1
EXHIBIT 99.E
A. M. CASTLE & CO.
1990 RESTRICTED STOCK AND STOCK OPTION PLAN
I. GENERAL
1. Purpose. The A. M. Castle & Co. 1990 Restricted Stock and Stock Option
Plan (the "1990 Plan") has been established by A. M. Castle & Co. (the
"Company") to:
(a) attract and retain key executive, managerial, supervisory and
professional employees;
(b) motivate participating employees to put forth their maximum effort for
the continued growth of the Company and its Subsidiaries;
(c) further identify Participants' interests with those of the Company's
shareholders; and
(d) provide incentive compensation opportunities which are competitive with
those of other corporations;
and thereby promote the long-term financial interest of the Company and its
Subsidiaries, including the growth in value of the Company's equity and
enhancement of long-term shareholder return.
2. Effective Date. The 1990 Plan shall become effective upon the
ratification by the holders of the majority of those shares present in person
or by proxy at the Company's 1990 annual meeting of its shareholders; provided,
however, that any awards that may be made under the Plan after adoption of the
1990 Plan by the Board but within the 12 month period preceding the Effective
Date shall be contingent on approval of the Plan by the shareholders of the
Company. The 1990 Plan shall be unlimited in duration and, in the event of
plan termination, shall remain in effect as long as any awards under it are
outstanding.
3. Definitions. The following definitions are applicable to the 1990 Plan.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Human Resources Committee, or such other committee as
may be designated from time to time by the Board comprising of at least three
or more members of the Board who would be classified as "disinterested
persons" within the meaning of Rule 16b-3 of the Securities Exchange Act of
1934, as amended.
"Fair Market Value" of any Stock means, as of any date, the closing market
composite price for such Stock as reported for the American Stock
Exchange-Composite Transactions on that date or, if Stock is
2
not traded on that date, on the next preceding date on which Stock was traded.
"Participant" means any employee of the Company or any Subsidiary who is
selected by the Committee to participate in the 1990 Plan.
"Related Company" means any corporation during any period in which it is a
Subsidiary, or during any period in which it directly or indirectly owns 50%
or more of the total combined voting power of all classes of stock of the
Company that are entitled to vote.
"Restricted Period" has the meaning ascribed to it in part IV.
"Restricted Stock" has the meaning ascribed to it in Part IV.
"Stock" means A. M. Castle & Co. common stock.
"Stock Option" means the right of a Participant to purchase Stock pursuant to
an Incentive Stock Option or Non-Qualified Option awarded pursuant to the
provisions of Part II or Part III.
"Subsidiary" means any corporation during any period in which 50% or more of
the total combined voting power of all classes of stock entitled to vote is
owned, directly or indirectly, by the Company.
4. Administration. The authority to manage and control the operation and
administration of the 1990 Plan shall be vested in the Committee. Subject to
the provisions of the 1990 Plan, the Committee will have authority to select
employees to receive awards of Stock Options and Restricted Stock, to determine
the time or times of receipt, to determine the types of awards and the number
of shares covered by the awards, to establish the terms, conditions,
performance criteria, restrictions and other provisions of such awards
(including but not limited to the authority to provide that in the event of
certain changes in the beneficial ownership of the Company's Stock or certain
changes in the composition of the Board, Options and Restricted Stock shall
automatically become fully exercisable and/or vested), and to cancel or suspend
awards. In making such award determinations, the Committee may take into
account the nature of services rendered by the respective employee, his or her
present and potential contribution to the Company's success, and such other
factors as the Committee deems relevant. Notwithstanding the foregoing, with
respect to awards proposed to be made to officers of the Company, all such
awards must be approved and ratified by the Board.
The Committee is authorized to interpret the 1990 Plan, to establish, amend,
and rescind any rules and regulations relating to the 1990 Plan, to determine
the terms and provisions of any agreements made pursuant to the 1990 Plan, and
to make all other determinations that may be necessary or advisable for the
administration of the 1990 Plan. Any interpretation of the 1990 Plan by the
Committee and any decision made by it under the 1990 Plan is final and binding
on all persons.
3
5. Participation. Subject to the terms and conditions of the 1990 Plan, the
Committee shall determine and designate, from time to time, the key executive,
managerial, supervisory, and professional employees of the Company and its
Subsidiaries who will participate in the 1990 Plan. In the discretion of the
Committee, an eligible employee may be awarded Stock Options or Restricted
Stock, or both, and more than one award may be granted to a Participant.
