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EXHIBIT 14
TABLE OF CONTENTS
CBI 1994 RESTRICTED STOCK AWARD PLAN
(Effective March 9, 1994)
1. Purpose .................................................................. 1
2. Definitions .............................................................. 1
Award ............................................................... 1
Award Date .......................................................... 1
Board ............................................................... 1
Committee ........................................................... 1
Common Stock ........................................................ 1
Company ............................................................. 1
Disability .......................................................... 1
Effective Date ...................................................... 1
Involuntary Termination ............................................. 1
Participant ......................................................... 1
Retirement .......................................................... 1
Subsidiary .......................................................... 2
3. Common Stock Subject to Plan ............................................. 2
4. Eligibility and Awards ................................................... 2
4.1 Eligibility ................................................. 2
4.2 Making of Awards ............................................ 2
4.3 Form of Award ............................................... 3
5. Restrictions on Awards ................................................... 4
5.1 Rights of Participants as Shareholders ...................... 4
5.2 Changes in Capitalization ................................... 4
5.3 Imposition of Restrictions .................................. 4
5.3.1 Transfer Restrictions ....................................... 4
5.3.2 Forfeitures ................................................. 5
5.4 Release of Restrictions ..................................... 5
5.5 Effect of Death Prior to Release of Restrictions ............ 5
5.6 Withholding of Shares ....................................... 6
6. Miscellaneous ............................................................ 6
6.1 Administration .............................................. 6
6.2 Limitation .................................................. 6
6.3 Amendment and Termination ................................... 6
6.4 Effectiveness of the Plan ................................... 6
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CBI 1994 RESTRICTED STOCK AWARD PLAN
(Effective March 9, 1994)
1. Purpose. The purpose of this CBI 1994 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 made by the Committee as
provided by paragraph 4.2 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 or in the prior calendar year.
Common Stock - Common Stock, $2.50 par value per share, of the Company.
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 that Participant's employment, as
determined by the Committee, provided, however, that Disability shall
not consist of a condition resulting from a cause which the Committee
has excluded.
Effective Date - March 9, 1994, subject to shareholder approval.
Involuntary Termination - Termination of employment as described in
paragraph 5.4(a)(iv) below.
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 after qualifying for any retirement as
defined under the terms of any qualified defined benefit pension plan
sponsored by the Company or any Subsidiary in which such Participant
also participates, or, if not participating in such a plan, then after
attaining such age and service as would qualify for retirement under
the terms of the CBI Pension Plan, as amended, 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
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the Company or any of its Subsidiaries or affiliates, as determined by
the Committee, shall constitute Retirement.
Subsidiary - Any corporation of which more than 50% (by number of
votes) of the voting stock is owned by the Company and/or one or more
corporations which are themselves Subsidiaries of the Company.
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
1,250,000 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 both the number of shares so
awarded and the number of shares forfeited to the Company hereunder. 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. All employees (including officers, but not
directors unless also employees) of the Company and of its present and
future Subsidiaries within such levels of Supervisory or management
responsibility, and such other key salaried employees, as designated or
approved from time to time by the Committee are eligible to be
Participants.
4.2 Making of Awards. Subject to the express provisions of the
Plan, the Committee shall in its sole discretion determine the
employees who may receive Awards pursuant to the Plan. In making such
determinations, the Committee shall take into account the
recommendations of the management 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. Any employee
may not receive Awards more frequently than once in each calendar year.
(a) The size of a Participant's Award shall be determined in the
following manner:
At the beginning of each fiscal year of the Company, the
Committee shall approve and record specific goals of performance
for the Company and, as appropriate, each of its primary operating
Subsidiaries to be achieved by the end of that current fiscal
year, which goals shall be based on operating income (before
taxes) as a return on net assets for the Company or Subsidiary, or
a combination thereof, as appropriate. After the close of the
fiscal year, the Committee will certify the level of performance
achieved as compared to the goals established at the beginning of
the fiscal year.
