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Exhibit 10(b)
1993 LONG-TERM INCENTIVE PLAN
ARTICLE I
GENERAL
1.1 Purpose
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The purposes of the 1993 Long-Term Incentive Plan ("Plan") for key management
personnel of Westinghouse Electric Corporation ("Corporation") and its
Subsidiaries (the Corporation and its Subsidiaries severally and collectively
referred to in the Plan as the "Company") are to foster and promote the
long-term financial success of the Company and materially increase stockholder
value by (i) attracting and retaining key management personnel of outstanding
ability, (ii) strengthening the Company's capability to develop, maintain and
direct a competent management team, (iii) motivating key management personnel,
by means of performance-related incentives, to achieve long-range performance
goals, (iv) providing incentive compensation opportunities competitive with
those of other major companies and (v) enabling key management personnel to
participate in the long-term growth and financial success of the Company.
1.2 Administration
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(a) The Plan shall be administered by a committee of the Board of Directors of
the Corporation ("Committee") which shall consist of three or more members.
Each member shall be a "disinterested person," as that term is defined by Rule
16b-3 promulgated under
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the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and an
"outside director," as that term is defined by Section 162(m) of the Internal
Revenue Code of 1986, as amended. The members shall be appointed by the Board
of Directors, and any vacancy on the Committee shall be filled by the Board of
Directors.
The Committee shall keep minutes of its meetings and of any action taken
by it without a meeting. A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at any meeting at
which a quorum is present shall be the acts of the Committee. Any action
that may be taken at a meeting of the Committee may be taken without a
meeting if a consent or consents in writing setting forth the action so
taken shall be signed by all of the members of the Committee. The
Committee shall make appropriate reports to the Board of Directors
concerning the operations of the Plan.
(b) Subject to the limitations of the Plan, the Committee shall have the sole
and complete authority: (i) to select in accordance with Section 1.3 persons
who shall participate in the Plan ("Participant" or "Participants"), (ii) to
make Awards and payments in such forms and amounts as it shall determine, (iii)
to impose such limitations, restrictions and conditions upon such Awards as it
shall deem appropriate, (iv) to interpret the Plan and the terms of any
document relating to the Plan and to adopt, amend and rescind administrative
guidelines and other rules and
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regulations relating to the Plan, (v) to amend or cancel an existing Award in
whole or in part, except that the Committee may not, unless otherwise provided
in the Plan, or unless the Participant affected thereby consents, take any
action under this clause that would adversely affect the rights of such
Participant with respect to the Award and except that the Committee may not
take any action to amend any outstanding Option under the Plan in order to
decrease the Option Price under such Option or to cancel and replace any such
Option with an Option with a lower Option Price unless such action is approved
by the common stockholders of the Corporation and (vi) to make all other
determinations and to take all other actions necessary or advisable for the
interpretation, implementation and administration of the Plan. The Committee's
determinations on matters within its authority shall be conclusive and binding
upon the company and all other persons.
(c) The Committee shall act with respect to the Plan on behalf of the
Corporation and on behalf of any subsidiary issuing stock under the Plan,
subject to appropriate action by the board of directors of any such Subsidiary.
All expenses associated with the Plan shall be borne by the Corporation subject
to such allocation to its Subsidiaries and operating units as it deems
appropriate.
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1.3 Selection for Participation
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Participants selected by the Committee shall be Eligible Persons (as
defined below) who occupy key management positions and have the capacity to
contribute to the success of the Company. "Eligible Persons" are persons who
are regular, full-time salaried employees of the Company exempt from the
minimum wage and overtime provisions of the Fair Labor Standards Act of 1938,
as amended ("Employee" or "Employees"). In addition, Participants selected by
the Committee for Awards of options, SARs or Limited Rights under Article II
or III of the Plan shall be elected officers of the Corporation or business unit
general managers or shall hold comparable-level positions. In making this
selection and in determining the form and amount of Awards, the Committee may
give consideration to the functions and responsibilities of the Eligible
Person, his or her past, present and potential contributions to the Company and
other factors deemed relevant by the Committee.
