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Exhibit 10.D
Inland Steel Industries
INLAND 1984 INCENTIVE STOCK PLAN
AS AMENDED THROUGH JANUARY 26, 1994
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INLAND 1984 INCENTIVE STOCK PLAN
AS AMENDED THROUGH JANUARY 26, 1994
1. Purpose.
The purpose of the Inland 1984 Incentive Stock Plan (the "Plan") is to
attract and retain outstanding individuals as officers and key employees of the
"Company" (which, on and after May 1, 1986, shall be Inland Steel Industries,
Inc., and prior to that date shall be Inland Steel Company) and its
subsidiaries, and to furnish incentives to such individuals through rewards
based upon the ownership and performance of the common stock of the Company. To
this end, the Committee hereinafter designated may grant stock options, stock
appreciation rights, restricted stock awards, and performance awards, or
combinations thereof, to officers and other key employees of the Company and
its subsidiaries, on the terms and subject to the conditions set forth in this
Plan.
2. Participants.
Participants in the Plan shall consist of such officers and other key
employees of the Company and its subsidiaries as the Committee in its sole
discretion may select from time to time to receive stock options, stock
appreciation rights, restricted stock awards or performance awards, either
singly or in combination, as the Committee may in its sole discretion
determine. Any director of the Company or any of its subsidiaries who is not
also an employee of the Company or any of its subsidiaries shall not be
eligible to receive stock options, stock appreciation rights, restricted stock
awards or performance awards under the Plan.
3. Shares Reserved under the Plan.
The maximum number of shares of common stock, $1.00 par value, of the Company
which may be issued pursuant to all grants made under the Plan shall not exceed
800,000, of which no more than 300,000 shares shall be issued pursuant to
restricted stock awards and performance awards granted under the Plan. Any
shares subject to any grant which terminates by expiration, cancellation or
otherwise prior to the issuance of such shares or, in the case of a restricted
stock award, prior to vesting shall again be available for future grants under
the Plan. Shares of common stock to be issued pursuant to grants under the Plan
may be authorized and unissued shares of common stock, treasury common stock,
or any combination thereof.
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4. Administration of the Plan.
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company. No member of the
Committee shall be eligible to receive any grant, or shall have been eligible
to receive any grant for at least one year prior to becoming a member, under
the Plan or any other stock option, stock appreciation rights or other
incentive stock plan of the Company or any subsidiary of the Company. Subject
to the provisions of the Plan, the Committee shall have authority (i) to
determine which employees of the Company and its subsidiaries shall be eligible
for participation in the Plan; (ii) to select employees to receive grants under
the Plan; (iii) to determine the form of the grant, whether as a stock option,
stock appreciation right, restricted stock award, performance award or a
combination thereof, the number of shares or units subject to the grant, the
time and conditions of exercise or vesting, the fair market value of the common
stock of the Company for purposes of the Plan, and all other terms and
conditions of any grant; and (iv) to prescribe the form of agreement,
certificate or other instrument evidencing the grant. The Committee shall also
have authority to interpret the Plan and to establish, amend and rescind rules
and regulations for the administration of the Plan, and all such
interpretations, rules and regulations shall be conclusive and binding on all
persons.
5. Effective Date and Term of Plan.
The Plan shall be submitted to the stockholders of the Company for approval
at the annual meeting to be held on April 25, 1984, or any adjournment thereof,
and, if approved by the affirmative vote of the holders of a majority of the
shares of common stock and Series A $2.40 Cumulative Convertible Preferred
Stock of the Company (voting together and not as separate classes) present in
person or by proxy, shall become effective on the date of such approval. The
Plan shall terminate five years after it becomes effective unless terminated
sooner by action of the Board of Directors. No further grants may be made
under the Plan after termination, but termination shall not affect the rights
of any participant under, or the authority of the Committee with respect to,
any grants or awards made prior to termination.
