the Administrative
Committee, in which case the Restricted Stock shall continue to be
nontransferable and nonassignable prior to the end of the deferral period.
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E. Dividends accruing on shares of Restricted Stock shall be reinvested
in shares of Restricted Stock and be subject to the terms and conditions of the
Plan.
VI. COMMON STOCK SUBJECT TO PLAN
The maximum number of shares of Common Stock that may be issued under the
Plan shall not in the aggregate exceed 75,000 shares of Common Stock, subject to
the adjustments under Paragraph VII. Common Stock issued under the Plan shall be
Common Stock which is treasury stock. Shares of Common Stock subject to
forfeited Restricted Stock may again become available for the grant of
Restricted Stock under this Plan.
VII. ADJUSTMENTS
If the class of shares then subject to the Plan is changed into or
exchanged for a different number or kind of shares or securities, as the result
of any one or more reorganizations, recapitalizations, stock splits, reverse
stock splits, stock dividends or similar events, an adjustment shall be made in
the number and/or type of shares or securities for which Restricted Stock has
been or may thereafter be granted under this Plan.
VIII. GENERAL PROVISIONS
A. Each member of the Administrative Committee may rely upon information
reported to him or her by officers or employees of ARCO with delegated
responsibilities and shall not be liable for any act of commission or omission
of others or, except in circumstances involving his or her own bad faith, for
any act taken or omitted by himself or herself.
B. The grant of shares of Restricted Stock under the Plan shall not
constitute an assurance of service on the Board, such service being subject to
election by the stockholders.
C. The Plan and the grant of Restricted Stock hereunder shall be subject
to all applicable rules and regulations of governmental and other authorities.
D. Shares of Common Stock received with respect to an award of
Restricted Stock pursuant to a stock split, stock dividend or other change in
the capitalization of the Company will be held subject to the same restrictions
on transferability that are applicable to such shares of Restricted Stock.
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IX. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
The Board of Directors of ARCO may suspend, terminate or amend the Plan.
No amendment, suspension or termination of the Plan shall deprive Outside
Directors to any Restricted Stock granted under the Plan on or before such date.
X. EFFECTIVE DATE
The effective date of the Plan is January 1, 1997.
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