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EXHIBIT 11
CBI
RESTRICTED STOCK AWARD PLAN
(as amended October 6, 1981)
1. Purpose. The purpose of this CBI Restricted Stock Award Plan (the
"Plan") is to provide an incentive for Participants to contribute to the
continued growth and profitability of the Company by encouraging stock
ownership. The Plan is intended to further the interest of the Company by
enabling it to attract and retain the services of highly qualified and motivated
persons to serve the Company and its subsidiaries.
2. Definitions. As used in the Plan, the following terms shall have the
following meanings:
Award--The grant of Common Stock subject to the restrictions and pursuant
to the terms of the Plan.
Award Date--The date on which an Award is approved by the Board as provided
by paragraph 4.3 below.
Board--The Board of Directors of the Company, as from time to time
constituted.
Committee--The Compensation Committee of the Board, no member of which
shall be eligible to participate in the Plan while serving as such member.
Common Stock--Common shares of the Company, par value $2.50 per share.
Company--CBI Industries, Inc., a Delaware corporation.
Disability--That condition of a Participant, including but not limited to a
physical or mental condition, which makes a Participant unable to perform
the regular duties of his employment, as determined by the Committee,
provided, however, that Disability shall not consist of a condition
resulting from a cause which the Committee, in its rules, has excluded.
Effective Date--April 11, 1978.
Participant--An employee or former employee who has received an Award under
the Plan.
Retirement--The termination of employment of a Participant with the Company
and all subsidiaries on or after attaining age 62, or such earlier
termination with the Company's consent and as may be determined by the
Committee to constitute early retirement, provided, however, that no
termination of such employment by reason of dishonesty, fraud or breach of
trust against the Company or any of its subsidiaries, as determined by the
Committee, shall constitute Retirement.
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Supplemental Award--An Award made pursuant to paragraph 4.4 below and
designated as a "Supplemental Award" by the Committee at the time it is
made.
3. Common Stock Subject to Plan. There will be reserved for issue upon
the granting of Awards during the term of the Plan an aggregate of 500,000
shares of Common Stock, as adjusted by the Committee as required to reflect any
stock dividend, stock split, reclassification or similar change in
capitalization. If any such adjustment shall result in a fractional share such
fraction shall be disregarded. Upon the granting of an Award, the number of
shares reserved for Award shall be reduced by the number of shares so awarded,
and upon the forfeiture to the Company of any shares awarded hereunder the
number of shares reserved for Award shall be increased by such number of shares,
and such forfeited shares may again be the subject of an Award. Awards may be
made from authorized but unissued shares or from treasury shares. All
authorized but unissued shares awarded hereunder shall be fully paid and
nonassessable shares.
4. Eligibility and Awards.
4.1 Eligibility. The Chairman and President of the Company shall not
be eligible to become a Participant. All other management employees
(including officers but not directors unless also employees) of the Company
and of its present and future subsidiaries are eligible to be selected by
the Committee and approved by the Board as Participants.
4.2 Making of Awards. Subject to the express provisions of the Plan,
the Committee shall in its discretion determine the employees to whom, and
the time or times at which, Awards shall be made pursuant to the Plan and
the number of shares to be awarded. In making such determinations, the
Committee shall take into account the recommendations of the Management
Committee of the Company and the nature of the services rendered by the
respective employees, their present and potential contributions to the
Company's success and such other factors as the Committee in its discretion
shall deem relevant. Except as provided in paragraph 4.4 below, Awards to
any employee will not be made more frequently than once in each calendar
year.
4.3 Form of Award. As soon as reasonably practicable after making a
determination as provided in paragraph 4.2 above, the Committee shall
submit such determination to the Board which shall approve or disapprove
the Award. Promptly upon the approval of an Award by the Board, the
Committee shall advise the Participant in writing of the making of such
Award, the number of shares awarded, the restrictions thereon and incidents
of forfeiture thereof, and any other terms and conditions relating thereto.