6. Stock Options.
(a) Grants. Options to purchase shares of common stock of the Company,
including "incentive stock options" within the meaning of Section 422A of the
Internal Revenue Code of 1954, as amended (the "Code"), may be granted from
time to time to such officers and other key employees of the Company and its
subsidiaries as may be selected by the Committee.
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(b) Terms of Options. An option shall be exercisable in whole or in such
installments and at such times as may be determined by the Committee in its
sole discretion, provided that no option shall be exercisable less than one or
more than ten years after the date of grant. The per share option price shall
not be less than 100% of the fair market value of a share of common stock of
the Company on the date the option is granted. Upon exercise, the option price
may be paid in cash, in shares of common stock of the Company having a fair
market value equal to the option price, or in a combination thereof.
(c) Restrictions Relating to Incentive Stock Options. No incentive stock
option granted prior to January 1, 1987, may be exercised by an optionee while
there is outstanding (within the meaning of Section 422A(c)(7) of the Code) any
incentive stock option previously granted to such optionee to purchase stock in
the Company or any subsidiary of the Company or in a corporation which is a
predecessor to the Company or any subsidiary. The aggregate fair market value
(determined as of the time the option is granted) of the common stock of the
Company for which any employee may be granted incentive stock options in any
calendar year (under this Plan or any other plan of the Company or any of its
subsidiaries) shall not exceed $100,000 (or such other individual grant limit
as may be in effect under the Code on the date of grant) plus any unused limit
carryover to such year permitted under Section 422A of the Code.
(d) Termination of Employment. If an optionee ceases to be employed by the
Company or any of its subsidiaries by reason of (i) death, (ii) physical or
mental incapacity, (iii) retirement on or after the normal retirement date
provided for in and pursuant to any pension plan of the Company or any
subsidiary of the Company in effect at the time of such retirement, or (iv)
early retirement (with the consent of the Company) provided for in and pursuant
to any such pension plan, any option held by such optionee may be exercised,
with respect to all or any part of the common stock of the Company as to which
such option was not theretofore exercised (whether or not such option was
otherwise then exercisable), for a period ending on the first anniversary of
the date of such cessation of employment or the date of expiration of such
option, whichever first occurs. If an optionee ceases to be employed by the
Company and any of its subsidiaries for any reason other than a reason set
forth in the immediately preceding sentence, any option held by such optionee
may be exercised for a period ending on the 30th day following the date of such
cessation of employment or the date of expiration of such option, whichever
first occurs, but only with respect to that number of shares of common stock
for which such option was exercisable immediately prior to the date of
cessation of employment.
(e) Additional Terms and Conditions. The agreement or instrument evidencing
the grant of a stock option may contain such
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other terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Committee in its sole discretion.
7. Stock Appreciation Rights.
(a) Grants. Rights entitling the grantee to receive cash or shares of
common stock of the Company having a fair market value market value equal to
the appreciation in market value of a stated number of shares of such common
stock from the date of the grant to the date of exercise, or, in the case of
rights granted in tandem with or by reference to a stock option granted prior
to the grant of such rights, from the date of grant of such related stock
option to the date of exercise, may be granted from time to time to such
officers and other key employees of the Company and its subsidiaries as may be
selected by the Committee.
(b) Terms of Grant. Such rights may be granted in tandem with or by
reference to a related stock option, in which event the grantee may elect to
exercise either the stock option or the rights, but not both, as to any of the
same shares subject to the stock option and the rights, or the rights may be
granted independently of a related stock option. Rights granted in tandem with
or by reference to a related stock option shall be exercisable to the extent,
and only to the extent, that the related option is exercisable, provided that
no such right (except in the case of death, or physical or mental incapacity)
shall be exercisable prior to the expiration of six months following the date
the right is granted. Rights granted independently of a stock option shall be
exercisable in whole or in such installments and at such times as may be
determined by the Committee, provided that no right shall be exercisable less
than one or more than ten years after the date of grant. Further, in the event
that any employee to whom rights are granted independently of a stock option
ceases to be an employee of the Company and its subsidiaries, such rights shall
be exercisable only to the extent and upon the conditions that stock options
are exercisable in accordance with the provisions of paragraph 6(d) of the
Plan. The Committee may at any time of grant or at any time thereafter impose
such additional terms and conditions on the exercise of stock appreciation
rights as it deems necessary or desirable for compliance with section 16(a) or
16(b) of the Securities Exchange Act of 1934 and the rules and regulations
thereunder.
