1
Exhibit 10.G
DIRECTOR'S CHARITABLE GIVING PROGRAM
As Amended
Effective April 30, 1996
2
DIRECTOR'S CHARITABLE GIVING PROGRAM
1. PURPOSE
The purpose of the Director's Charitable Giving Program, as amended
as of April 30, 1996 (the "Program"), is to provide a unique
opportunity for Westinghouse Electric Corporation (the "Company") and
certain of its directors to jointly participate in a program of
charitable giving.
2. ADMINISTRATION
The Program shall be administered by a Committee of the Company
consisting of the Chief Operating Officer, the Chief Financial
Officer and the Chief Legal Officer of the Company (the "Program
Committee").
The Program Committee shall have full power and authority to adopt,
alter and repeal any administrative rules, regulations and
practices governing the operation of the Program as it shall deem
advisable and to interpret the terms and provisions of the Program.
All decisions, interpretations or resolutions of the Program
Committee shall be conclusive and binding on all interested
parties.
3. ELIGIBILITY
The following persons are eligible to participate in the Program:
(a) all non-employee directors who were in office on July 28, 1988;
(b) the Chairman and Chief Executive Officer of the Company as of
July 28, 1988 and his immediate predecessor;
(c) any person who became a non-employee director of the Company after
July 28, 1988 and prior to
- 1 -
3
July 31, 1995 and has completed or completes five years of
service as a non-employee director of the Company on or prior
to July 31, 1996;
(d) any person who is a non-employee director of the Company on
April 30, 1996 and has completed or completes one year of
service as a non-employee director of the Company on or prior
to July 31, 1996; and
(e) any person who became or becomes the Chairman and Chief
Executive Officer of the Company after July 28, 1988 and on
or before July 31, 1996.
The Program will not be available to any person who becomes a
non-employee director or the Chairman and Chief Executive Officer
of the Company after July 31, 1996 or to any then current director
who has not yet met at least one of the eligibility requirements
set forth above as of July 31, 1996.
Any director of the Company eligible to participate in the Program
as set forth in this Section 3 is hereafter referred to as a
Director.
4. CHARITABLE DONATION
The Company will make tax-deductible charitable donations in the
total amount of $500,000 on behalf of each Director after the time
of the Director's death to the eligible charitable or other
non-profit organization(s) (the "Charity" or "Charities") selected
by the Director in accordance with Section 5. Initially, to fund
such donation, the Company will purchase a life insurance policy or
policies insuring the lives of the Directors. The Company will pay
the premiums for each such life insurance policy and will be the
owner and beneficiary thereof.
- 2 -
4
The Company and each Director shall execute a written agreement
containing such terms and conditions as the Program Committee may
determine are necessary and appropriate in furtherance of the
Program.
5. DESIGNATION OF CHARITABLE/NON-PROFIT ORGANIZATION(S)
(a) Each Director may designate not more than two Charities as
donees of the $500,000 contribution to be made by the Company
by filing with the Secretary of the Company a written
designation in a form approved by the Program Committee,
which designation shall be confirmed in writing by the
Secretary. In the event that a Director selects two donees,
each donation will be in the amount of $250,000.
(b) Each such Charity designated as a donee in the manner
described herein must be a tax-exempt organization qualified
as such under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.
(c) Each designated Charity will be sent a written notification
of such designation, if such notification is authorized by
the Director, in a form approved by the Program Committee.
(d) Prior to death, the designation of a Charity as a donee by a
Director as described herein may be revoked by the Director
at any time by filing a written revocation or by filing a new
written designation with the Secretary of the Company, which
designation shall be confirmed in writing by the Secretary.
6. AMENDMENT AND DISCONTINUANCE
The Company may at any time amend, suspend or discontinue the
Program.
- 3 -
5
7. CHANGE IN CONTROL
In the event of a Change in Control as defined herein, the
donations to Charities contemplated hereby may be made as the
Program Committee may determine as of the date of such Change in
Control and paid on such basis and in such form as the Program
Committee may prescribe.
A Change in Control shall mean the occurrence of one or more of the
following events:
(a) there shall be consummated (i) any consolidation or
merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which
shares of the Company's Common Stock would be converted into
cash, securities or other property, other than a merger of
the Company in which the holders of the Company's 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 Company;
(b) the shareholders of the Company shall approve of any
plan or proposal for the liquidation or dissolution of the
Company;
(c) (i) any person (as such term is defined in Section 13(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), corporation or other entity shall purchase
any Common Stock of the Company (or securities convertible
into the Company's 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 of the Company (or securities convertible into Common
Stock of the Company), the Board of Directors of the
- 4 -
6
Company 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 Company or
any benefit plan sponsored by the Company or any of its
subsidiaries) shall become the "beneficial owner" (as such
term is defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company
representing twenty percent or more of the combined voting
power of the Company'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) under the
Exchange Act in the case of rights to acquire any such
securities), unless, prior to such person so becoming such
beneficial owner, the Board of Directors of the Company 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 of Directors of the Company 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.
8. EFFECTIVE DATE
This restatement of the Program shall be effective as of April 30,
1996.
- 5 -