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EXHIBIT 10(e)
OHM CORPORATION
DIRECTORS' DEFERRED FEE PLAN
ARTICLE I
PURPOSE
The purpose of the OHM Corporation Directors' Deferred Fee Plan (the
"Plan") is to provide benefits upon termination of service or death for
Directors of OHM Corporation or their beneficiaries. It is intended that the
Plan will assist in attracting and retaining qualified individuals to serve as
Directors.
ARTICLE II
DEFINITIONS
For the purposes of the Plan, the following words and phrases shall
have the meanings indicated:
2.1 BENEFICIARY. Beneficiary means the person or persons
designated or deemed to be designated by the Participant pursuant to Article
VII to receive benefits payable under the Plan in the event of the
Participant's death.
2.2 BOARD. Board means the Board of Directors of the Company.
2.3 COMMITTEE. Committee has the meaning set forth in Section 8.1
hereof.
2.4 COMMON STOCK. Common Stock means the Company's common stock,
par value $.10 per share, or such other security as may at the applicable time
be represented by the Units.
2.5 COMPANY. Company means OHM Corporation, an Ohio corporation,
and any successor thereto.
2.6 DECLARED RATE. Declared Rate means the interest rate payable
on 1-year U.S. Treasury Bills issued on the specified date or, if not then
issued, on the next date of issue, or such other rate as may from time to time
be established by the Committee; provided, however that in no event shall the
Declared Rate be more than five percent (5%) higher than the rate payable on
such Bills.
2.7 DEFERRAL BENEFIT. Deferral Benefit means the benefit payable
to a Participant or his or her Beneficiary pursuant to Article VI hereof.
2.8 DEFERRED BENEFIT ACCOUNT. Deferred Benefit Account means the
account maintained on the books of the Company for each Participant pursuant to
Article V hereof.
2.9 DIRECTOR. Director means a member of the Board.
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2.10 FEE. Fee or Fees means any compensation payable in cash to a
Director for his or her services as a member of the Board or any Committee
thereof.
2.11 MARKET VALUE. Market Value means the closing price of the
Common Stock on the New York Stock Exchange on the specified date (or, if
Common Stock was not traded on such date, on the next preceding date on which
it was traded) as reported in THE WALL STREET JOURNAL.
2.12 PARTICIPANT. Participant means any eligible Director who
elects to participate by filing a Participation Agreement as provided in
Section 3.2 hereof.
2.13 PARTICIPATION AGREEMENT. Participation Agreement means the
agreement filed by a Participant, in the form prescribed by the Committee,
pursuant to Section 3.2 hereof.
2.14 PLAN YEAR. Plan Year means a 12-month period commencing
January 1 and ending the following December 31, except that the first Plan Year
shall commence January 1, 1995 and end December 31, 1995.
2.15 RULE 16B-3. Rule 16b-3 means Rule 16b-3 under the Securities
Exchange Act of 1934 or any successor rule.
2.16 UNIT. Unit means an accounting unit equal in value to one
share of Common Stock. The maximum number of Units that may be allocated to
the Deferred Benefit Accounts of all participants under the Plan in the
aggregate shall be 100,000 Units. Such maximum number and the number of Units
included in any Deferred Benefit Account shall be adjusted as appropriate to
reflect any stock dividend, stock split, recapitalization, merger or other
similar event affecting the Common Stock.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY. Eligibility to participate in the Plan is
limited to those Directors who are not employees of the Company or any of its
subsidiaries.
3.2 PARTICIPATION. Participation in the Plan shall be limited to
eligible Directors who elect to participate in the Plan by filing a
Participation Agreement with the Committee. A properly completed and executed
Participation Agreement must be filed on or prior to the December 31
immediately preceding the Plan Year in which the Participant's participation in
the Plan will commence, and the election to participate shall be effective on
the first day of the Plan Year following receipt by the Company of the
Participation Agreement. In the event that a director first becomes eligible
to participate during the course of a Plan Year, such Participation Agreement
must be filed no later than 30 days following election or appointment to the
Board, and such Participation Agreement shall be effective only with regard to
Fees earned or payable following the filing of the Participation Agreement with
the Committee.