4.4 Supplemental Awards. During the first year following the
Effective Date of this Plan, a Supplemental Award may be made to any
employee who is otherwise eligible under this Plan and who (i) is the
holder
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of one or more valid outstanding stock options under Chicago Bridge & Iron
Company's 1975 Stock Option Plan for Selected Key Employees as of May 1,
1978, and (ii) has on or before June 1, 1978 surrendered all options. The
number of shares of common Stock awarded as a Supplemental Award to any
Participant shall be twenty percent (20%) of the number of shares subject
to such surrendered options but not less than 100 shares to any employee
surrendering such options. Supplemental Awards shall be made in the same
manner as Awards under paragraphs 4.2 and 4.3 above, except that a
Supplemental Award may be made in the same year as another Award to such
Participant.
5. Restrictions on Awarded Stock.
5.1 Rights of Participants as Shareholders. Shares awarded hereunder
shall forthwith be duly issued or transferred and a certificate or
certificates for such shares shall be issued in the Participant's name. The
Participant shall thereupon be a shareholder with respect to all the shares
represented by such certificate or certificates and shall have all the
rights of a shareholder with respect to all such shares, including the
right to vote such shares and to receive all dividends and other
distributions (subject to the provisions of paragraph 5.2 below) paid with
respect to such shares, provided, however, that such shares shall be
subject to the restrictions hereinafter described, and to such additional
or more severe restrictions (including more severe provisions relating the
the lapsing of restrictions) as may be imposed by the Committee in making
any individual award. In aid of such restrictions, certificates for shares
awarded hereunder, together with suitable executed stock powers signed by
each Participant, shall be held by the Company in its control for the
account of such Participant until such restrictions lapse as provided in
paragraph 5.4 below or such shares are theretofore forfeited to the Company
as provided by paragraph 5.3 below.
5.2 Changes in Capitalization. In the event that, as the result of a
stock dividend, stock split, reclassification or similar change in
capitalization, the Participant shall, as the owner of shares subject to
restrictions hereunder, be entitled to new or additional or different
shares of stock or securities, the certificate or certificates for, or
other evidences of, such new or additional or different shares of
securities, shall also be held by the Company in its control for the
account of such Participant as provided in paragraph 5.1 above, and all
provisions of the Plan relating to restrictions and lapse or restrictions
herein set forth shall thereupon be applicable to such new or additional or
different shares or securities to the extent they were distributed;
provided, however, that if the Participant shall receive rights, warrants
or fractional interests in respect of any of such shares, such rights or
warrants may be held, exercised, sold or otherwise disposed of, and such
fractional interests may be settled, by the Participant free and clear of
the restrictions hereafter set forth.
5.3 Imposition of Restrictions. Each share awarded under the Plan
shall be subject to the following restrictions except to the extent that
such restrictions have lapsed pursuant to paragraph 5.4 below:
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5.3.1 Transfer Restrictions. None of such shares shall be sold,
exchanged, transferred, pledged, hypothecated, or otherwise disposed of in
any manner, whether voluntarily or involuntarily.
5.3.2 Forfeitures. All of such shares shall be forfeited to the
Company without notice immediately upon the occurrence of any of the
following events:
a. The termination of the employment of the Participant
with the Company and all subsidiaries for any reason other
than Retirement, Disability, or death, or
b. The performance of services by the Participant, while an
employee of the company or any subsidiary or within two (2)
years following his Retirement, as an employee, consultant or
independent contractor for, or the acquisition of an
ownership interest in excess of five percent (5%) in, any
competitor of the Company or any subsidiary without the
express written consent of the Company, or
c. The failure of the Participant (for any reason other
than Disability or death), within two (2) years following his
Retirement, to render such consulting services, advice, and
counsel to the Company or any subsidiary as the Company may
reasonably request, or
d. An attempt to transfer or cause to transfer such shares,
whether voluntarily or involuntarily, in violation of
Paragraph 5.3.1 above, or
e. A. violation of such additional or more severe
restrictions imposed by the Committee pursuant to paragraph
5.1.
5.4 Release of Restrictions. The restrictions set forth in paragraph
5.3 above on shares awarded under the Plan, to the extent such shares have not
been forfeited pursuant to paragraph 5.3 above, shall lapse on the first to
happen of (i) the date of the Participant's death, (ii) the termination of the
Participant's employment by reason of his Disability, or (iii) the second
anniversary of his Retirement; and shall lapse prior thereto either pursuant to
such additional or more severe restrictions imposed by the Committee pursuant to
paragraph 5.1 or as follows:
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5.4.1 Awards other than Supplemental Awards. Restrictions on
shares in each Award under the Plan, other than a Supplemental Award, shall
lapse as to fifty percent (50%) of the shares in such Award on the fifth
anniversary of the Award Date.