Except as otherwise agreed to by the Company and the Participant, any award
under the 1990 Plan shall not affect any previous award to the Participant
under the 1990 Plan or any other plan maintained by the Company or its
Subsidiaries.
6. Shares Subject to the 1990 Plan. The shares of Stock with respect to
which awards may be made under the 1990 Plan shall be either authorized and
unissued shares or issued and outstanding shares (including, in the discretion
of the Board, shares purchased in the market). Subject to the provisions of
paragraph I.10, the number of shares of Stock which may be issued with respect
to awards under the 1990 Plan shall not exceed 350,000 shares in the aggregate.
If, for any reason, any award under the 1990 Plan otherwise distributable in
shares of Stock, or any portion of the award, shall expire, terminate or be
forfeited or cancelled, or be settled in cash pursuant to the terms of the 1990
Plan and, therefore, any such shares are no longer distributable under the
award, such shares of Stock shall again be available for award to an eligible
employee (including the holder of such former award) under the 1990 Plan.
7. Compliance With Applicable Laws and Withholding of Taxes. Notwithstanding
any other provision of the 1990 Plan, the Company shall have no liability to
issue any shares of Stock under the 1990 Plan unless such issuance would comply
with all applicable laws and the applicable requirements of any securities
exchange or similar entity. Prior to the issuance of any shares of Stock under
the 1990 Plan, the Company may require a written statement that the recipient
is acquiring the shares for investment and not for the purpose or with the
intention of distributing the shares. In the case of a Participant who is
subject to Section 16(a) and 16(b) of the Securities Exchange Act of 1934, the
Committee may, at any time, add such conditions and limitations to any election
to satisfy tax withholding obligations through the withholding or surrender of
shares of Stock as the Committee, in its sole discretion, deems necessary or
desirable to comply with Section 16(a) or 16(b) and the rules and regulations
thereunder or to obtain any exemption therefrom. All awards and payments under
the 1990 Plan are subject to withholding of all applicable taxes, which
withholding obligations may be satisfied, with the consent of the Committee,
through the surrender of shares of Stock which the Participant already owns, or
to which a Participant is otherwise entitled under the 1990 Plan.
8. Transferability. Stock Options and, during the period of restriction,
Restricted Stock awarded under the 1990 Plan are not transferable except as
designated by the Participant by will or by the laws of descent and
distribution. Stock Options may be exercised during the lifetime of the
Participant only by the Participant.
4
9. Employment and Shareholder Status. The 1990 Plan does not constitute a
contract of employment, and selection as a Participant will not give any
employee the right to be retained in the employ of the Company or any
Subsidiary. No award under the 1990 Plan shall confer upon the holder thereof
any right as a shareholder of the Company prior to the date on which he
fulfills all service requirements and other conditions for receipt of shares of
stock. If the redistribution of shares is restricted pursuant to paragraph 17,
certificates representing such shares may bear a legend referring to such
restrictions.
10. Adjustments to Number of Shares Subject to the 1990 Plan. In the event
of any change in the outstanding shares of Stock of the Company by reason of
any stock dividend, split, spinoff, recapitalization, merger, consolidation,
combination, exchange or shares or other similar change, the aggregate number
of shares of Stock with respect to which awards may be made under the 1990
Plan, and the terms and the number of shares of any outstanding Stock Options
or Restricted Stock shall be equitably adjusted by the Committee and all such
adjustments shall be conclusive upon all persons.
11. Agreement With Company. At the time of any awards under the 1990 Plan,
the Committee will require a Participant to enter into an agreement with the
Company in a form specified by the Committee, agreeing to the terms and
conditions of the 1990 Plan and to such additional terms and conditions, not
inconsistent with the 1990 Plan, as the Committee may, in its sole discretion,
prescribe.
12. Amendment and Termination of 1990 Plan. Subject to the following
provisions of this paragraph 12, the Board may at any time and in any way
amend, suspend, or terminate the 1990 Plan. No amendment of the 1990 Plan and,
except as provided in paragraph I.10, no action by the Committee shall, without
further approval of the shareholders of the Company, increase the total number
of shares of Stock with respect to which awards may be made under the 1990
Plan. No amendment, suspension or termination of the 1990 Plan shall alter or
impair any Stock Option or Restricted Stock previously awarded under the 1990
Plan without the consent of the holder thereof.
