EXHIBIT 10.13
CONTINENTAL CAN COMPANY, INC.
1995 RESTRICTED STOCK COMPENSATION PLAN
PART 1. PLAN ADMINISTRATION AND ELIGIBILITY
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I. PURPOSE
The purpose of this 1995 Restricted Stock Compensation Plan (the Plan) of
Continental Can Company, Inc. (the Company) is to motivate and reward certain
key officers and employees of the Company and its subsidiaries who occupy
responsible executive or other positions with the Company and to promote the
continued long-term growth of the Company. It provides a means for such
management to receive part of their compensation in a form to encourage both
short term and long term profitable growth of the Company and share in the risk
with the Stockholders.
II. ADMINISTRATION
The Plan will be administered by the Personnel Committee of the Board of
Directors of the Company (the Committee), no member of which shall be eligible
to receive an award under the Plan. The Committee shall be composed of two or
more individuals who at the time they grant any stock awards or exercise any
other discretion in administering any aspect of the Plan are not and have not at
any time within one year prior thereto been eligible for selection as a person
to whom stock may be allocated or to whom stock may be granted pursuant to the
Plan or any other plan of the Company or any of its affiliates entitling the
participants therein to acquire stock of the Company or of its affiliates. In
addition to the powers granted the Committee with respect to the granting of
stock awards under the Plan, the Committee shall be empowered to administer and
interpret the Plan, and all determinations made by it shall be final and
conclusive.
III. PARTICIPATION IN THE PLAN
Only officers and key employees of the Company or any subsidiary of the
Company as determined by the Committee (the Recipient) shall be eligible to
participate in the Plan.
IV. STOCK SUBJECT TO THE PLAN
The maximum number of shares which may be granted under the Plan shall be
100,000 (One hundred thousand) shares of the Companys $.25 par value Common
Stock. The limitation on the number of shares which may be awarded under the
Plan shall be subject to adjustment as provided in Section X of the Plan.
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If any outstanding award under the Plan for any reason is forfeited without
having been vested in full, the shares allocable to the forfeited portion of
such award shall again become available for grant pursuant to the Plan.
Certificates representing shares of the Companys Common Stock awarded
hereunder shall be issued in the name of the respective Recipients. During the
period of time such shares are subject to the restrictions set forth in Section
5, such certificates shall be endorsed with a legend to that effect, and shall
be held by the Company. The Recipient shall, nevertheless, have all the other
rights of a stockholder, including the right to vote and the right to receive
all cash dividends paid with respect to such shares and other distributions made
with respect to such shares. Subject to the requirements of applicable law,
certificates representing such shares shall be delivered to the Recipient within
30 days after the lapse of the restrictions to which they are subject.
Upon the grant of stock, the Company may issue new shares or reissue shares
previously repurchased by or on behalf of the Company. If shares are to be
repurchased and reissued, the Company shall determine, on or before the last day
of each fiscal quarter, the amount, if any, of the Companys Common Stock to be
purchased by a broker or other independent agent designated by the Company (the
Broker) in the following quarter for delivery under the Plan. Stock so
purchased by the Broker shall be restored to the status of authorized by
unissued shares. The amounts of stock to be purchased may be all or less than
all of the projected requirements of the Plan. It is not the intent of the
Company that purchases by the Broker exceed actual Plan requirements for the
quarter. In such an event , however, excess shares should be carried over to
help plan requirements for the following quarter. To the extent that the
amounts purchased by the Broker do not need actual Plan requirements, the
Company shall issue original shares. The Broker shall be free to purchase such
stock at such times, at such prices, and in such amounts as the Broker deems
appropriate, whether through brokers or by purchase from securities dealers,
both on and off the national exchanges, or by private sale or otherwise,
provided that the Broker shall purchase the full number of shares required by
the Company to be purchased for that quarter, and that such purchases shall be
consistent with such conditions as may be prescribed from time to time by law or
by the Securities and Exchange Commission (SEC) in any rule or regulation or in
any exemptive order of no-action letter issued by the SEC to the Company or the
Broker with respect to the making of such purchases, or otherwise. As
commitments for such purchases are made by the Broker, the Company shall, upon
written consent of the Broker, deliver to the Broker the funds necessary to
consummate such purchases and pay any brokerage and related incidental charges.
All amounts transferred to the Broker by the Company shall be promptly invested
in the Companys Common Stock, in no event later than 30 days after delivery of
such funds by the Company.
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PART 2. GRANTS
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V. STOCK GRANTS
The Committee in its sole discretion may grant shares of Common Stock to
Recipients in lieu of cash compensation or as additional compensation.