5.4.2 Supplemental Awards. Restrictions on shares in each
Supplemental Award under the Plan shall lapse:
a. As to forty percent (40%) of the shares in such Award, on the
second anniversary of the Award Date,
b. As to thirty percent (30%) on the shares in such Award, on the
fourth anniversary of the Award Date, and
c. As to the remaining thirty percent (30%) of the shares in such
Award, on the sixth anniversary of the Award Date.
6. Miscellaneous.
6.1 Administration. Subject to the express provisions of the Plan, the
Committee shall have complete authority to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, and to make all
other determinations necessary or advisable for the administration of the Plan.
The Committee's determinations on the matters referred to herein shall be
conclusive.
6.2 Limitations. Nothing in the Plan or in any Award shall confer on any
employee the right to continue in the employ of the Company or any of its
subsidiaries nor interfere in any way with the right of the Company or its
subsidiaries to terminate the employment of that employee at any time.
6.3 Amendment and Termination. The Board may suspend or terminate the
Plan, or amend the Plan in such respect as it shall deem advisable, provided,
however, that such amendment shall not, without the consent of the Participant
to whom any Award shall theretofore have been granted under the Plan, adversely
affect the rights of such Participant under such Award, and further provided
that such amendment shall not change the maximum number of shares available for
awarding to all Participants or which may be awarded to any Participant as a
Supplemental Award.
6.4 Effectiveness of the Plan. The Plan became effective on April 11,
1978. No stock shall be awarded under the Plan after May 31, 1984, or such
earlier date as the Plan may have been terminated pursuant to paragraph 6.3.
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A meeting of the Board of Directors of CBI Industries, Inc. was held at the
office of the Company in Oak Brook, Illinois at 8:45 A.M. on August 6, 1985.
All the directors were present except Mr. C.W. Lake, Jr. Messrs. R.L.
Brunot and B.T. Adams were present for part of the meeting. Mr. Pogue presided
and Mr. Craigmile acted as secretary.
On motion made, seconded and carried, the minutes of the Board meeting held
June 4, 1985 were approved.
Mr. Pogue said that formal action needed to be taken on management's
recommendation that people terminated as a result of the Company's recent force
reduction do not forfeit shares awarded pursuant to the Company's restricted
stock award plan. After discussion, and on motion made, seconded and carried,
the following resolution was adopted:
RESOLVED, that the release of restrictions on stock awarded to a
Participant under the CBI 1983 Restricted Stock Award Plan ("the 1983
Plan") or under the CBI Restricted Stock Award Plan ("the 1978 Plan") who
may be involuntarily terminated pursuant to a program or plan of work force
reduction, as determined by the Salary and Benefits Committee, shall occur
under the terms of the 1983 Plan as though such Participant had Retired;
provided, however, in the event such Participant is reemployed prior to the
second anniversary of the date of such termination by CBI Industries, Inc.,
or any of its subsidiaries, the release of such restrictions shall occur in
accordance with the otherwise applicable provisions of the 1978 Plan or the
1983 Plan, as the case may be, as though such termination had not occurred.
There was a discussion concerning the cost of termination benefits
resulting from the Company's recent force reduction and the fact that funds were
available in the pension trust to cover such costs and, additionally, pay for
retiree medical benefits. After discussion, and on motion made, seconded and
carried, the following resolution was adopted:
RESOLVED, that the officers of the Company, the General Counsel, and
the Manager of Employee Benefits, as Plan Administrator of the CBI Pension
Plan, are jointly authorized to amend the CBI Pension Plan and CBI Pension
Trust, as necessary, effective January 1, 1985, to provide for the
following:
1. Payment of special severance pay benefits from the Trust to Company
or Participating Affiliate employees terminated from employment under
a formal work force reduction program conducted over a specified time
period, as designated by the Board.