1.4 Types of Awards under Plan
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Awards ("Awards") under the Plan may be in the form of any one or more of
the following: (i) Incentive Stock Options ("ISOs") and Non-statutory Stock
options ("NSOs") (Incentive Stock Options and Non-statutory Stock Options
severally and collectively referred to in the Plan as "Options"), as described
in Article II, (ii) Stock Appreciation Rights ("SARs") and Limited Stock
Appreciation Rights ("Limited Rights"), as
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described in Article III, (iii) Performance Awards ("Performance Awards") as
described in Article IV, and (iv) Restricted Stock ("Restricted Stock") as
described in Article V.
1.5 Shares Subject to the Plan
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Shares of stock issued under the Plan may be in whole or in part authorized
and unissued or treasury shares of the Corporation's common stock, par value
$1.00 ("Common Stock"), or "Formula Value Stock" as defined in Section 8.12(d)
(Common Stock and Formula Value Stock severally and collectively referred to in
the Plan as "Stock").
The maximum number of shares of Stock which may be issued for all purposes
under the Plan shall be 4,000,000 increased on January 1 of each calendar year
from and including 1994 to and including 2003 by a number of shares equal to
one percent (1%) of the number of shares of Stock outstanding on December 31 of
the preceding year. The maximum number of such shares which may be issued
pursuant to the exercise of ISOs shall be 1,000,000 increased on January 1 of
each calendar year from and including 1994 to and including 2003 by 1,000,000
shares. The maximum number of shares subject to options to purchase Stock,
SARs and Limited Rights under the Plan awarded to any one Participant may not
exceed one percent (1%) of the number of shares of Stock outstanding at the
time of option, SAR or Limited Rights grant.
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Except as otherwise provided below, any shares of Stock subject to an
Option or other Award which is canceled or terminates without having been
exercised shall again be available for Awards under the Plan. Shares subject
to an option canceled upon the exercise of an SAR shall not again be available
for Awards under the Plan except to the extent the SAR is settled in cash. To
the extent that an Award is settled in cash, shares of Stock subject to that
Award shall again be available for Awards. Shares of Stock tendered by a
Participant or withheld by the Company to pay the exercise price of an Option
or to satisfy the tax withholding obligations of the exercise or vesting of an
Award shall be available again for Awards under the Plan, but only to persons
who are not required to file reports ("nonreporting Persons") pursuant to
Section 16(a) under the Exchange Act. Shares of Restricted Stock forfeited to
the Company in accordance with the Plan and the terms of the particular Award
shall be available again for Awards under the Plan unless the Participant has
received the benefits of ownership (within the applicable interpretation under
Rule 16b-3 under the Exchange Act), in which case such shares may only be
available for Awards to nonreporting Persons.
No fractional shares shall be issued, and the Committee shall determine the
manner in which fractional share value shall be treated.
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ARTICLE II
STOCK OPTIONS
2.1 Award of Stock Options
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The Committee may, from time to time, subject to the provisions of the Plan
and such other terms and conditions as the Committee may prescribe, award to
any Participant ISOs and NSOs to purchase Stock.
The Committee may provide with respect to any option to purchase Stock
that, if the Participant, while an Eligible Person, exercises the option in
whole or in part using already-owned Stock, the Participant will, subject to
this Section 2.1 and such other terms and conditions as may be imposed by the
Committee, receive an additional option ("Reload Option"). The Reload Option
will be to purchase, at Fair Market Value as of the date the original option
was exercised, a number of shares of Stock equal to the number of whole shares
used by the Participant to exercise the original option. The Reload Option
will be exercisable only between the date of its grant and the date of
expiration of the original option.
A Reload Option shall be subject to such additional terms and conditions as
the Committee shall approve, which terms may provide that the Committee may
cancel the Participant's right to receive the Reload Option and that the Reload
Option will be
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granted only if the Committee has not canceled such right prior to the exercise
of the original option. Such terms may also provide that, upon the exercise by
a Participant of a Reload Option while an Eligible Person, an additional Reload
Option will be granted with respect to the number of whole shares used to
exercise the first Reload Option.
2.2 Stock Option Agreements
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The award of an option shall be evidenced by a signed written agreement
("Stock Option Agreement") containing such terms and conditions as the
Committee may from time to time determine.
2.3 Option Price
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The purchase price of Stock under each Option ("Option Price") shall be not
less than the Fair Market Value of such Stock on the date the Option is
awarded.
2.4 Exercise and Term of Options
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(a) Except as otherwise provided in the Plan, Options shall become exercisable
at such time or times as the Committee may specify. The Committee may at any
time and from time to time accelerate the time at which all or any part of the
Option may be exercised.
