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Exhibit 10(g)
THE PITTSTON COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(July 26, 1993)
ARTICLE I
Purpose of the Plan
The purpose of this Non-Employee Directors' Stock Option Plan (this
"Plan") is to attract and retain the services of experienced independent
directors for The Pittston Company (the "Company") by encouraging them to
acquire a proprietary interest in the Company in the form of shares of both
classes of the Company's Common Stock (the "Common Stock"), viz., Pittston
Services Group Common Stock and Pittston Minerals Group Common Stock. Unless
otherwise indicated, references in this Plan to Common Stock shall be construed
to refer to the class of Common Stock covered by the particular option. The
Company intends this Plan to provide those directors with additional incentive
to further the best interests of the Company and its shareholders.
ARTICLE II
Administration of the Plan
This Plan shall be administered by the Board of Directors of the Company
(the "Board"). The Board is authorized to interpret this Plan and may from
time to time adopt such rules and regulations for carrying out this Plan as it
deems best. All determinations by the Board pursuant to the provisions of this
Plan shall be made in accordance with and subject to applicable provisions of
the Company's bylaws, and all such determinations and related orders or
resolutions of the Board shall be final, conclusive and binding on all persons.
All authority of the Board provided for in or pursuant to this Plan, including,
without limitation, the authority set forth in Articles III and IX may also be
exercised by the Compensation and Benefits Committee of the Board or by such
other committee of the Board as the Board may designate for the purpose.
ARTICLE III
Eligibility; Number and Price of Option Shares
Section 1. Options shall be granted only to directors ("Non-Employee
Directors") who are not also employees of the Company or any of its
Subsidiaries.
Section 2. Subject to the provisions of Section 4 of this Article III,
the maximum number of shares of Common Stock which may be issued pursuant to
options granted under this
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Plan shall be (a) in the case of Pittston Services Group Common Stock, 200,000
shares, and (b) in the case of Pittston Minerals Group Common Stock, 40,000
shares.
Section 3. The purchase price per share of Common Stock under each
option shall be 100% of the Fair Market Value of a share of Common Stock
covered by such option at the time such option is granted.
Section 4. In the event of any dividend payable in any class of Common
Stock or any split or combination of any class of Common Stock, (a) the number
of shares of such class which may be issued under this Plan shall be
proportionately increased or decreased, as the case may be, (b) the number of
shares of such class (including shares subject to options not then exercisable)
deliverable pursuant to grants theretofore made shall be proportionately
increased or decreased, as the case may be, and (c) the aggregate purchase
price of shares subject to any such grant shall not be changed. Any option
subsequently granted pursuant to Sections 2 and 3 of Article IV shall be for a
number of shares reflecting such increase or decrease. In the event of any
other recapitalization, reorganization, extraordinary dividend or distribution
or restructuring transaction (including any distribution of shares of stock of
any Subsidiary or other property to holders of shares of any class of Common
Stock) affecting any class of Common Stock, the number of shares of such class
issuable pursuant to any option theretofore granted (whether or not then
exercisable), and/or the option price per share of such option, shall be
subject to appropriate adjustment; provided, however, that such option shall be
subject to only such adjustment as shall be necessary to maintain the
proportionate interest of the optionee and preserve, without exceeding, the
value of such option. In the event of a merger or share exchange in which the
Company will not survive as an independent, publicly owned corporation, or in
the event of a consolidation or of a sale of all or substantially all of the
Company's assets, provision shall be made for the protection and continuation
of any outstanding options by the substitution, on an equitable basis, of such
shares of stock, other securities, cash, or any combination thereof, as shall
be appropriate; provided, however, that such options shall be subject to only
such adjustment as shall be necessary to maintain the proportionate interest of
the optionee and preserve, without exceeding, the value of such options.
ARTICLE IV
Grant of Options
Section 1. Grants under this Plan shall relate to both classes of the
Company's Common Stock. Each option shall constitute a nonqualified stock
option not intended to qualify under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
Section 2. Each Non-Employee Director elected as a member of the Board
shall automatically be granted (a) an
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option for 10,000 shares of Pittston Services Group Common Stock and (b) an
option for 2,000 shares of Pittston Minerals Group Common Stock (or, in case of
an adjustment pursuant to Section 4 of Article III, the number of shares of
each respective class of Common Stock determined as provided in said Section 4)
on the first business day after the meeting of shareholders or of the Board, as
the case may be, at which such Director shall have first been elected. Each
such option shall be exercisable immediately as to one-third of the shares
covered thereby, as to an additional one-third on and after the first
anniversary of the date of grant and as to the remaining shares on and after
the second anniversary of such date.
Section 3. On August 1, 1993, and on July 1 of each subsequent year,
each Non-Employee Director who is a member of the Board as of each such date
shall automatically be granted an option to purchase 1,000 shares of Pittston
Services Group Common Stock and an option to purchase 200 shares of Pittston
Minerals Group Common Stock (or, in the case of an adjustment pursuant to
Section 4 of Article III, the number of shares of each respective class of
Common Stock determined as provided in said Section 4). Each such option shall
become exercisable in full six months after the date of grant.
Section 4. All instruments evidencing options granted under this Plan
shall be in such form, consistent with this Plan, as the Board shall determine.