At the same time as the performance goals described above are
established, the Committee shall approve specific targets of
numbers of shares of Common Stock ("Target Award"), either by
individual Participant or a class of Participants, which shall
become Awards following the end of such fiscal year only if the
specified performance goals are achieved by the Company. No Award
shall be made until and
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unless the Committee shall certify that the performance
goals have been achieved for a fiscal year for which Target Awards
have been approved, or the extent to which such goals have been
achieved. The date on which the Committee makes such certification
shall be the Award Date for a fiscal year for those portions of
Awards for which the number of shares of Common Stock is fixed
based on that performance, as described below. At the same time
that the performance goals are established by the Committee, the
Committee may also approve that Awards for the fiscal year under
consideration, if any, shall be made in an amount more or less
than the Target Award, but in no case greater than 200% of the
Target Award, on the basis of a scale approved by the Committee
corresponding to a proportion of the performance goal actually
achieved.
Awards determined for a given fiscal year shall be allocated
(i) 50% to the year for which performance is measured, and this
portion of an Award shall not be subject to increase or decrease,
(ii) 25% to the first fiscal year following ("First Year Awards"),
and (iii) 25% to the second fiscal year following ("Second Year
Awards"). First Year Awards and Second Year Awards shall be
further subject to increase or decrease, each one time only, in
the same manner and on the same scale, if applicable, as the
amount of the Target Award may be increased or decreased for the
fiscal year to which the First Year Awards and Second Year Awards
are allocated.
(b) In the event of Retirement or Involuntary Termination of a
Participant after the first quarter of a fiscal year, or the death or
Disability of a Participant on any date, an Award for such Participant
relating to the fiscal year of the date of such event ("Final Year")
shall be made, determined as follows: The Target Award, if any, for
such Participant for the Final Year shall be pro-rated for that portion
of the Final Year ending on the date of the event, and the achievement
of the performance goal for determining the amount of the Award for the
Final Year, and the adjustment of any First Year Awards and Second Year
Awards allocated to the Final Year, if any, shall be measured, and
certified by the Committee as appropriate, as of the end of the
calendar quarter immediately preceding or coinciding with the date of
the event, using the same number of calendar quarters immediately
preceding the date of the event as corresponds to the period of time
over which the performance goal established by the Committee for the
Final Year is being measured. Any Second Year Awards allocated to a
fiscal year subsequent to the Final Year shall not be subject to
increase or decrease, and shall become part of the Award for the Final
Year. In the event of Retirement or Involuntary Termination of a
Participant during the first quarter of a fiscal year, the Participant
shall not be eligible to receive a Target Award for the Final Year, but
all First Year Awards and Second Year Awards allocated to the Final
Year and any Second Year Awards allocated to a fiscal year subsequent
to the Final Year shall not be subject to increase or decrease and
shall become part of the Award for the Final Year.
(c) No more than 50,000 shares shall be issued to any person in
any fiscal year.
4.3 Form of Award. As soon as reasonably practicable after making
a determination as provided in paragraph 4.2 above, the Committee or
its designee shall advise the Participant in writing of the making of
the Award, the number of shares not subject to increase or decrease,
the amount of First Year Awards and Second Year Awards still subject to
increase or decrease, the restrictions on any shares and incidents of
forfeiture
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thereof, and any other terms and conditions relating thereto; except,
however, that in the case of any Award to the Chief Executive Officer
of the Company, the Committee shall first submit such Award to the
Board, which in its discretion may disapprove or reduce the Award.
5. Restrictions on Awards.
5.1 Rights of Participants as Shareholders. Shares awarded
hereunder which are not subject to increase or decrease in accordance
with this Plan shall forthwith be duly issued and identified on the
books of the Company in the Participant's name as of an Award Date, as
determined herein. The Participant shall thereupon be a shareholder
with respect to all such shares 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
lapsing of restrictions) as may be imposed by the Committee in
approving any Target Awards.
In aid of such restrictions, shares issued as of an Award Date
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. No Participant shall be considered to
be a shareholder with respect to any part of an Award which is still
subject to increase or decrease in accordance with this Plan.