2. Payment from the Trust of retired Participants' medical costs under
the Company's health care program for retired employees, net of such
Participants' own contributions to payment of such costs, and securing
such Internal Revenue Service or other governmental approvals, or
filing such notices or other documents, as necessary to implement such
payments.
Mr. Brunot presented management's recommendation with respect to
adjustments to the carrying value of certain assets. There was a review of the
recommended adjustments considering future business prospects in the energy and
energy service markets, the effects of the recently Implemented restructuring
and the redirection of the Company's efforts in the construction services
segment, and the estimated realizable values in the event some of
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Board of Directors Meeting
CBI Industries, Inc.
August 6, 1985 - Page 2
the specified assets were ultimately sold, the primary purpose of the
adjustments being to establish appropriate recoverable values considering
expected future operations. On motion made, seconded and carried, the Board
approved adjustments to the carrying value of certain assets of the Company and
its subsidiaries in the total amount of approximately $153,000,000, as set
forth in the summary thereof attached to these minutes and identified by the
Secretary of the Company.
On Motion made, seconded and carried, a quarterly dividend of 35 cents per
share was declared, payable September 13, 1985 to shareholders of record as of
the close of business August 20, 1985.
The remainder of the meeting was devoted to a discussion of the business
of the Company, its subsidiaries and affiliates.
There was no further business to come before the meeting and, accordingly,
on motion made, seconded and carried, the meeting adjourned at 11:25 A.M.
/s/ D.H. Craigmile
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Secretary
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A meeting of the Board of Directors of CBI Industries, Inc. was held at
the office of the Company in Oak Brook, Illinois at 8:30 A.M. on August 5, 1986.
All the directors were present. Messrs. R. L. Brunot and C. O. Ziemer were
present for part of the meeting. Mr. Pogue presided and Mr. Craigmile acted as
Secretary.
On motion made, seconded and carried, the minutes of the Board meeting held
June 3, 1986 were approved.
Mr. Brunot reviewed the reasons for the Company's decision to change the
present accounting method for oil and gas reserves from the "full cost" method
to the "successful efforts" method, the change to take effect commencing with
the second quarter 1986.
On motion made, seconded and carried, a quarterly dividend of 15 cents per
share was declared, payable September 12, 1986 to shareholders of record as of
the close of business August 19, 1986.
Mr. Pogue recommended the adoption of new employee stock purchase plans
substantially the same as the existing plans which expire in January 1987. After
discussion, and on motion made, seconded and carried, the directors approved the
"CBI Employee Stock Purchase and Savings Plan (1987)" and the "Employee Stock
Purchase Plan for Participating CBI Subsidiaries (1987)", in the form of which
copies identified by the Secretary have been inserted in the minute book
following these minutes, subject to the approval of shareholders and appropriate
governmental agencies.
After discussion, and on motion made, seconded and carried, the following
resolutions were adopted:
RESOLVED, that in accordance with Article 1, Section 1.09 of the CBI
Employee Stock Purchase and Savings Plan (1987), the subsidiaries listed on
the schedule attached to these minutes and identified by the Secretary are
hereby designated "Participating Subsidiaries" under the plan;
RESOLVED FURTHER, that in accordance with Section 1.07 of the CBI
Employee Stock Purchase and Savings Plan (1987), Mr. R. G. Douglass is
designated "Plan Administrator".
It was reported that it was necessary to ratify certain actions and
authorize other actions concerning the trading and escrow accounts with Banque
de Paris et des Pays-Bas (Suisse) S.A., Geneva, in connection with the Statia
terminal. On motion made, seconded and carried, the following resolutions were
adopted:
RESOLVED, that the actions of Mr. Julian Y. Barrolaza in opening on
behalf of CBI Industries, Inc., Account Number 057045K designated "Statia
Trading Account" and Account Number 057101T currently designated "Bridge
Escrow Account" with Banque de Paris et des Pays-Bas (Suisse) S.A., Geneva,
and in executing and delivering on behalf of CBI Industries, Inc. all
applications, assignments, pledges, agreements and other documents relating
to the opening of and the operation of said accounts and any balances
deposited in and transfers to and from said accounts are hereby ratified
and confirmed.
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Board of Directors Meeting
CBI Industries, Inc.