(b) The Committee shall establish procedures governing the
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exercise of options and shall require that written notice of exercise be given.
Stock purchased on exercise of an option must be paid for as follows: (1) in
cash or by check (acceptable to the Company in accordance with guidelines
established for this purpose), bank draft or money order payable to the order
of the Company or (2) if so provided by the Committee (not later than the time
of grant, in the case of an ISO) (i) through the delivery of shares of Stock
which are then outstanding and which have a Fair Market Value on the last
business day preceding the date of exercise equal to the exercise price, (ii)
by delivery of an unconditional and irrevocable undertaking by a broker to
deliver promptly to the Company sufficient funds to pay the exercise price, or
(iii) by any combination of the permissible forms of payment.
2.5 Termination of Eligibility
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In the event the Participant is no longer an Eligible Person and ceased
to be such as a result of termination of service to the Company with the
consent of the Committee or as a result of his or her death, retirement or
disability, each of his or her outstanding Options shall be exercisable by the
Participant (or his or her legal representative or designated beneficiary), to
the extent that such Option was then exercisable, at any time prior to an
expiration date established by the Committee at the time of award, but in no
event after such expiration date. If the Participant ceases to be an Eligible
Person for any other
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reason, all of the Participant's then outstanding Options shall terminate
immediately.
ARTICLE III
STOCK APPRECIATION RIGHTS AND LIMITED RIGHTS
3.1 Award of Stock Appreciation Right
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(a) An SAR is an Award entitling the recipient on exercise to receive an
amount, in cash or Stock or a combination thereof (such form to be determined
by the Committee), determined in whole or in part by reference to appreciation
in Stock value.
(b) In general, an SAR entitles the Participant to receive, with respect to
each share of Stock as to which the SAR is exercised, the excess of the share's
Fair Market Value on the date of exercise over its Fair Market Value on the
date the SAR was granted.
(c) SARs may be granted in tandem with options granted under the Plan ("Tandem
SARS") or independently of Options ("Independent SARs"). An SAR granted in
tandem with an NSO may be granted either at or after the time the option is
granted. An SAR granted in tandem with an ISO may be granted only at the time
the option is granted.
(d) SARs awarded under the Plan shall be evidenced by either a
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Stock Option Agreement (when SARs are granted in tandem with an Option) or a
separate agreement between the Company and the Participant.
(e) Except as otherwise provided herein, a Tandem SAR shall be exercisable
only at the same time and to the same extent and subject to the same conditions
as the option related thereto is exercisable, and the Committee may prescribe
additional conditions and limitations on the exercise of the SAR. The exercise
of a Tandem SAR shall cancel the related Option. Tandem SARs may be exercised
only when the Fair Market Value of Stock to which it relates exceeds the Option
Price.
(f) Except as otherwise provided herein, an Independent SAR will become
exercisable at such time or times, and on such conditions, as the Committee may
specify, and the Committee may at any time accelerate the time at which all or
any part of the SAR may be exercised.
The Committee may provide, under such terms and conditions as it may deem
appropriate, for the automatic grant of additional SARs upon the full or
partial exercise of an Independent SAR.
Any exercise of an Independent SAR must be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by any other
documents required by the Committee.
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(g) Except as otherwise provided herein, all SARs shall automatically be
exercised on the last trading day prior to the expiration date established by
the Committee at the time of the award for the SAR, or, in the case of a Tandem
SAR, for the related Option, so long as exercise on such date will result in a
payment to the Participant.
(h) Unless otherwise provided by the Committee, no SAR shall become
exercisable or shall be automatically exercised for six months following the
date on which it was granted or the effective date of the Plan, whichever is
later.
(i) At the time of award of an SAR, the Committee may limit the amount of the
payment that may be made to a Participant upon the exercise of the SAR. The
Committee may further determine that, if the amount to be received by a
Participant in any year is limited pursuant to this provision, payment of all
or a portion of the amount that is unpaid as a result of the limitation may be
made to the Participant at a subsequent time. No such limitation shall require
a Participant to return to the Company any amount theretofore received by him
or her upon the exercise of an SAR.
(j) Payment of the amount to which a Participant is entitled upon the exercise
of an SAR shall be made in cash, Stock, or
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partly in cash and partly in Stock, as the Committee shall determine. To the
extent that payment is made in Stock, the shares shall be valued at their Fair
Market Value on the date of exercise of the SAR.
