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Exhibit 10.I
ADVISORY DIRECTOR'S PLAN TERMINATION FEE
DEFERRAL TERMS AND CONDITIONS
Effective April 30, 1996
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ADVISORY DIRECTOR'S PLAN TERMINATION FEE
DEFERRAL TERMS AND CONDITIONS
The Board of Directors of Westinghouse Electric Corporation (the
"Company") hereby adopts the following deferral terms and conditions
(the "ADP Deferral Plan") for Termination Fees under the Company's
Advisory Director's Plan.
SECTION 1. DEFINITIONS
1.1 Definitions. The following terms shall have the meanings set
forth below:
(a) "BOARD" means the Board of Directors of the Company.
(b) "CHANGE IN CONTROL" shall have the meaning assigned to
it in Section 4.2.
(c) "COMMITTEE" means the Compensation Committee of the
Board or any successor established by the Board.
(d) "DEBENTURE" means a hypothetical debenture of the
Company that has a face value of $100, bears interest at a rate equal to
the ten-year U.S. Treasury Bond rate in effect the week prior to April
30, 1996, and would be deemed to be convertible into Stock at a
conversion rate determined by dividing $100 by the mean of the high and
low prices of the Stock as reported by the composite tape of the New
York Stock Exchange on April 30, 1996, the date the Debenture is
credited to an ADP Deferred Debenture Account pursuant to Section 3.2.
(e) "ADP DEFERRED DEBENTURE ACCOUNT" means the account
established by the Company for a Director pursuant to Section 3.2 and to
which Debentures are credited pursuant to the ADP Deferral Plan.
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(f) "DIRECTOR" means a non-employee member of the Board who
is entitled to Termination Fees under the Company's Advisory Director's
Plan.
(g) "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended from time to time.
(h) "INTERNAL REVENUE CODE" means the Internal Revenue Code
of 1986, as amended from time to time.
(i) "STOCK" means the common stock, $1.00 par value, of the
Company.
(j) "TERMINATION FEE" means a termination fee payment
pursuant to the Company's Advisory Director's Plan.
1.2 Number. Except when otherwise indicated by the context the
definition of any term herein in the singular shall also include the
plural.
SECTION 2. ADP DEFERRAL PLAN ADMINISTRATION
(a) The ADP Deferral Plan shall be administered by the
Committee. The members of the Committee shall be members of the Board
appointed by the Board, and any vacancy on the Committee shall be filled
by the Board.
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 concerning the operations of the ADP Deferral
Plan.
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(b) Subject to the limitations of the ADP Deferral Plan,
the Committee shall have the sole and complete authority: (i) to impose
such limitations, restrictions and conditions on Debentures as it shall
deem appropriate; (ii) to interpret the ADP Deferral Plan and to adopt,
amend and rescind administrative guidelines and other rules and
regulations relating to the ADP Deferral Plan; and (iii) to make all
other determinations and to take all other actions necessary or
advisable for the implementation and administration of the ADP Deferral
Plan. The Committee's determinations on matters within its authority
shall be conclusive and binding upon the Company and all other persons.
(c) The Company shall be the sponsor of the ADP Deferral
Plan. All expenses associated with the ADP Deferral Plan shall be borne
by the Company.
SECTION 3. DEFERRAL OF TERMINATION FEES
3.1 Amount of Deferral. Any Termination Fee payable to a
Director under the Company's Advisory Director's Plan is subject to
mandatory deferral under the terms of the ADP Deferral Plan.
3.2 ADP Deferred Debenture Accounts. An ADP Deferred Debenture
Account has been or shall be established for each Director eligible to
receive a Termination Fee. The amount of deferred Termination Fees for
each Director on April 30, 1996, together with 1996 interest, shall be
deemed to be invested in Debentures and shall be credited to the ADP
Deferred Debenture Account for each such Director on April 30, 1996.
Deferred amounts shall be credited to the ADP Deferred Debenture Account
only in $100 amounts.
