Exhibit 4.4(b)
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Amendment to the
1993 Long-Term Incentive Plan
of
Armco Inc.
THIS AMENDMENT to the 1993 Long-Term Incentive Plan of Armco Inc. ("Plan") is
made by Armco Inc. ("Company") on this 30 day of September, 1999.
WHEREAS, the Board of Directors of the Company ("Board") has reserved the right
to amend the Plan and the Compensation Committee of the Board ("Committee") has
reserved the right to amend any Award Instrument provided that no such amendment
shall impair the rights of any participant in the Plan with respect to any
outstanding Award without the Participant's consent; and
WHEREAS, the Board desires to amend the Plan to eliminate the rights of any
participant in the Plan to receive cash payments upon the exercise of any
outstanding Option granted pursuant to the Plan and, so as not to impair the
rights of any participant, to substitute for such cash payments shares of common
stock of the Company having a fair market value equal to the amount of such cash
payments plus any reasonable brokerage expense that would be incurred upon any
sale of such shares;
NOW, THEREFORE, the Plan shall and hereby is amended effective as of the closing
date of the merger of the Company and AK Steel Corporation pursuant to the
Agreement and Plan of Merger dated as of May 20, 1999, as follows:
1. Section 15(b) of the Plan is amended to read as follows:
Payment Upon Exercise. Upon the exercise of an Option within six
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months after the occurrence of a Change in Control, the holder shall be
entitled to receive, in addition to the Shares (or other shares of stock or
other securities substituted therefor or added thereto pursuant to Section
12 hereof) thereby purchased, additional Shares having a fair market value
on the date of exercise equal to (x) the excess of (i) the aggregate
Acquisition Price of the number of Shares purchased upon such exercise (or
which would have been so purchased but for the substitution or addition of
other shares or securities pursuant to Section 9 hereof) over (ii) the Fair
Market Value on the date of exercise of Shares (or such other securities)
purchased upon such exercise, plus (y) the reasonable brokerage expense
that is incurred or would be incurred upon the sale of all of such Shares
purchased or acquired hereunder on the date of exercise. Upon the exercise
of an SAR within six months after the occurrence of a Change in Control,
the holder shall be entitled to receive for each share covered by the SAR
so exercised a
Shares having a fair market value on the date of exercise equal to (x) the
excess of the Acquisition Price of a Share over the option price per Share
specified in the related Option or, (y) if the SAR was granted without
relationship to an Option, the Fair Market Value of one Share on the date
the SAR was granted, plus (z) the reasonable brokerage expense that is
incurred or would be incurred upon the sale of all of such Shares purchased
or acquired hereunder on the date of exercise.
2. Section 15(c) of the Plan is amended to read as follows:
Surrender. In lieu of exercising a Nonstatutory Stock Option that is
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otherwise exercisable, a holder may within six months after the occurrence
of a Change in Control surrender the Option in whole or in part and shall
be entitled to receive in exchange therefor Shares having a fair market
value on the date of surrender equal to (x) the excess of (i) the aggregate
Acquisition Price of the number of Shares subject to such Option or the
part thereof so surrendered ( or which would have been subject to such
Option or the part thereof so surrendered but for the substitution or
addition of other shares or securities pursuant to Section 12 hereof) over
(ii) the aggregate purchase price specified in such Option or the part
thereof so surrendered for such Shares, plus (y) the reasonable brokerage
expense that is incurred or would be incurred upon the sale of all of such
Shares on the date of surrender. In lieu of exercising an Incentive Stock
Option that is otherwise exercisable, a holder may, within six months after
the occurrence of a Change in Control, surrender such Option in whole or in
part and shall be entitled to receive in exchange therefor Shares having a
fair market value on the date of surrender equal to (x) the excess of (i)
the aggregate Fair Market Value at the time of surrender of Shares subject
to such Option or the part thereof so surrendered over (ii) the aggregate
purchase price specified in such Option or the part thereof so surrendered
for such Shares, plus (y) the reasonable brokerage expense that is incurred
or would be incurred upon the sale of all of such Shares on the date of
surrender. The right to surrender an Incentive Stock Option pursuant to
this Section 15(c) is transferable only to the extent the underlying Option
is transferable and may be exercised only if (i) the Incentive Stock Option
being surrendered is exercisable and (ii) the aggregate Fair Market Value
of the Shares subject to the Option exceeds the aggregate purchase price
specified in the Option for such Shares.
This Amendment to the Plan has been executed as of the day and year first
above written.
ARMCO INC.
/s/ James F. Will
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Name: James F. Will
Title: Chairman, President and
Chief Executive Officer
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