(k) Each SAR shall expire on a date determined by the Committee or earlier
upon the occurrence of the first of the following: (i) in the case of a Tandem
SAR, termination of the related option, (ii) expiration of a period of six
months after the Participant's ceasing to be an Eligible Person as a result of
termination of service to the Company with the consent of the Committee or as a
result of his or her death, retirement or disability, or (iii) the Participant
ceasing to be an Eligible Person for any other reason.
3.2 Limited Rights
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(a) The Committee may award Limited Rights pursuant to the provisions of this
Section 3.2 to the holder of an Option to purchase Common Stock granted under
the Plan (a "Related Option") with respect to all or a portion of the shares
subject to the Related Option. A Limited Right may be exercised only during
the period beginning on the first day following a Change in Control, as defined
in Section 7.2 of the Plan, and ending on the thirtieth day following such
date. Each Limited Right shall be exercisable only to the same extent that the
Related Option is
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exercisable, and in no event after the termination of the Related Option. In
no event shall a Limited Right be exercised during the first six months after
the date of grant of the Limited Right or the effective date of the Plan,
whichever is later. Limited Rights shall be exercisable only when the Fair
Market Value (determined as of the date of exercise of the Limited Rights) of
each share of Common Stock with respect to which the Limited Rights are to be
exercised shall exceed the Option Price per share of Common Stock subject to
the Related option.
(b) Upon the exercise of Limited Rights, the Related Option shall be
considered to have been exercised to the extent of the number of shares of
Common Stock with respect to which such Limited Rights are exercised. Upon the
exercise or termination of the Related Option, the Limited Rights with respect
to such Related Option shall be considered to have been exercised or terminated
to the extent of the number of shares of Common Stock with respect to which the
Related Option was so exercised or terminated.
(c) The effective date of the grant of a Limited Right shall be the date on
which the Committee approves the grant of such Limited Right. Each grantee of
a Limited Right shall be notified promptly of the grant of the Limited Right in
such manner as the Committee shall prescribe.
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(d) Upon the exercise of Limited Rights, the holder thereof shall receive in
cash an amount equal to the product computed by multiplying (i) the excess of
(a) the higher of (x) the Minimum Price Per Share (as hereinafter defined), or
(y) the highest reported closing sales price of a share of Common Stock on the
New York Stock Exchange at any time during the period beginning on the sixtieth
day prior to the date on which such Limited Rights are exercised and ending on
the date on which such Limited Rights are exercised, over (b) the Option Price
per share of Common Stock subject to the Related Option, by (ii) the number of
shares of Common Stock with respect to which such Limited Rights are being
exercised.
(e) For purposes of this Section 3.2, the term "Minimum Price Per Share" shall
mean the highest gross price (before brokerage commissions and soliciting
dealers' fees) paid or to be paid for a share of Common Stock (whether by way
of exchange, conversion, distribution upon liquidation or otherwise) in any
Change in Control which is in effect at any time during the period beginning on
the sixtieth day prior to the date on which such Limited Rights are exercised
and ending on the date on which such Limited Rights are exercised. For
purposes of this definition, if the consideration paid or to be paid in any
such Change in Control shall consist, in whole or in part, of consideration
other than cash, the Board shall take such action, as in its judgement it deems
appropriate, to establish the cash value of such consideration.
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ARTICLE IV
PERFORMANCE AWARDS
4.1 Nature of Performance Awards
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A Performance Award provides for the recipient to receive an amount in cash
or Stock or a combination thereof (such form to be determined by the Committee)
following the attainment of Performance Goals. Performance Goals may be
related to personal performance, corporate performance (including corporate
stock performance), departmental performance or any other category of
performance deemed by the Committee to be important to the success of the
Company. The Committee shall determine the Performance Goals, the period or
periods during which performance is to be measured and all other terms and
conditions applicable to the Award. Regardless of the degree to which
Performance Goals are attained, a Performance Award shall be paid only when, if
and to the extent that the Committee determines to make such payment.
4.2 Other Awards Subject to Performance Condition
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The Committee may, at the time any Award described in this Plan is granted,
impose the condition (in addition to any conditions specified or authorized in
the Plan) that Performance Goals be met prior to the Participant's realization
of any payment or benefit under the Award.