ARTICLE V
Non-Transferability of Options
No option granted under this Plan shall be transferable by the optionee
otherwise than by will or by the laws of descent and distribution, and any such
option shall be exercised during the lifetime of the optionee only by the
optionee or the optionee's duly appointed legal representative.
ARTICLE VI
Exercise of Options
Section 1. Each option granted under this Plan shall terminate on the
tenth anniversary of the date of grant, unless sooner terminated as provided in
this Plan. Except in cases provided for in Article VII, each option may be
exercised only while the optionee is a Non-Employee Director.
Section 2. A person electing to exercise an option shall give written
notice to the Company of such election and of the number of shares of Common
Stock such person has elected to purchase, and shall tender the full purchase
price of such shares, which tender shall be made in cash or cash equivalent
(which may be such person's personal check) at the time of purchase or in
shares of Common Stock already owned by
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such person (which shares shall be valued for such purpose on the basis of
their Fair Market Value on the date of exercise), or in any combination
thereof. The Company shall have no obligation to deliver shares of Common
Stock pursuant to the exercise of any option, in whole or in part, until the
Company receives payment in full of the purchase price thereof. No optionee or
legal representative, legatee or distributee of such optionee shall be or be
deemed to be a holder of any shares of Common Stock subject to such option or
entitled to any rights as a shareholder of the Company in respect of any shares
of Common Stock covered by such option until such shares have been paid for in
full and issued by the Company.
ARTICLE VII
Termination of Options
Section 1. In the case of a Non-Employee Director who (i) ceases to
serve as such for any reason other than voluntary resignation or failure to
stand for reelection notwithstanding an invitation to continue to serve as a
Non-Employee Director and (ii) is entitled to receive a pension from the
Company in accordance with the Company's pension arrangements for Non-Employee
Directors, all the Non-Employee Director's options shall be terminated except
that any option to the extent exercisable at the date of ceasing so to serve
may be exercised within three years after such cessation, but not later than
the termination date of the option.
Section 2. In the case of a Non-Employee Director who dies while
serving as such, all the Non-Employee Director's options shall be terminated
except that any option to the extent exercisable by the Non-Employee Director
at the date of death, together with the unmatured installment, if any, of the
option which at such date is next scheduled to become exercisable, may be
exercised within one year after such date, but not later than the termination
date of the option, by the Non-Employee Director's estate or by the person
designated in the Non-Employee Director's last will and testament.
Section 3. In the case of a Non-Employee Director who dies after
ceasing to serve as such, all the Non-Employee Director's options shall be
terminated except that any option to the extent exercisable by the Non-Employee
Director at the date of ceasing so to serve may be exercised within one year
after the date of death, but not later than the termination date of the option,
by the Non-Employee Director's estate or by the person designated in the
Non-Employee Director's last will and testament.
Section 4. In the case of a Non-Employee Director (other than one to
whom Section 1, 2 or 3 of this Article VII is applicable) who ceases to serve
as such for any reason, all the Non-Employee Director's options shall be
terminated except that any option to the extent exercisable at the date of
ceasing so to serve may be exercised within one year after such date, but not
later than the termination date of the option.
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ARTICLE VIII
Miscellaneous Provisions
Section 1. Each option shall be subject to the requirement that, if at
any time the Board shall determine that the listing, registration or
qualification of the shares of Common Stock subject to such option upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such option or the issue
of Common Stock pursuant thereto, no option may be exercised, in whole or in
part, unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free from any conditions not reasonably
acceptable to the Board.
Section 2. The Company may establish appropriate procedures to ensure
payment or withholding of such income or other taxes, if any, as may be
provided by law to be paid or withheld in connection with the issue of shares
of Common Stock under this Plan.
Section 3. Nothing in this Plan shall be construed either to give any
Non-Employee Director any right to be retained in the service of the Company or
to limit the power of the Board to adopt additional compensation arrangements
(either generally or in specific instances) for directors of the Company or to
change such arrangements as in effect at any time.
ARTICLE IX
Plan Termination and Amendments
Section 1. The Board may terminate this plan at any time, but this
Plan shall in any event terminate on May 11, 1998, and no options may
thereafter be granted, unless the shareholders shall have approved its
extension. Options granted in accordance with this Plan prior to the date of
its termination may extend beyond that date.
Section 2. The Board may from time to time amend, modify or suspend
this Plan, but no such amendment or modification without the approval of the
shareholders shall
(a) increase the maximum number (determined as provided in this
Plan) of shares of any class of Common Stock which may be issued (i) to
any one Non-Employee Director or (ii) pursuant to all options granted
under this Plan;
(b) permit the grant of any option at a purchase price less than
100% of the Fair Market Value of the Common Stock covered by such option
at the time such option is granted;
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(c) permit the exercise of an option unless arrangements are made to
ensure that the full purchase price of the shares as to which the option
is exercised is paid at the time of exercise; or
(d) extend beyond May 11, 1998, the period during which options may
be granted.
ARTICLE X
Definitions
Wherever used in this Plan, the following terms shall have the meanings
indicated:
Fair Market Value: With respect to shares of any class of Common Stock,
the average of the high and low quoted sale prices of a share of such Stock on
the date in question (or, if there is no reported sale on such date, on the
last preceding date on which any reported sale occurred) on the New York Stock
Exchange Composite Transactions Tape.
Subsidiary: Any corporation of which stock representing at least 50% of
the ordinary voting power is owned, directly or indirectly, by the Company.