August 5, 1986 - Page 2
RESOLVED FURTHER, that all actions of Mr. Julian Y. Barrolaza on
behalf of CBI Industries, Inc., prior to the date of this resolution
relating to the operation of said accounts and the giving of instructions
to said bank with respect to said accounts in accordance with the foregoing
resolution and the matters contemplated therein are hereby ratified and
confirmed.
RESOLVED FURTHER, that Mr. Buel T. Adams and Mr. Julian Y. Barrolaza
be and they are hereby authorized on behalf of CBI Industries, Inc. to give
instructions to said bank with respect to said accounts and to execute on
behalf of CBI Industries, Inc., any and all other documents which may be
required to continue the operation of or close said accounts all in
accordance with the foregoing resolutions and the matters contemplated
therein.
There was a discussion regarding amending the by-laws to eliminate the
present requirement that a directors' meeting be held immediately following the
annual meeting each year. After due notice given in accordance with the
by-laws, and on motion made, seconded and carried, the following resolution was
adopted:
RESOLVED, that the second sentence of Section 3 of Article V of the
by-laws be and is hereby amended to read as follows:
"Regular meetings of the board of directors shall be held at such
times as may be fixed by resolution of the board."
Mr. Clark gave the report of the Compensation and Nominating Committee. The
Committee recommended that the Board take action to provide for the equitable
handling of certain benefits previously earned by employees of the Company in
the event of certain types of termination. After discussion, and on motion
made, seconded and carried the following resolutions were adopted:
WHEREAS, the directors of the Company wish to provide for the fair and
equitable vesting of deferred compensation previously earned by employees
of the Company and its subsidiaries and affiliates in the event of the
termination by the Company of the employment of such employees for reasons
other than death, disability (as defined in the CBI Pension Plan), or
willful and material acts by such an employee causing direct and
substantial injury to CBI or its business, when such employees have
otherwise fulfilled the requirements or complied with the restrictions
placed on the grant or awards of such deferred compensation but for the
said termination; and
WHEREAS, the Company and its subsidiaries and affiliates maintain the
CBI 1983 Restricted Stock Award Plan and the CBI Restricted Stock Award
Plan of 1978 ("the Plans") to provide such deferred compensation to several
hundred management and administrative employees of such companies in the
form of awards of shares of restricted stock in recognition of past
performance and as an incentive for future service; and
WHEREAS, the directors have previously implemented such a policy by
authorizing the accelerated lapse of restrictions on shares awarded under
the Plans for certain terminations of employment of such employees pursuant
to a program of work force reduction by virtue of the resolution of August
6, 1985;
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Board of Directors Meeting
CBI Industries, Inc
August 5, 1986 - Page 3
NOW, THEREFORE, the Board adopts the following resolutions:
RESOLVED, that all restrictions shall be released on shares of stock
awarded to a Participant under either or both of the Plans, or on any
shares of stock awarded to an employee as a substitute for, in lieu of, or
carrying restrictions substantially similar to those incident to
participation in the Plans, whose employment may be terminated by the
Company other than for the excepted reasons recited above throughout the
three-year period following any "change in control" of the Company, as
defined in the CBI Pension Plan, as amended March 4, 1986;
RESOLVED FURTHER, that all such restrictions shall be released
immediately as to all participants in either or both of the
respective Plans, as the case may be, should either or both Plans at
any time be terminated following any "change in control" of the
Company, as defined in the CBI Pension Plan, as amended March 4,
1986.
Mr. Clark also mentioned that the Committee concurred with Mr. Pogue's
recommendation that the Chairman and Vice Chairman of the Board be given
authority to commit up to a total of 10,000 shares of common stock of the
Company to individuals in special situations. After discussion, and on motion
made, seconded and carried, the Board gave the Chairman and the Vice Chairman of
the Board the authority in their sole discretion to commit up to a total of
10,000 shares of the Company's common stock to individuals selected by those
officers, such shares to be awarded pursuant to the CBI 1983 Restricted Stock
Award Plan.
The remainder of the meeting was devoted to a discussion of the business of
the Company, its subsidiaries and affiliates.
There was no further business to come before the meeting and, accordingly,
on motion made, seconded and carried, the meeting adjourned at 11:15 A.M.
/s/ D.H. Craigmile
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Secretary