II. INCENTIVE STOCK OPTIONS
1. Definition. The award of an Incentive Stock Option under the 1990 Plan
entitles the Participant to purchase shares of Stock at a price fixed at the
time the option is awarded, subject to the following terms of this Part II.
2. Eligibility. The Committee shall designate the Participants to whom
Incentive Stock Options, as described in section 422a(b) of the Code or any
successor section therein, are to be awarded under the 1990 Plan and shall
determine the number of option shares to be offered to each of them. In no
event shall the aggregate Fair Market Value (determined at the time the option
is awarded and taking options into account in the order granted) of Stock with
respect to which Incentive Stock Options are exercisable for the first time by
an individual during any
5
calendar year (under all plans of the Company and all Related Companies) exceed
$100,000.
3. Price. The purchase price of a share of Stock under each Incentive Stock
Option shall be determined by the Committee; provided, however, that in no
event shall such price be less than the greater of (a) 100% of the Fair Market
Value of a share of Stock as of the date the option is granted (110% of Fair
Market Value with respect to Participants who at the time of the award are
deemed to own at least 10% of the voting power of the Company), or (b) the par
value of a share of Stock on such date. To the extent provided by the
Committee, the full purchase price of each share of Stock purchased upon the
exercise of any Incentive Stock Option shall be paid in cash or in shares of
stock (valued at Fair Market Value as of the day of exercise), or in any
combination thereof, at the time of such exercise and, as soon as practicable
thereafter, a certificate representing the shares so purchased shall be
delivered to the person entitled thereto. Notwithstanding the foregoing
provisions of this paragraph 3, the Committee may, in its sole discretion, by
the terms of the Agreement granting Incentive Stock Options to a Participant,
or thereafter, determine that the Company (or a Subsidiary) shall offer a
Participant a loan for all or a portion of the option price. The terms of such
loan, including the interest rate, security to be provided to the lender, and
the terms of repayment, shall be established by the Committee. The Committee
may also permit Incentive Stock Options to be exercised by a Participant
through one or more loans from a stock brokerage firm upon assurance from the
brokerage firm that any such loans shall be made in accordance with applicable
margin requirements.
4. Exercise. The Committee may impose such rules relating to the time and
manner in which Incentive Stock Options may be exercised as the Committee deems
appropriate; provided, however, that no Incentive Stock Option may be exercised
by a Participant (a) prior to the date on which he completes one continuous
year of employment with the Company or any Related Company after the date of
the award thereof, or (b) after the Expiration Date applicable to that option.
5. Option Expiration Date. The "Expiration Date" with respect to an
Incentive Stock Option or any portion thereof awarded to a Participant under
the 1990 Plan means the earliest of:
(a) the date that is 10 years after the date on which the Incentive Stock
Option is awarded (5 years with respect to Participants who at the time
of the award are deemed to own at least 10% of the voting power of the
Company);
(b) the date, if any, on which the Participant's continuous employment with
the Company and all Related Companies terminates, if such continuous
employment terminates prior to the first anniversary of the date of the
award of the option; or
(c) the date established by the Committee, or the date determined under a
method established by the Committee, at the time of the award.
6
All rights to purchase shares of Stock pursuant to an Incentive Stock Option
shall cease as of such option's Expiration Date.
III. NON-QUALIFIED STOCK OPTIONS
1. Definition. The award of a Non-Qualified Stock Option under the 1990 Plan
entitles the Participant to purchase shares of Stock at a price fixed at the
time the option is awarded, subject to the following terms of this Part III.
2. Eligibility. The Committee shall designate the Participants to whom
Non-Qualified Stock Options are to be awarded under the 1990 Plan and shall
determine the number of option shares to be offered to each of them.