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ARTICLE V
RESTRICTED STOCK
5.1 Award of Restricted Stock
The Committee may award to any Participant shares of Stock subject to this
Article V and such other terms and conditions as the Committee may prescribe,
such Stock referred to herein as "Restricted Stock."
Each certificate for Restricted Stock shall be registered in the name of
the Participant and deposited by him or her, together with a stock power
endorsed in blank, with the Corporation.
5.2 Restricted Stock Agreement
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Shares of Restricted Stock awarded under the Plan shall be evidenced by a
signed written agreement containing such terms and conditions as the Committee
may determine.
5.3 Restriction Period
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At the time of award, there shall be established for each Participant a
"Restriction Period" of such length as shall be determined by the Committee.
The Restriction Period may be waived by the Committee. Shares of Restricted
Stock may not be sold, assigned, transferred, pledged or otherwise encumbered,
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except as hereinafter provided, during the Restriction Period. Subject to such
restriction on transfer, the Participant as owner of such shares of Restricted
Stock shall have the rights of the holder of such Restricted Stock, except that
the Committee may provide at the time of the Award that any dividends or other
distributions paid on such Stock during the Restriction Period shall be
accumulated and held by the Company and shall be subject to forfeiture under
Section 5.4.
Upon the expiration or waiver by the Committee of the Restriction Period,
the Corporation shall redeliver to the Participant (or his or her legal
representative or designated beneficiary) the shares deposited pursuant to
Section 5.1.
5.4 Termination of Eligibility
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In the event the Participant is no longer an Eligible Person and ceased
to be such as a result of termination of service to the Company with the
consent of the Committee, or as a result of his or her death, retirement or
disability, the restrictions imposed under this Article V shall lapse with
respect to such number of shares theretofore awarded to him or her as shall be
determined by the Committee. All other shares of Restricted Stock theretofore
awarded to him or her which are still subject to restrictions, along with any
dividends or other distributions thereon that have been accumulated and held
by the Company, shall be forfeited, and the Corporation shall have the right
to complete the blank stock power.
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In the event the Participant ceases to be an Eligible Person for any other
reason, all shares of Restricted Stock theretofore awarded to him or her which
are still subject to restrictions, along with any dividend or other
distributions thereon that have been accumulated and held by the Company, shall
be forfeited, and the Corporation shall have the right to complete the blank
stock power.
ARTICLE VI
DEFERRAL OF PAYMENTS
6.1 Deferral of Amounts
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If the Committee makes a determination to designate Awards or, from time to
time, groups or types of Awards, eligible for deferral hereunder, a Participant
may, subject to such terms and conditions and within such limits as the
Committee may from time to time establish, elect to defer the receipt of
amounts due to him or her under the Plan. Amounts so deferred are referred to
herein as "Deferred Amounts." The Committee may also permit amounts now or
hereafter deferred or available for deferral under any present or future
incentive compensation program or deferral arrangement of the Company to be
deemed Deferred Amounts and to become subject to the provisions of this
Article. Awards which are so deferred will be deemed to have been awarded in
cash and the cash deferred as Deferred Amounts.
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The period between the date on which the Participant's Deferred Amount
would have been payable absent deferral and the final payment of such Deferred
Amount shall be referred to herein as the "Deferral Period."
6.2 Investment During Deferral Period
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Unless otherwise determined by the Committee, and subject to such changes
as the Committee may determine, the Deferred Amount will be treated during the
Deferral Period as if it were invested in putative convertible debentures with
a fixed interest rate, compounded annually, for the entire Deferral Period.
For purposes of determining the value of the Deferred Amount at the time of
payment, each putative debenture will be deemed to be convertible into Common
Stock at a conversion rate computed by reference to the Fair Market Value of
the Common Stock on the last trading day prior to the regular January meeting
of the Board of Directors on or preceding the date of deferral. Payment of
Deferred Amounts may be made in cash, Stock, or partly in cash and partly in
Stock, in the Committee's sole discretion.
6.3 Participant Reports
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Annually, each Participant who has a Deferred Amount will receive a report
setting forth all of his or her then Deferred Amounts and the yield thereon to
date.
