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EXHIBIT 10.F
INLAND 1992 INCENTIVE STOCK PLAN
AS AMENDED THROUGH MAY 26, 1993
1. Purpose.
The purpose of the Inland 1992 Incentive Stock Plan (the "Plan") is to
attract and retain outstanding individuals as officers and key employees of
Inland Steel Industries, Inc. (the "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 determine in its sole
discretion. 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. As used in the Plan, the term
"subsidiary" means (a) any corporation of which the Company owns or controls,
directly or indirectly, 50% or more of the outstanding shares of capital stock
entitled to vote for the election of directors or (b) any partnership, joint
venture, or other business entity in respect of which the Company, directly or
indirectly, has comparable ownership or control.
3. Shares Reserved under the Plan.
The maximum number of shares of common stock, $1.00 par value per share,
of the Company which may be issued pursuant to grants or awards made under the
Plan shall not exceed 2,200,000, subject, however, to adjustment pursuant to
the provisions of Section 10 of the Plan. Except to the extent otherwise
determined by the Committee, any shares subject to any grant or award which
terminates by expiration, cancellation or otherwise without the issuance of
such shares or which is settled in cash (to the extent so settled), or in the
case of a restricted stock award without 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.
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 for employees 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
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receive grants under the Plan; (iii) to determine the form of 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 of Plan.
The Plan shall be submitted to the stockholders of the Company for
approval at the annual meeting to be held on April 22, 1992, or any
adjournment thereof, and, if approved by the stockholders, shall be deemed to
have become effective on the date of such approval.
6. Stock Options.
(a) Grants. Options to purchase shares of common stock of the Company,
including "incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code of 1986, 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.
(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. To the extent
required by the Code, the aggregate fair market value (determined as of the
time the option is granted) of the common stock of the Company with respect to
which incentive stock options are exercisable for the first time by an employee
during any calendar year (under the Plan or any other plan of the Company or
any of its subsidiaries) shall not exceed $100,000.
(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 Committee) 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 such period from and after the
date of such cessation of employment (not extending, however, beyond the date
of expiration of such option) as the Committee may determine at the time of
the grant. 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
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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 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 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 right, but not both, as to the shares
subject to the stock option and the right, or the right may be granted
independently of a 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 (d) of Section 6 of the Plan.
The Committee may at the 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 Section
16(b) of the Securities Exchange Act of 1934, as amended, 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 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 grants under
the Plan shall be reduced in connection with the exercise of any stock
appreciation right by the number of shares issued pursuant to such exercise.
(d) Additional Terms and Conditions. The agreement or instrument
evidencing the grant of stock appreciation rights may contain such other
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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. Except as
otherwise determined by the Committee at the time of the award, 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 (i) shares of common stock
of the Company, (ii) monetary units or (iii) units which are expressed in
terms 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. Such awards shall be contingent on the
achievement over a period of not less than one or more than ten years of such
corporate, division, subsidiary, group or other objectives as shall be
established by the Committee. Such objectives may be revised by the Committee
at any time and from time to time during the performance period to take into
account significant unforeseen events or changes in circumstances. 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 or its
subsidiaries at all times during the applicable performance period.
(b) Rights with Respect to Shares and Share Units. If a performance award
consists of shares of common stock of the Company or units which are expressed
in terms of shares of such common stock, amounts equal to dividends otherwise
payable on a like number of shares may, if the award so provides, be converted
into additional such shares (to the extent that shares are then available for
issuance under the Plan) or credited as additional units and paid to the
participant if and when, and to the extent that, payment is made pursuant to
such award.
(c) Payment. Payment of a performance award following the end of the
performance period, if such award consists of monetary units or units
expressed in terms of shares of common stock of the Company, may be made in
cash, shares of common stock, or a combination thereof, as determined by the
Committee. Any payment 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.
Subject to the provisions of Section 11 of the Plan, stock options, stock
appreciation rights, restricted stock awards, and performance awards may be
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appropriately adjusted by the Committee as to the number, kind and price of
shares or other consideration subject to such grants in the event of stock
dividends, stock splits, spinoffs or other distributions of assets (other than
normal cash dividends), 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 any such event, the maximum number of shares which may be issued pursuant
to grants under the Plan may also be appropriately adjusted by the Committee.