3. Price. The purchase price of a share of Stock under each Non-Qualified
Stock Option shall be determined by the Committee; provided, however, that in
no event shall such price be less than the greater of (a) 100% of the Fair
Market Value of a share of Stock as of the date the option is granted, or (b)
the par value of a share of such Stock on such date. To the extent provided by
the Committee, the full purchase price of each share of Stock purchased upon
the exercise of any Non-Qualified Stock Option shall be paid in cash or in
shares of Stock (valued at Fair Market Value as of the day of exercise), or in
any combination thereof, at the time of such exercise and, as soon as
practicable thereafter, a certificate representing the shares so purchased
shall be delivered to the person entitled thereto. Notwithstanding the
foregoing provisions of this paragraph 3, the Committee may, in its sole
discretion, by the terms of the Agreement granting Non-Qualified Stock Options
to a Participant, or thereafter, determine that the Company (or a Subsidiary)
shall offer a Participant a loan for all or a portion of the option price. The
terms of such loan, including the interest rate, security to be provided to the
lender, and the terms of repayment, shall be established by the Committee. The
Committee may also permit Non-Qualified Stock Options to be exercised by a
Participant through one or more loans from a stock brokerage firm upon
assurance from the brokerage firm that any such loans shall be made in
accordance with applicable margin requirements.
4. Exercise. The Committee may impose such rules relating to the time and
manner in which Non-Qualified Stock Options may be exercised as the Committee
deems appropriate; provided, however, that no Non-Qualified Stock Option may be
exercised by a Participant (a) prior to the date on which the Participant
completes one continuous year of employment with the Company or any Related
Company after the date of the award thereof, or (b) after the Expiration Date
applicable to that option.
5. Option Expiration Date. The "Expiration Date" with respect to a
Non-Qualified Stock Option or any portion thereof awarded to a Participant
under the 1990 Plan means the earliest of:
(a) the date that is 10 years after the date on which the Non-Qualified
Stock Option is awarded;
7
(b) the date, if any, on which the Participant's continuous employment with
the Company and all Related Companies terminates, if such continuous
employment terminates prior to the first anniversary of the date of the
award of the option; or
(c) the date established by the Committee, or the date determined under a
method established by the Committee, at the time of the award.
All rights to purchase shares of Stock pursuant to a Non-Qualified Stock Option
shall cease as of such option's Expiration Date.
IV. RESTRICTED STOCK
1. Definition. Restricted Stock awards are grants of Stock to Participants,
the vesting of which is subject to a required period of employment and any
other conditions established by the Committee.
2. Eligibility. The Committee shall designate the Participants to whom
restricted Stock is to be awarded, and the number of shares of Stock that are
subject to the award.
3. Terms and Conditions of Awards. All shares of Restricted Stock awarded to
Participants under the 1990 Plan shall be subject to the following terms and
conditions and to such other terms and conditions, not inconsistent with the
1990 Plan, as shall be prescribed by the Committee in its sole discretion and
as shall be contained in the Agreement referred to in paragraph I.11.
(a) Restricted Stock awarded to Participants may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as hereinafter
provided, for a period determined by the Committee after the time of the
award of such stock (the "Restricted Stock"). Except for such
restrictions, the Participant as owned of such shares shall have all the
rights of a shareholder, including but not limited to the right to vote
such shares and, except as otherwise provided by the Committee, the
right to receive all dividends paid on such shares.
(b) The Committee may, in its discretion, at any time after the date of the
award of Restricted Stock, adjust the length of the Restricted Period to
account for individual circumstances of a Participant or group of
Participants, but in no case shall the length of the Restricted Period
be less than one year.
(c) Except as otherwise determined by the Committee in its sole discretion,
a Participant whose employment with the Company and all Related
Companies terminates prior to the end of the Restricted Period for any
reason shall forfeit all shares of Restricted Stock remaining subject to
any outstanding Restricted Stock Award.
8
(d) Each certificate issued in respect of shares of Restricted Stock awarded
under the 1990 Plan shall be registered in the name of the Participant
and, at the discretion of the Committee, each such certificate may be
deposited in a bank designated by the Committee. Each such certificate
shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the A. M. Castle & Co. 1990 Restricted
Stock and Stock Option Plan and an agreement entered into between the
registered owner and A. M. Castle & CO. A copy of such plan and
agreement is on file in the office of the Secretary of A. M. Castle &
Co., 3400 North Wolf Road, Franklin Park, Illinois 60131."
(e) At the end of the Restricted Period for Restricted Stock, such
Restricted Stock will be transferred free of all restrictions to a
Participant (or his or her legal representative, beneficiary or heir).
4. Substitution of Cash. The Committee may, in its discretion, substitute
cash equal to the Fair Market Value (determined as of the date of distribution)
of Stock otherwise required to be distributed to a Participant in accordance
with paragraph IV.3.