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6.4 Payment of Deferred Amounts
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Payment of Deferred Amounts will be made at such time or times, and may
be in cash, Stock, or partly in cash and partly in Stock, as the Committee
shall from time to time determine. The limitations respecting the issuance of
Stock or other limitations on aggregate awards payable contained in the Annual
Performance Plan of the Corporation, Article XVI of the by-laws of the
Corporation, the 1974 Stock Option Plan, the 1979 Stock Option and Long-Term
Incentive Plan, the 1984 Long-Term Incentive Plan, the Plan and in any plan
hereafter adopted by the stockholders shall be limitations applicable to the
payment of any Deferred Amounts under this Article VI.
6.5 Alternative Valuation Election
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Unless otherwise determined by the Committee, a Participant may, at a time
established by the committee, but prior to such Participant's ceasing to be an
Eligible Person, elect to establish the ultimate payable value of each Deferred
Amount by reference to the Fair Market Value of the Common Stock as of the day
on which an alternate valuation election is received by the corporation in
accordance with procedures established by the Committee.
Notwithstanding the establishment of the ultimate payable value resulting
from the alternate valuation election by the Participant, the yield will
continue as though no such election
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had been made and will continue to be subject to the limitations set forth in
Section 6.2, and Deferred Amounts and the yield thereon will be paid as
otherwise provided in this Article.
ARTICLE VII
CHANGES IN CONTROL
7.1 Effect of Change in Control
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Notwithstanding any other provision of the Plan, upon the occurrence of a
Change in Control, as defined in Section 7.2: (i) all Options and, subject to
the exercise provisions of Section 3.2(a) of the Plan, Limited Rights, but not
SARS, outstanding and unexercised on the date of the Change in Control shall
become immediately exercisable; (ii) all Performance Awards shall be deemed to
have been earned on such basis as the Committee may prescribe and then paid on
such basis, at such time and in such form as the Committee may prescribe, or
deferred in accordance with the elections of Participants; (iii) all Restricted
Stock shall be deemed to be earned and the Restriction Period shall be deemed
expired on such terms and conditions as the Committee may determine; and (iv)
all amounts deferred under this Plan shall be paid to a trustee or otherwise on
such terms as the Committee may prescribe or permit.
7.2 Definition of Change in Control
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The term "Change in Control" means the occurrence of one or
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more of the following events: (a) there shall be consummated (i) any
consolidation or merger of the Corporation in which the Corporation is not the
continuing or surviving corporation or pursuant to which shares of the Common
Stock would be converted into cash, securities or other property, other than a
merger of the Corporation in which the holders of Common Stock immediately
prior to the merger have the same proportionate ownership of common stock of
the surviving corporation immediately after the merger, or (ii) any sale,
lease, exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Corporation,
or (b) the stockholders of the Corporation shall approve any plan or proposal
for the liquidation or dissolution of the Corporation, or (c) (i) any person
(as such term is defined in Section 13(d) of the Exchange Act), corporation or
other entity shall purchase any Common Stock of the Corporation (or securities
convertible into Common Stock) for cash, securities or any other consideration
pursuant to a tender offer or exchange offer, unless, prior to the making of
such purchase of Common Stock (or securities convertible into Common Stock),
the Board shall determine that the making of such purchase shall not constitute
a Change in Control, or (ii) any person (as such term is defined in Section
13(d) of the Exchange Act), corporation or other entity (other than the
Corporation or any benefit plan sponsored by the Corporation or any of its
subsidiaries) shall be the "beneficial owner" (as such term is defined in Rule
13d-3 under the Exchange
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Act), directly or indirectly, of securities of the Corporation representing
twenty percent or more of the combined voting power of the Corporation's then
outstanding securities ordinarily (and apart from any rights accruing under
special circumstances) having the right to vote in the election of directors
(calculated as provided in Rule 13d-3(d) in the case of rights to acquire any
such securities), unless, prior to such person so becoming such beneficial
owner, the Board shall determine that such person so becoming such beneficial
owner shall not constitute a Change in Control, or (d) at any time during any
period of two consecutive years, individuals who at the beginning of such
period constituted the entire Board shall cease for any reason to constitute at
least a majority thereof, unless the election or nomination for election of
each new director during such two-year period was approved by a vote of at
least two-thirds of the directors then still in office who were directors at
the beginning of such two-year period.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Non-Transferability
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No Option, SAR, Performance Award or share of Restricted Stock or Deferred
Amount under the Plan shall be transferable by the Participant other than by
will or the applicable laws of descent and distribution. All Awards and
Deferred Amounts shall
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be exercisable or received during the Participant's lifetime only by such
Participant or his or her legal representative. Any transfer contrary to this
Section 8.1 will nullify the option, SAR, Performance Award or share of
Restricted Stock, and any attempted transfer of a Deferred Amount contrary to
this Section 8.1 will be void and of no effect.