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3.3 TERMINATION OF PARTICIPATION. A Participant may elect to
terminate his or her participation in the Plan by filing a written notice
thereof with the Committee, which termination shall be effective at any time
specified by the Participant in the notice, but not earlier than the first day
of the Plan Year immediately succeeding the Plan Year in which such notice is
filed with the Committee. Amounts credited to such Participant's Deferred
Benefit Account with respect to periods prior to the effective date of such
termination shall continue to be payable pursuant to, and otherwise governed
by, the terms of the Plan.
ARTICLE IV
DEFERRAL OF FEES
4.1 DEFERRAL. A Participant may elect to defer all, or a
specified percentage of his or her Fees, and a Participant may elect to have
his or her deferred Fees credited to his or her Deferred Benefit Account either
in dollar amounts or Units. A Participant may not change the percentage of his
or her Fees to be deferred, or the form in which fees are to be credited.
4.2 CREDITING OF DEFERRED FEES. Deferred Fees that a Participant
elects to have credited in dollar amounts shall be credited to the
Participant's Deferred Benefit Account as they become payable to the Director.
Deferred Fees payable to a Director during a Plan Year that a Participant
elects to have credited in Units, plus an amount equal to 25% of such Deferred
Fees for such calendar year, shall be credited to the Participant's Deferred
Benefit Account annually after the end of such Plan Year on the basis of the
average of the Market Values of the Common Stock on the last trading day in
each calendar month during such Plan Year.
ARTICLE V
DEFERRED BENEFIT ACCOUNT
5.1 DETERMINATION OF ACCOUNT. On any particular date, a
Participant's Deferred Benefit Account shall consist of the aggregate amount of
dollars and Units credited thereto pursuant to Section 4.2 hereof, plus any
interest credited pursuant to Section 5.2 hereof, plus any dividend equivalents
credited pursuant to Section 5.3 hereof, minus the aggregate amount of
distributions, if any, made from such deferred Benefit Account.
5.2 CREDITING OF INTEREST. As of the last day of each Plan Year,
each Deferred Benefit Account to which Fees have been credited in dollar
amounts shall be increased by the amount of interest earned during the Plan
Year. Interest shall be credited at the Declared Rate as of the last day of
the Plan Year based on the average daily balance of the Participant's Deferred
Benefit Account since the beginning of the Plan Year, but after the Deferred
Benefit Account has been adjusted for any contributions or distributions to be
credited or deducted for such period. Until a Participant or his or her
Beneficiary receives his or her entire Deferred Benefit Account, the unpaid
balance thereof credited in dollar amounts shall bear interest as provided in
this Section 5.2
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5.3 CREDITING OF DIVIDEND EQUIVALENTS. Each Deferred Benefit
Account to which Fees have been credited in Units shall be credited annually
after the end of each Plan Year with additional Units equal in value to the
amount of cash dividends paid by the Company during such Plan Year on Common
stock equivalent to the average daily balance of Units in such Deferred Benefit
Account during such Plan Year. Such dividend equivalents shall be valued on
the basis of the average Market Value computed pursuant to Section 4.2 hereof.
Until a Participant or his or her Beneficiary receives his or her entire
Deferred Benefit Account, the unpaid balance thereof credited in Units shall
earn dividend equivalents as provided in this Section 5.3.
5.4 STATEMENT OF ACCOUNTS. The Committee shall provide to each
Participant, within 120 days after the close of each Plan Year, a statement
setting forth the balance of such Participant's Deferred Benefit Account as of
the last day of the preceding Plan Year and showing all adjustments made
thereto during such Plan Year.
5.5 VESTING OF DEFERRED BENEFIT ACCOUNT. A Participant shall be
100 percent vested in his or her Deferred Benefit Account at all times.
ARTICLE VI
PAYMENT OF BENEFITS
6.1 TERMINATION OF SERVICE AS A DIRECTOR OR DEATH. Upon (i) the
termination of service of the Participant as a Director of the Company, for any
reason or (ii) if the Participant shall so elect, only upon his or her death,
the Company shall pay to the Participant or his Beneficiary, as the case may
be, a Deferral Benefit equal to the balance of his or her Deferred Benefit
Account, less any amounts previously distributed.
