Exhibit 10(a)
PLAN DOCUMENT
THE KEY EMPLOYEES INCENTIVE PLAN
OF THE PITTSTON COMPANY
(Including Amendments Adopted on 03/14/97)
THE PITTSTON COMPANY
03/97
THE PITTSTON COMPANY
Key Employees Incentive Plan
1. Purpose. The Key Employees Incentive Plan (the "Plan") of The Pittston
Company (the "Company") represents a continuation and formalization of
the Company's compensation policies and practices generally observed by
it in the past. The purpose of the Plan is to provide greater incentives
for certain key management, professional and technical employees,
including certain officers, whose performance in fulfilling the
responsibilities of their positions can significantly affect the
profitable growth of the Company or its operating units. The Plan
provides an opportunity to earn additional compensation in the form of
cash incentive payments based on the employee's individual performance
and on the results achieved by the Company (or appropriate Operating
Group), and by the operating or staff unit for which the employee
performs services.
2. Administration. The Plan shall be administered by the Chief Executive
Officer of the Company, subject to the provisions of the Plan, and
subject to overall policy and administrative guidelines as the
Compensation and Benefits Committee (the "Committee") of the Company's
Board of Directors and the Board shall adopt annually as respects each
Plan year.
3. Eligibility for Participation. Each year the Chief Executive Officer,
upon advice from appropriate levels of management, shall select the key
managerial, professional or technical employees of the Company or any of
its subsidiaries who are to be eligible for participation in the Plan
during that year. Prior to March 1st (or such later date as the Chairman
of the Committee shall approve) of each year the Chief Executive Officer
shall submit to the Committee for its review and approval a list of
employees proposed for participation in the Plan for such year, together
with relevant information as to the identity and qualifications of such
proposed participants. From time to time thereafter the Chief Executive
Officer may
during such year propose any other employee or employees for
participation in the Plan for such year, subject to review and approval
by the Committee.
The selection of an employee for participation in any year shall not
constitute entitlement either to an incentive payment under the Plan for
that year nor to selection for participation in any subsequent calendar
year. Unless otherwise determined by the Committee in its sole
discretion, an employee shall not be eligible for any incentive payment
with respect to a particular year if he or she ceases to be an employee
prior to the end of such year. Directors of the Company who are not
officers of the Company or any of its subsidiaries shall not be eligible
for participation in the Plan.
4. Determination of Target Incentives. At the time of the initial selection
for participation in the Plan for a particular year, the Chief Executive
Officer shall determine a target incentive or a target incentive range
for that employee with respect to that year. Such incentive or range
(which shall give effect to limitations prescribed pursuant to the last
paragraph of Section 5 below) shall be indicative of the incentive
payment which the employee might expect to receive on the basis of
strong performance by such employee, by the Company (or Operating Group)
and by such employee's operating or staff unit. As promptly as
practicable thereafter, the Chief Executive Officer shall submit to the
Committee for its review and approval (i) a general description of the
performance standards and objectives which formed the basis for such
target incentive range and the weighing of those standards and
objectives in relation to individual performance, and (ii) an estimate
of the aggregate amount that might be payable for that year under the
Plan. In so far as practicable, such review by the Chief Executive
Officer with the Committee shall take place at the time when the list of
proposed participants in the Plan is initially submitted as provided in
Section 3 above. Thereafter, the Chief Executive Officer shall keep the
Committee advised with respect to any material changes, upward or
downward, in such estimate.
5. Cash Incentive Payments; Limitations. Promptly after the end of each
year, the performance of each employee selected for participation in the
Plan for that year, as well as the performance of the Company (or
appropriate Operating Group) and the employee's operating or staff unit,
shall be evaluated in accordance with the overall policy and
administrative guidelines adopted pursuant to Section 2 above. The Chief
Executive Officer shall, on the basis of such evaluation, determine
whether a cash incentive payment shall be made to such employee for that
year, and, if so, the amount of such payment, subject to review and
consultation with the Committee. The Committee shall review and approve
(which approval may in the Committee's sole discretion be made subject
to the further approval of the Board of Directors) the Chief Executive
Officer's determinations with respect to Incentive Payments, for senior
executive officers, and with respect to the aggregate amount, if any, of
all cash incentive payments to be made for such year, and shall submit
its recommendations to the Board of Directors. The Committee shall also
be responsible for recommending to the Board of Directors any incentive
payment with respect to the Chief Executive Officer and any other
officers who are also directors of the Company. The Board shall approve
any such payments, as well as the aggregate amount, if any, of all other
incentive payments for such year. The Chief Executive Officer shall, if
necessary, adjust the amount of individual payments in conformity with
the actions taken by the Board of Directors. Each such payment shall be
made as soon as practicable after such Board approval unless otherwise
determined by the Board in its sole discretion with respect to any one
or more participants.
The Board may from time to time establish for any year criteria (whether
based on pre-tax income, return on investment or a percentage of salary
or on other factors) by which the aggregate amount of all incentive
awards or the amount of individual awards for such year shall be
limited. In no event, however, shall any award for any year to any
participant in the Plan exceed an amount equal to such participant's
base salary (i.e., regular salary exclusive of any bonuses, commissions,
amounts credited or paid under any benefit plan of the Company or any of
its subsidiaries, and
such other compensation as may from time to time
be excluded by the Board for purposes hereof) for such year.
6. Non-Assignability, etc. No employee, no person claiming through such
employee, nor any other person shall have any right or interest under
the Plan, or in its continuance, or in the payment of any amount under
the Plan, unless or until all the provisions of the Plan, the rules
adopted thereunder, and any restrictions and limitations on the payment
itself have been fully complied with. No rights under the Plan,
contingent or otherwise, shall be transferable, assignable or subject to
any pledge or encumbrance of any nature, nor shall the Company or any of
its subsidiaries be obligated, except as otherwise required by law, to
recognize or give effect to any such transfer, assignment, pledge or
encumbrance.
7. General Provisions. The benefits provided for employees under the Plan
shall be in addition to, and in no way preclude other forms of
compensation to or in respect of such employee. However, the selection
of an employee for participation in the Plan shall not give such
employee any right to be retained in the employ of the Company or any of
its subsidiaries, either for any part of the year for which he or she
may have been selected to participate in the Plan, or for any subsequent
period.
The right of the Company and of each such subsidiary to dismiss or
discharge any such employee at any time is specifically reserved.
All payments pursuant to the Plan shall be subject to withholding in
respect of income and other taxes required by law to be withheld.
8. Amendment or Termination. The Board of Directors may from time to time
amend any of the provisions of the Plan other than the last sentence of
Section 5 above, or may at any time terminate the Plan, but no amendment
or termination shall
serve to cancel any incentive payment for any year which has been
approved by the Board. All actions taken in conformity with the Plan
shall be final, conclusive and binding on all parties, including
employees participating in the Plan.
All actions of the Board of Directors under the Plan shall be taken at a
meeting thereof, a quorum being present, by a majority of the Directors
who are not officers or employees of the Company or any of its
subsidiaries.