3.3 Payment of Deferred Amounts. Payments from an ADP Deferred
Debenture Account shall be made in five consecutive annual installments
beginning in the January following the Director's termination of
service. Payments from an ADP Deferred Debenture Account shall all be
made in cash and shall consist of accumulated interest on the Debentures
plus the greater value of (i) the face value of the Debentures or (ii)
the value of the
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shares of Stock into which the Debentures would be deemed to be
convertible.
3.4 Payments to a Deceased Director's Estate. In the event of a
Director's death before the balance of the Director's ADP Deferred
Debenture Account is fully paid, payment of the balance of the
Director's ADP Deferred Debenture Account shall then be made to the
beneficiary designated by the Director pursuant to Section 3.5, or to
the Director's estate in the absence of such a beneficiary designation,
in the time and manner selected by the Committee. The Committee may
take into account the application of any duly appointed administrator or
executor of a Director's estate and direct that the balance of the
Director's ADP Deferred Debenture Account be paid to the Director's
estate in the manner requested by such application.
3.5 Designation of Beneficiary. A Director may designate a
beneficiary in a form approved by the Committee and filed with the
Secretary of the Company.
SECTION 4. CHANGE IN CONTROL
4.1 Settlement of Compensation. In the event of a Change in
Control of the Company as defined herein, the value of all unpaid
deferred amounts shall be paid in cash to PNC Bank, National
Association, the trustee pursuant to a trust agreement dated as of June
1995, as amended from time to time, or any successor trustee, or
otherwise on such terms as the Committee may prescribe or permit. For
purposes of this Section 4.1, the value of deferred amounts shall be
equal to the greater value of (a) the cash amount equal to the face
value of the Debentures plus cash equal to accrued interest or (b) the
number of shares of Stock into which the Debentures would be deemed to
be convertible (the value of which shall be based upon the highest price
of the Stock as reported by the composite tape of the New York Stock
Exchange during the thirty days immediately preceding the Change in
Control) plus cash equal to accrued interest.
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4.2 Definition of Change in Control. 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 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 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; or
(b) the shareholders of the Company shall approve of any
plan or proposal for the liquidation or dissolution of the Company; 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 Stock of the Company (or securities convertible into the Company's
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 Stock (or securities convertible into 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 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) 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
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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 is 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.
SECTION 5. ASSIGNABILITY
The right to receive payments or distributions hereunder and any
Debentures granted hereunder shall not be transferable or assignable by
a Director other than by will, by the laws of descent and distribution,
to a properly designated beneficiary in the event of death, or pursuant
to a domestic relations order as defined by Section 414(p)(1)(B) of the
Internal Revenue Code or the rules thereunder that satisfies Section
414(p)(1)(A) of the Internal Revenue Code or the rules thereunder.
SECTION 6. RETENTION; WITHHOLDING OF TAX
6.1 Retention. Nothing contained in the ADP Deferral Plan shall
interfere with or limit in any way the right of the Company to remove
any Director from the Board pursuant to the Restated Articles of
Incorporation and the By-laws of the Company, nor confer upon any
Director any right to continue in the service of the Company.
6.2 Withholding of Tax. To the extent required by applicable law
and regulation, each Director must arrange with the Company for the
payment of any federal, state or local income or other tax applicable to
any payment hereunder before the Company shall be required to make such
payment under the ADP Deferral Plan.
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SECTION 7. ADP DEFERRAL PLAN AMENDMENT, MODIFICATION AND TERMINATION
The Board may from time to time amend or modify the ADP Deferral
Plan and may at any time terminate the ADP Deferral Plan.
SECTION 8. GOVERNING LAW
The ADP Deferral Plan shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania without regard
to its conflicts of law principles.
SECTION 9. EFFECTIVE DATE
The ADP Deferral Plan shall be effective as of April 30, 1996.
The ADP Deferral Plan shall not preclude the adoption by
appropriate means of any other compensation or deferral plan for
directors.
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