VI. RESTRICTIONS
At the time of the grant of shares, the Committee, in its sole discretion,
may establish for any Recipient a Restricted Period with respect to the grant,
during which Restricted Period the grant or any portion thereof shall be subject
to forfeiture; provided, however, that any shares granted pursuant to the Plan
shall become vested in full upon the retirement of the Recipient because of
total and permanent disability or upon the death of the Recipient. The
Committee may, at its option, provide at any time for the early termination of
such Restricted Period in respect of all or any portion or portions of such
grant on such terms as the Committee deems appropriate.
If a Recipient ceases to be an employee of the Company or any of its
subsidiaries during the Restricted Period for any reason other than (i) death,
or (ii) total and permanent disability, all stock granted to him which is still
subject to the foregoing restrictions shall, upon such termination of
employment, be forfeited to the Company; provided, however, that in the event
his employment is terminated at the request of the Company or by action of the
Company, the Committee may, but need not, determine that some or all of such
shares shall not be subject to forfeiture or that shares which remain restricted
shall be freed of any restriction and be fully vested. If a Recipient ceases to
be an employee of the Company or any of its subsidiaries during the Restricted
Period by reason of death or total and permanent disability, the Restricted
Period referred to above shall terminate with respect to any portion of the
grant which remains restricted. The Committee may at any time, in its sole
discretion, accelerate or waive all or any portion of the restrictions remaining
in respect of the stock grant for any or all Recipients.
In the absence of an effective registration statement covering the issuance
of such shares, each Recipient shall represent and warrant to and agree with the
Company that he takes (i) any shares awarded under the Plan for investment only
and not for purposes of sale or other disposition and will also take for
investment only and not for purposes of sale or other disposition any rights,
warrants, shares, or securities which may be issued on account of ownership of
such shares, and (ii) will not sell or transfer any shares awarded or any
rights, shares, or securities issued on account of the shares awarded or any
shares received upon exercise of any such rights or warrants except in
accordance with (A) an opinion of counsel for the Company (or of other counsel
acceptable to the Company) that such shares, rights, warrants, or other
securities may be disposed of without registration under the Securities Act of
1933, or (B) an applicable no action letter issued by the Staff of the
Commission. In addition, certificates representing such shares (in the absence
of an effective registration statement covering the issuance of such shares)
shall bear the following legend: These shares have not been registered under the
Securities Act of 1933 as amended and may not be pledged or hypothecated and
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may not be sold or transferred in the absence of an effective registration
statement for the shares under such act or an opinion of counsel addressed to
Continental Can Company, Inc. that registration is not required under such act.
PART 3. GENERAL PROVISIONS
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VII. ASSIGNMENTS
The rights and benefits under this Plan may not be assigned except that
there shall be no such limitation on shares not subject to any restriction.
VIII. TIME FOR GRANTING AWARDS
All grants of shares subject to the Plan shall be granted, if at all, not
later than ten (10) years after the adoption of the Plan by the Companys
stockholders.
IX. LIMITATION OF RIGHTS
A. No Right to Continue as an Officer or Employee. Neither the Plan, nor
the granting of an award nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain an officer or employee for any period of time, or
at any particular rate of compensation.
B. Stockholders Rights for Recipients. A Recipient shall have all the
rights of a Stockholder with respect to the shares granted to him.
X. CHANGES IN PRESENT STOCK
If as a result of a stock dividend, stock split, recapitalization (or other
adjustment in the stated capital of the Company), or as the result of a merger,
consolidation, or other reorganization, the common shares of the Company are
increased, reduced, or otherwise changed, the number of shares available
hereunder shall be appropriately adjusted, and if by virtue thereof a Recipient
shall be entitled to new or additional or different shares, such shares to which
the Recipient shall be entitled shall be subject to the terms, conditions, and
restrictions herein contained relating to the original shares. In the event
that warrants or rights are awarded with respect to shares awarded hereunder,
and the recipient exercises such rights or warrants, the shares or securities
issuable upon such exercise shall likewise be subject to the terms, conditions,
and restrictions herein contained relating to the original shares.
XI. EFFECTIVE DATE OF THE PLAN
The Plan shall take effect on the date of adoption by the Board of
Directors of the Company subject to the approval of the Plan by the stockholders
of the Company and the listing of the shares represented thereby on the New York
Stock Exchange. Stock may be granted under the Plan at any time after such
adoption and prior to the termination of this Plan.
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XII. AMENDMENT OF THE PLAN
The Committee may suspend or discontinue the Plan or revise or amend it in
any respect whatsoever; provided, however, that without approval of the
stockholders, no revision or amendment shall change the number of shares subject
to the Plan (except as provided in Section X, or materially increase the
benefits accruing to participants under the Plan.
XIII. NOTICE
Any written notice to the Company required by any of the provisions of the
Plan shall be addressed to the Secretary of the Company and shall become
effective when it is received.
XIV. GOVERNING LAW
This Plan and all determinations made and actions taken pursuant hereto shall
be governed by the law of the State of Delaware and construed accordingly.
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