8.2 Beneficiaries
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The Committee may establish procedures not inconsistent with Section 8.1
under which a Participant may designate a beneficiary or beneficiaries to
receive amounts due under an Award or with respect to Deferred Amounts in the
event of the Participant's death.
8.3 Adjustments Upon Changes in Stock
---------------------------------
If there shall be any change in the Stock of the Company, through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
split up, dividend in kind or other change in the corporate structure or
distribution to the stockholders, appropriate adjustments may be made by the
Board of Directors of the Company (or if the Company is not the surviving
corporation in any such transaction, the board of directors of the surviving
corporation) in the aggregate number and kind of shares subject to the Plan,
and the number and kind of shares and the price per share subject to
outstanding Options or which may be issued under outstanding Performance Awards
or Awards of
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Restricted Stock. Appropriate adjustments may also be made by the Board of
Directors or the Committee in the terms of any Awards under the Plan to reflect
such changes and to modify any other terms of outstanding Awards on an
equitable basis, including modifications of performance targets and changes in
the length of Performance Periods.
8.4 Conditions of Awards
--------------------
(a) The rights of a Participant with respect to any Award received under
this Plan shall be subject to the conditions that, until the Participant has
fully received all payments, transfers and other benefits under the Award, he
or she shall (i) not engage, either directly or indirectly, in any manner or
capacity as advisor, principal, agent, partner, officer, director, employee,
member of any association or otherwise, in any business or activity which is at
the time competitive with any business or activity conducted by the Company and
(ii) be available, unless he or she shall have died, at reasonable times for
consultations at the request of the Company's management with respect to phases
of the business with which he or she is or was actively connected during his or
her employment, but such consultations shall not (except in the case of a
Participant whose active service was outside the United States) be required to
be performed at any place or places outside of the United States of America or
during usual vacation periods or periods of illness or other incapacity. In
the event that either of the above conditions is not
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fulfilled, the Participant shall forfeit all rights to any unexercised option
or SAR, or any Performance Award or Stock held which has not yet been
determined by the Committee to be payable or unrestricted (and any unpaid
amounts equivalent to dividends or other distributions or amounts equivalent to
interest relating thereto) as of the date of the breach of condition. Any
determination by the Board of Directors of the Corporation, which shall act
upon the recommendation of the Chief Executive Officer, that the Participant
is, or has, engaged in a competitive business or activity as aforesaid or has
not been available for consultations as aforesaid shall be conclusive.
(b) This Section 8.4 shall not apply to Limited Rights.
8.5 Use of Proceeds
---------------
All cash proceeds from the exercise of options shall constitute general
funds of the Company.
8.6 Tax Withholding
---------------
The Company will withhold from any cash payment made pursuant to an Award
an amount sufficient to satisfy all federal, state and local withholding tax
requirements (the "withholding requirements").
In the case of an Award pursuant to which Stock may be delivered, the
Committee will have the right to require that the
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Participant or other appropriate person remit to the Company an amount
sufficient to satisfy the withholding requirements, or make other arrangements
satisfactory to the Committee with regard to such requirements, prior to the
delivery of any Stock. If and to the extent that such withholding is required,
the Committee may permit the Participant or such other person to elect at such
time and in such manner as the Committee provides to have the Company hold back
from the shares to be delivered, or to deliver to the Company, Stock having a
value calculated to satisfy the withholding requirement. In the alternative,
the Committee may, at the time of grant of any such Award, require that the
Company withhold from any shares to be delivered Stock with a value calculated
to satisfy applicable tax withholding requirements.
If at the time an ISO is exercised the Committee determines that the
Company could be liable for withholding requirements with respect to a
disposition of the Stock received upon exercise, the Committee may require as
a condition of exercise that the person exercising the ISO agree (i) to inform
the Company promptly of any disposition of Stock received upon exercise, and
(ii) to give such security as the Committee deems adequate to meet the
potential liability of the Company for the withholding requirements and to
augment such security from time to time in any amount reasonably deemed
necessary by the Committee to preserve the adequacy of such security.