(c) Payment on Exercise. Upon exercise of a stock appreciation right, the
grantee shall be paid the excess of the then fair market value of the number of
shares of common stock of the Company to which the right relates over the fair
market value of such number of shares at the date of grant of the right or of
the related stock option, as the case may be. Such excess shall be paid in
cash or in shares of common stock having a fair market value equal to such
excess, or in such combination thereof, as may be provided in the grant of such
right (which may permit the
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grantee to elect between cash and common stock or to elect a combination
thereof), or, if no such provision is made in the grant, as the Committee shall
determine upon exercise of the right, provided, in any event, that the grantee
shall be paid cash in lieu of any fractional share of common stock to which
such grantee would otherwise be entitled. The number of shares which may be
issued pursuant to all grants under the Plan shall be reduced in connection
with the exercise of any stock appreciation right by the number of shares paid
out pursuant to such exercise.
(d) Additional Terms and Conditions. The agreement or instrument evidencing
the grant of stock appreciation rights may contain such other terms, provisions
and conditions not inconsistent with the Plan as may be determined by the
Committee in its sole discretion.
8. Restricted Stock Awards.
Restricted stock awards consisting of shares of common stock of the Company
may be made from time to time to such officers and other key employees of the
Company and its subsidiaries as may be selected by the Committee, provided that
any such employee (except an employee whose terms of employment include the
granting of a restricted stock award) shall have been employed by the Company
or any of its subsidiaries for at least six months. Such awards shall be
contingent on the employee's continuing employment with the Company or its
subsidiaries for a period to be specified in the award, which shall not be less
than one or more than ten years from the date of award, and shall be subject to
such additional terms and conditions as the Committee in its sole discretion
deems appropriate, including, but not by way of limitation, restrictions on the
sale or other disposition of such shares during the restriction period. The
Committee may in its sole discretion at the time of the award or at any time
thereafter provide for the early vesting of such award in the event of
termination of employment by retirement, death, incapacity or otherwise prior
to the end of the restriction period. The holder of a restricted stock award
shall have the right to vote the restricted shares and to receive dividends
thereon, unless and until such shares are forfeited.
9. Performance Awards.
(a) Awards. Performance awards consisting of monetary units or units which
are equivalent to shares of common stock of the Company may be made from time
to time to such officers and other key employees of the Company and its
subsidiaries as may be selected by the Committee. Such awards shall be
contingent on the achievement over a period of not less than three or more than
ten years of such corporate, division, subsidiary, group or other objectives as
shall be established by the Committee. Such objectives shall be established by
the Committee prior to the beginning of the performance period, but may be
revised by the
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Committee from time to time during the performance period to take into account
significant unforeseen events or changes in circumstances.
(b) Termination of Employment. Except as may otherwise be determined by the
Committee at the time of the award or at any time thereafter, a performance
award shall terminate if the holder of the award does not remain continuously
in the employ of the Company and its subsidiaries at all time during the
applicable performance period.
(c) Payment. Following the end of the performance period, the holder of a
performance award shall be entitled to receive payment of an amount, not
exceeding the maximum value of the performance award established by the
Committee, based on the level of achievement of the objectives for the
performance period as determined by the Committee. Payment may be made in
cash, shares of common stock, or a combination thereof, as determined by the
Committee. Any payment to be made in common stock shall be based on the fair
market value of such stock on the payment date.