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 or securities, shall also be held by the Company in
its control for the account of such Participant as provided in
paragraph 5.1 above. Any allocated portion of an Award subject to
adjustment as described in paragraph 4.2 above shall be increased or
decreased in the same manner as shares already issued to a Participant
subject to restrictions. All provisions of the Plan relating to
restrictions and lapse of restrictions herein set forth shall thereupon
be applicable to such new or additional or different shares or
securities to the extent they were issued to a Participant; 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 issued to a
Participant 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:
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.
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5.3.2 Forfeitures. All of such shares issued, and all shares
subject to Awards, 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, Involuntary Termination or death, or
b. The performance of services by the Participant, while
an employee of the Company or any Subsidiary, 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 competitor of any Subsidiary without
the express written consent of the Company, or
c. An attempt to transfer or cause to transfer such
shares, whether voluntarily or involuntarily, in violation of
paragraph 5.3.1 above, or
d. A violation of such additional or more severe
restrictions which may be imposed by the Committee pursuant to
paragraph 5.1.
5.4 Release of Restrictions. Subject to any adjustments
required by paragraph 4.2(b) above, the restrictions set forth in
paragraph 5.3 above on shares issued to Participants under the Plan, to
the extent such shares have not been forfeited pursuant to paragraph
5.3 above, shall lapse:
(a) 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 Retirement or Disability, (iii) termination of employment for
any reason other than wilful and material actions causing direct and
substantial damage to the Company or its Subsidiaries or affiliates,
or any termination of the Plan, throughout the three-year period
following a "change of control", as defined in the CBI Pension Plan,
(iv) involuntary termination of employment pursuant to a program of
workforce reduction, as determined by the authorized officers of the
Company, and (v) the fifth anniversary of the beginning of the fiscal
year for which a Target Award is approved, as to all shares issued
pursuant to such Target Award, as the same may be increased or
decreased in accordance with the Plan; or
(b) pursuant to such additional or more severe restrictions
imposed by the Committee pursuant to paragraph 5.1.
5.5 Effect of Death Prior to Release of Restrictions. Should
a Participant die, all shares to be issued by the Company with respect
to such Participant under this Plan shall be transferred on the books
of the Company and issued to such beneficiary or beneficiaries as have
been effectively designated by the Participant or, if none, then to the
deceased Participant's surviving spouse or, if none, then to the
Participant's lawful descendants, per stirpes as defined by common law,
or, if none, then to the deceased Participant's estate. Any such
transfer shall be made effective as of the date of death of the
Participant. To be effective, the designation of such beneficiary must
be filed with the Committee or its
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designee in such written form as it requires and may include secondary,
successive or contingent beneficiaries. Any Participant may change a
beneficiary designation at any time by filing with the Committee or its
designee a new beneficiary designation meeting the above requirements.
The determination of the Committee as to the identity of a beneficiary,
or whether a beneficiary is living or dead, pursuant to any
determinations of rights under this Plan shall be conclusive and
binding on all concerned.
5.6 Withholding of Shares. To the extent the receipt of shares
pursuant to a lapse of restrictions is subject to the withholding of
any income or employment taxes by the Company for which the Company
requires reimbursement from the recipient, the recipient may elect to
reimburse the Company with shares withheld from the shares to be
received, or cash, or a combination of such shares and cash, of
sufficient value to make such reimbursement. Any such withholding or
reimbursement shall comply with all applicable governing laws and
regulations.
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 final and conclusive.
6.2 Limitation. 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, including shares which may still be
subject to increase or decrease as provided under the Plan, and further
provided that such amendment shall not change the maximum number of
shares available under the Plan or available for any one Participant.
6.4 Effectiveness of the Plan. The Plan shall become effective
on March 9, 1994. No Awards shall be made under the Plan after
April 30, 2000, nor shares issued under the Plan after April 30, 2002
when shares covered by First Year Awards and Second Year Awards based
on the last Target Award under the Plan are no longer subject to
increase or decrease, or such earlier date as the Plan may have been
terminated pursuant to paragraph 6.3.
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