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8.7 Non-Uniform Determinations
--------------------------
The Committee's determinations under the Plan, including without
limitation, (i) the determination of the Participants to receive Awards, (ii)
the form, amount, timing and payment of such Awards, (iii) the terms and
provisions of such Awards and (iv) the agreements evidencing the same, need
not be uniform and may be made by it selectively among Participants who
receive, or who are eligible to receive, Awards under the Plan, whether or not
such Participants are similarly situated.
8.8 Leaves of Absence; Transfers
----------------------------
The Committee shall be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan in respect to any leave
of absence from the Company granted to a Participant. Without limiting the
generality of the foregoing, the Committee shall be entitled to determine (i)
whether or not any such leave of absence shall be treated as if the Participant
ceased to be an employee and (ii) the impact, if any, of any such leave of
absence on Awards under the Plan. In the event a Participant transfers within
the Company, such Participant shall not be deemed to have ceased to be an
employee for purposes of the Plan.
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8.9 General Restriction
-------------------
(a) Each Award under the Plan shall be subject to the condition that, if at
any time the Committee shall determine that (i) the listing, registration or
qualification of shares of Stock upon any securities exchange or under any
state or federal law, (ii) the consent or approval of any government or
regulatory body or (iii) an agreement by the Participant with respect thereto,
is necessary or desirable, then such Award shall not be consummated in whole or
in part unless such listing, registration, qualification, consent, approval or
agreement shall have been effected or obtained free from any conditions not
acceptable to the Committee.
(b) Shares of Common Stock for use under the provisions of this Plan shall not
be issued until they have been duly listed, upon official notice of issuance,
upon the New York Stock Exchange and such other exchanges, if any, as the Board
of Directors of the Corporation shall determine, and a registration statement
under the Securities Act of 1933 with respect to such shares shall have become,
and be, effective.
8.10 Effective Date
--------------
The Plan shall be effective on the date on which it is approved by the
common stockholders of the Corporation. Grants of Awards under the Plan may be
made prior to that date (but not before the date on which the Plan is adopted
by the Board of Directors), subject to such approval.
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No Award may be granted under the Plan after May 25, 2003, but Awards
previously made may extend beyond that date and Reload Options and additional
Reload Options provided for with respect to original options outstanding prior
to that date may continue unless the Committee otherwise provides and subject
to such additional terms and conditions as the Committee may provide except
that all Reload Options issued after that date shall be NSOs, and the
provisions of Article VI of the Plan shall survive and remain effective as to
all present and future Deferred Amounts until such later date as the Committee
or the Board of Directors shall determine.
The adoption of the Plan shall not preclude the adoption by appropriate
means of any other stock option or other incentive plan for employees.
8.11 Amendment, Suspension and Termination of Plan
---------------------------------------------
The Board of Directors may at any time or times amend the Plan for any
purpose which may at the time be permitted by law, or may at any time suspend
or terminate the Plan as to any further grants of Awards, provided that (except
to the extent expressly required or permitted by the Plan) no such amendment
shall, without the approval of the stockholders of the Corporation, effectuate
a change for which stockholder approval
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is required in order for the Plan to continue to qualify under Rule 16b-3
promulgated under Section 16 of the Exchange Act.
8.12 Certain Definitions
-------------------
(a) Unless otherwise determined by the Committee, the terms "retirement" and
"disability" as used under the Plan shall be construed by reference to the
provisions of the Westinghouse Pension Plan or other similar plan or program of
the Company applicable to a Participant.
(b) The term "Fair Market Value" as it relates to Common Stock means the mean
of the high and low prices of the Common Stock as reported by the Composite
Tape of the New York Stock Exchange (or such successor reporting system as
shall be selected by the Committee) on the relevant date or, if no sale of the
Common Stock shall have been reported for that day, the average of such prices
on the next preceding day and the next following day for which there were
reported sales. The term "Fair Market Value" as it relates to Formula Value
Stock shall mean the value determined by the Committee.
(c) The term "Subsidiary" shall mean, unless the context otherwise requires,
any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the corporation if each of the corporations other
than the last corporation in such chain owns stock possessing at least 50% of
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the voting power in one of the other corporations in such chain.
(d) "Formula Value Stock" means shares of a class or classes of stock the
value of which is derived from a formula established by the Committee which
reflects such financial measures as the Committee shall determine. Such shares
shall have such other characteristics as shall be determined at time of their
authorization.
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