6.2 FORM OF PAYMENT. Amounts credited to the Deferred Benefit
Account of a Participant in dollars shall be paid in cash, and amounts credited
in Units shall be paid in full shares of Common Stock (with any fractional
share to be paid in cash based on the then current Market Value). The Deferral
Benefit shall be paid in one of the following forms, as elected by the
Participant in his or her Participant Agreement:
(a) Equal annual installments over a period of 5 years
(together, in the case of deferred compensation credited in dollar
amounts, with interest thereon credited after the payment commencement
date pursuant to Section 5.2 hereof and, in the case of deferred
compensation credited in Units, with dividend equivalents thereon
credited after the payment commencement date pursuant to Section 5.3
hereof).
(b) A lump sum.
(c) A combination of (a) and (b) above. The Participant
shall designate the percentage payable under each option.
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For the purposes of this Section 6.2, each distribution of Common
Stock from Deferred Benefit Accounts including Units shall be made on the basis
of one share of Common Stock for each Unit.
6.3 COMMENCEMENT OF PAYMENTS. Commencement of payments under
Section 6.1 hereof shall begin within 60 days following receipt of notice by
the Committee of an event which entitles a Participant (or a Beneficiary) to
payments under the Plan, or at such earlier date as may be determined by the
Committee, provided, however, that the payments to be made to a former Director
in Common Stock during his or her lifetime shall not commence until 6 months
after he or she has ceased to be a Director.
ARTICLE VII
BENEFICIARY DESIGNATION
7.1 BENEFICIARY DESIGNATION. Each Participant shall have the
right, at any time, to designate any person or persons as his Beneficiary to
whom payment under the Plan shall be made in the event of his or her death
prior to complete distribution to the Participant of his or her Deferral
Benefit. Any Beneficiary designation shall be made in a written instrument
filed with the Committee and shall be effective only when received in writing
by the Committee.
7.2 AMENDMENTS. Any Beneficiary designation may be changed by a
Participant by the filing of a new Beneficiary designation, which will cancel
all Beneficiary designations previously filed.
7.3 NO DESIGNATION. If a Participant fails to designate a
Beneficiary as provided above, or if all designated Beneficiaries predecease
the Participant, then the Participant's designated Beneficiary shall be deemed
to be the Participant's estate.
7.4 EFFECT OF PAYMENT. Payment to a Participant's Beneficiary
(or, upon the death of a beneficiary, to his or her estate) shall completely
discharge the Company's obligations under the Plan.
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ARTICLE VIII
ADMINISTRATION
8.1 COMMITTEE; DUTIES. The administrative committee for the Plan
(the "Committee") shall consist of the Chairman of the Board (provided he is
not a nonemployee Director) and two Company officers or Directors who are not
nonemployee Directors who shall be appointed by the Chairman of the Board. The
Committee shall supervise the administration of the Plan, may from time to time
adopt procedures governing the Plan and shall have authority to give
interpretive rulings with respect to the Plan.
8.2 AGENTS. The Committee may appoint an individual, who may be
an employee of the Company, to be the Committee's agent with respect to the
day-to-day administration of the Plan. In addition, the Committee may, from
time to time, employ other agents and delegate to them such administrative
duties as it sees fit, and may from time to time consult with counsel who may
be counsel to the Company.
8.3 BINDING EFFECT OF DECISIONS. Any decision or action of the
Committee with respect to any questions arising out of or in connection with
the administration, interpretation and application of the Plan shall be final
and binding upon all persons having any interest in the Plan.
8.4 INDEMNITY OF COMMITTEE. The Company shall indemnify the
members of the Committee against claims, loss, damage, expense and liability
arising from any action or failure to act with respect to the Plan to the
extent provided in the Regulations of the Company and any applicable
indemnification agreement between the Company and such member.
ARTICLE IX
AMENDMENT AND TERMINATION OF PLAN
The Board may at any time amend, suspend, terminate or reinstate any
or all of the provisions of the Plan, provided that no such amendment,
suspension or termination may adversely affect any Participant's Deferred
Benefit Account as it existed as of the effective date of such amendment,
suspension or termination without such Participant's consent and provided
further that no amendment or modification shall be made more than once every
six months, other than to comport with changes in the Internal Revenue Code,
the Employment Retirement Security Act, or the rules promulgated thereunder.