10. Adjustments for Changes in Capitalization, Etc.
Stock options, stock appreciation rights, restricted stock awards, and
performance awards shall be subject to adjustment by the Committee in its sole
discretion as to the number, kind and price of shares or other consideration
subject to such grants in the event of changes in the outstanding common stock
by reason of stock dividends, stock splits, recapitalizations, reorganizations,
mergers, consolidations, combinations, exchanges or other relevant changes in
corporate structure or capitalization occurring after the date of the grant of
any stock option, stock appreciation right, restricted stock award or
performance award. In the event of any such change in the outstanding common
stock, the maximum number of shares which may be issued pursuant to all grants
under the Plan and pursuant to restricted stock awards and performance awards
may also be appropriately adjusted by the Committee.
11. Effect of Liquidation, Merger, Consolidation or Other Events.
Unless otherwise determined by the Committee, and notwithstanding any other
provisions of the Plan, each outstanding stock option and stock appreciation
right and each restricted stock award and performance award shall automatically
terminate upon the effective date of (i) the liquidation or dissolution of the
Company, (ii) any merger or consolidation in which the Company is not the
surviving corporation or pursuant to which the common stock of the Company does
not remain outstanding, or (iii) the acquisition by another person of all or
substantially all of the assets of the Company; provided, however, that the
Committee in anticipation of any such event or any similar event, or in the
event of (a) the acquisition by any person of the beneficial ownership of 25%
or
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more of the outstanding voting securities of the Company or (b) any offer by
any person to acquire any voting securities of the Company which, if accepted,
would result in the beneficial ownership by such person of 25% or more of the
outstanding voting securities of the Company, may accelerate the time within
which such stock options and stock appreciation rights may be exercised as well
as the time for the vesting of restricted stock and performance awards.
12. Amendment and Termination of Plan.
The Plan may be amended or terminated by the Board of Directors of the
Company in any respect except that (other than pursuant to paragraph 10 of the
Plan) no amendment may be made without stockholder approval if such amendment
would increase the maximum number of shares available for issuance pursuant to
all grants under the Plan or pursuant to restricted stock awards and
performance awards.
13. Miscellaneous.
(a) No Right to a Grant. Neither the adoption of the Plan nor any action
of the Board of Directors or of the Committee shall be deemed to give any
employee any right to be selected as a participant or to be granted a stock
option, stock appreciation right, restricted stock award or performance award.
(b) Rights as Stockholder. No person shall have any rights as a stockholder
of the Company with respect to any shares covered by a stock option, stock
appreciation right, or performance award until the date of the issuance of a
stock certificate to such person pursuant to such stock option right or award.
(c) Employment. Nothing contained in this Plan shall be deemed to confer
upon any employee any right of continued employment with the Company or any of
its subsidiaries or to limit or diminish in any way the right of the Company or
any such subsidiary to terminate his or her employment at any time with or
without cause.
(d) Taxes. The Company shall be entitled to deduct from any payment under
the Plan the amount of any tax required by law to be withheld with respect to
such payment or may require any participant to pay such amount to the Company
prior to and as a condition of making such payment. In addition, the Committee
may, in its discretion and subject to such rules as it may adopt from time to
time, permit a participant to elect to have the Company withhold from any
payment under the Plan (or to have the Company accept from the participant),
for tax withholding purposes, cash or shares of common stock of the Company,
valued at their fair market value, but in no event shall the cash or fair
market value of the number of shares so withheld (or accepted) exceed the
amount necessary to
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meet the maximum Federal, state and local marginal tax rates then in effect
that are applicable to the participant and to the particular transaction.
(e) Nontransferability. No stock option, stock appreciation right,
restricted stock award or performance award shall be transferable except by
will or the laws of descent and distribution. During the holder's lifetime,
stock options and stock appreciation rights shall be exercisable only by, and
shares subject to restricted stock awards and payments pursuant to performance
awards shall be delivered or made only to, such holder or such holder's duly
appointed legal representative.
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