11. Effect of Merger, Consolidation, Liquidation and Certain Other Events.
(a) Acceleration of Benefits. In the event of a "Change in Control" as
defined in paragraph (b) of this Section 11, (i) the value of all outstanding
stock options, stock appreciation rights and restricted stock awards (whether
or not then fully exercisable or vested) shall be cashed out on the basis of
the "Change in Control Price" (as defined in paragraph (c) of this Section 11)
as of the date the Change in Control occurs, provided, however, that any stock
options or stock appreciation rights outstanding for less than six months
shall not be cashed out until six months after the respective date of grant,
and provided, further, that the Committee may provide for the immediate
vesting instead of the cashing out of restricted stock awards in such
circumstances as it deems appropriate; and (ii) all outstanding performance
awards shall be cashed out in such manner and in such amount or amounts as
determined by the Committee in its sole discretion at the time such awards are
made.
(b) Change in Control. For purposes of this Section 11, a Change in
Control means the happening of any of the following: (i) the Company is merged
into or consolidated with another corporation, or the stockholders of the
Company approve a definitive agreement to sell or otherwise dispose of all or
substantially all of its assets or adopt a plan of liquidation, provided,
however, that a Change in Control shall not be deemed to have occurred by
reason of a transaction, or a substantially concurrent or otherwise related
series of transactions, upon the completion of which the beneficial ownership
of the voting power of the Company, the surviving corporation or corporation
directly or indirectly controlling the Company or the surviving corporation,
as the case may be, is held only by the same persons (as defined below)
(although not necessarily in the same proportion) as held the beneficial
ownership of the voting power of the Company immediately prior to the
transaction or the substantially concurrent or otherwise related series of
transactions, except that upon the completion thereof, employees or employee
benefit plans of the Company may be a new holder of such beneficial ownership;
or (ii) the "beneficial ownership" (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
securities representing 40% or more of the combined voting power of the
Company is acquired by any "person" as defined in Sections 13(d) and 14(d) of
the Exchange Act (other than any trustee or other fiduciary holding securities
under an employee benefit or other similar stock plan of the Company); or
(iii) at any time during any period of two consecutive years, individuals who
at the beginning of such period were members of the Board of Directors of the
Company cease for any reason to constitute at least a majority thereof (unless
the election, or the nomination for election by the Company's stockholders, of
each new director was approved by a vote of at least two-thirds of the
directors still in office at the time of such election or nomination who were
directors at the beginning of such period).
(c) Change in Control Price. For purposes of this Section 11, Change in
Control Price means (i) with respect to a Change in Control by reason of a
merger or consolidation of the Company described in paragraph (b)(i) of this
Section 11 in which the consideration per share of the Company's common stock
to be paid for the acquisition of shares of common stock specified in the
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agreement of merger or consolidation is all in cash, the highest such
consideration per share, (ii) with respect to a Change in Control by reason of
an acquisition of securities described in paragraph (b)(ii) of this Section 11,
the highest price per share for any share of the Company's common stock paid by
any holder of any of the securities representing 40% or more of the combined
voting power of the Company giving rise to the Change in Control, and (iii)
with respect to a Change in Control by reason of a merger or consolidation of
the Company (other than a merger or consolidation described in paragraph (c)(i)
of this Section 11), stockholder approval of an agreement or plan described in
paragraph (b)(i) of this Section 11 or a change in the composition of the Board
of Directors described in paragraph (b)(iii) of this Section 11, the highest
price per share of common stock reported on the New York Stock Exchange
Composite Tape (or, if such shares are not traded on the New York Stock
Exchange, such other principal market on which such shares are traded) during
the sixty-day period ending on the date the Change in Control occurs, except
that, in the case of incentive stock options and stock appreciation rights
relating to incentive stock options, the holder may not receive an amount in
excess of the maximum amount that will enable such option to continue to
qualify as an incentive stock option.
12. Amendment and Termination of Plan.
The Plan may be amended by the Board of Directors of the Company in any
respect, provided that, without stockholder approval, no amendment (other than
pursuant to Section 10 of the Plan) shall increase the maximum number of
shares available for issuance under the Plan. In addition, no amendment may
impair the rights of a participant under any stock option, stock appreciation
right, restricted stock award or performance award previously granted under
the Plan without the consent of such participant, unless required by law. The
Plan may also be terminated at any time by 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.
13. Prior Plan.
Upon the effectiveness of this Plan, no further grants shall be made
under the Inland 1988 Incentive Stock Plan. The discontinuance of the Inland
1988 Incentive Stock Plan shall not affect the rights of any participant
under, or the authority of the Committee (therein referred to) with respect
to, any grants or awards made thereunder prior to such discontinuance.
14. 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 Stockholders. 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.
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(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, shares of common stock of the Company, valued at
their fair market value, but in no event shall the fair market value of the
number of shares so withheld (or accepted) exceed the amount necessary to 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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