No amendment shall become effective without approval by all Participants if
such amendment would cause transactions under the Plan to cease to be exempt
under Rule 16b-3.
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ARTICLE X
MISCELLANEOUS
10.1 FUNDING. Neither Participants, nor their Beneficiaries, nor
their heirs, successors or assigns, shall have any secured interest or claim in
any property or assets of the Company. the Company's obligation under the Plan
shall be merely that of an unfunded and unsecured promise of the Company to pay
money in the future. It is the intention of the Company that the Plan be
unfunded for tax purposes and for purposes of Title I or ERISA. The Company
may create a trust to hold funds, Common Stock or other securities to be used
in payment of its obligation under the Plan, and may fund such trust; provided,
however, that any funds contained therein shall remain liable for the claims of
the Company's general creditors.
10.2 NON-ASSIGNABILITY. No right or interest under the Plan of a
Participant or his or her Beneficiary (or any person claiming through or under
any of them), shall be (i) assignable or transferable in any manner, (ii)
subject to alienation, anticipation, sale, pledge, encumbrance, attachment,
garnishment or other legal powers or (iii) in any manner liable for or subject
to the debts or liabilities of the Participant or Beneficiary. If any
Participant or Beneficiary (other than the surviving spouse of any deceased
Participant) shall attempt to or shall transfer, assign, alienate, anticipate,
sell, pledge or otherwise encumber his or her benefits hereunder or any part
thereof, or if by reason of his or her bankruptcy or other event happening at
any time such benefits would devolve upon anyone else or would not be enjoyed
by him or her, then the Committee, in its discretion, may terminate his or her
interest in any such benefit to the extent the Committee consider necessary or
advisable to prevent or limit the effects of such occurrence. Termination
shall be effected by filing a written "termination declaration" with the
Secretary of the Company and making reasonable efforts to deliver a copy to the
Participant or Beneficiary whose interest is adversely affected (the
"Terminated Participant").
As long as the Terminated Participant is alive, any benefits affected
by the termination shall be retained by the Company and, in the Committee' s
sole and absolute judgment, may be paid to or expended for the benefit of the
Terminated Participant, his or her spouse, his or her children or any other
person or persons in fact dependent upon him or her in such a manner as the
Committee shall deem proper. Upon the death of the Terminated Participant, all
benefits withheld from him or her and not paid to others in accordance with the
preceding sentence shall be disposed of according to the provisions of the Plan
that would apply if he or she died prior to the time that all benefits to which
he or she was entitled were paid to him or her.
10.3 CAPTIONS. The captions contained herein are for convenience
only and shall not control or affect the meaning or construction hereof.
10.4 GOVERNING LAW. The provisions of the Plan shall be construed
and interpreted according to the internal substantive laws of the State of
Ohio.
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10.5 SUCCESSORS. The provisions of the Plan shall bind and inure
to the benefit of the Company and its successors and assigns. The term
successors as used herein shall include any corporate or other business entity
which shall, whether by merger, consolidation, purchase or otherwise, acquire
all or substantially all of the business and assets of the Company and
successors of any such corporation or other business entity.
10.6 EFFECTIVE DATE. The Plan shall be effective on the first day
of the first Plan Year, subject to approval by the shareholders of the Company.
10.7 RIGHT TO CONTINUED SERVICE. Nothing contained herein shall be
construed to confer upon any Director the right to continue to serve as a
Director of the Company or in any other capacity.
10.8 RULE 16B-3. This Plan is intended to comply with Rule 16b-3
as in effect prior to May 1, 1991. If at any time Rule 16b-3 as effective on
May 1, 1991 or at any later date shall become applicable to the Plan, (a) if
necessary for acquisition of Units under the Plan to continue to be exempt
under Rule 16b-3, no election to have Deferred Fees credited to Units shall
become effective pursuant to Section 4.2 hereof until 6 months after such
election is made and (b) the Committee may make such other changes in the terms
or operation of the Plan as may then be necessary or appropriate to comply with
such Rule, including, without limitation, by eliminating any restriction
originally included in the Plan to comply with rule 16b-3 that may no longer be
required.