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Exhibit 10(M)
DIRECTORS' PHANTOM SHARE PLAN
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ADOPTED BY THE BOARD OF DIRECTORS ON SEPTEMBER 18, 1995
AMENDED BY THE BOARD OF DIRECTORS ON FEBRUARY 16, 1998
WHEREAS, the Board of Directors has previously established a retirement income
program for certain Directors of the Company by resolution adopted on February
17, 1982 ("1982 Directors' Retirement Plan"); and
WHEREAS, the Board of Directors wishes to replace the 1982 Directors' Retirement
Plan with a phantom share plan and establish certain transitional provisions;
NOW THEREFORE, BE IT RESOLVED, that the following plan, to be known as the
Directors' Phantom Share Plan is hereby established with the following terms and
conditions:
Directors who are not and have not been executive officers of the
Company ("Outside Directors") shall receive annual grants of phantom
shares ("Phantom Shares") (each Phantom Share to equal the fair market
value of one share of Company common stock) equal in value to one times
the then current annual retainer for Outside Directors on each Board
service anniversary date (as hereinafter defined) through the tenth
Board service anniversary date. No further awards of Phantom Shares
shall be made following the tenth Board service anniversary date.
With respect to the current Outside Directors:
- Outside Directors with ten or more years of Board
service as of the date hereof shall receive no grant
of Phantom Shares but shall continue to be eligible
to receive benefits under the 1982 Directors'
Retirement Plan.
- Outside Directors with at least five years but less
than ten years of Board service as of the date hereof
shall receive an annual grant of Phantom Shares equal
in value to one times the then current annual
retainer for Outside Directors on each Board service
anniversary date commencing on their next Board
service anniversary date through their tenth Board
service anniversary date. Such Directors shall
continue to be eligible to receive benefits under the
1982 Directors' Retirement Plan to the extent such
benefits are accrued for benefit computation purposes
as of the date hereof (rounded to completed years of
Board service).
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- Outside Directors with less than five years of Board
service as of the date hereof shall receive an
initial grant of Phantom Shares equal to the current
annual retainer for Outside Directors times the
number of years (rounded to completed years) of Board
service. Such Directors shall thereafter receive an
annual grant of Phantom Shares equal to one times the
then current annual retainer for Outside Directors on
each Board service anniversary date commencing on
their next Board service anniversary date through
their tenth Board service anniversary date. Such
Directors shall not be eligible for any benefits
under the 1982 Directors' Retirement Plan.
Dividend equivalents will be accrued on all Phantom Shares granted
under this Plan. Upon the payment date of each dividend declared on the
Company's common stock, that number of additional Phantom Shares will
be credited to each Outside Directors' account which is equivalent in
value to the aggregate amount of dividends which would be paid if the
number of Phantom Shares credited to each Outside Directors' account
were actual shares of the Company's common stock.
All Phantom Shares become fully vested at the earlier of:
(i) five years from the date of grant;
(ii) upon the Director's termination of service on the
Board on or after age 55; or
(iii) a "Change in Control" as defined in the Company's Key
Employees' Stock Option Plan.
Upon termination of Board service (the "termination date") the fair
market value of all vested Phantom Shares shall be paid to each Outside
Director in cash, subject to applicable withholding taxes, as follows:
The value of each Outside Directors' account shall be paid in
12 installments commencing on the first day of the month
coincident with or next following the Directors termination
date, and on the first day of the next 11 months thereafter
(each an "installment date"). Each installment shall equal a
fractional amount of each Outside Directors' account, the
numerator of which is one and the denominator of which is
equal to the number of months remaining between the
installment date and 12 months after the first installment
date.
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For all purposes of this Plan, the fair market value for the Company's
common stock and Phantom Shares shall be the mean of the high and low
prices of the Company's common stock on the relevant date as reported
on the New York Stock Exchange Composite Transactions Listing (or
similar report) or if no sale was made on such date, then on the next
preceding day on which such sale was made.
The first Board service anniversary date for each Outside Director
shall mean the date of the first Annual Meeting of Shareholders
following election as a Director. Each Board service anniversary
thereafter shall be the date of the next Annual Meeting of
Shareholders.
Any person who is entitled to benefits under the 1982 Director's
Retirement Plan as of the date hereof shall be fully vested in the
right to receive such benefits. No additional accrual of years of
service for benefit calculation purposes shall be made under the 1982
Directors' Retirement Plan. Other than as expressly provided in these
Directors' Phantom Share Plan resolutions, the resolutions of February
17, 1982 are hereby rescind and are of no further force and effect.
No award of Phantom Shares shall be assignable or transferable by the
Outside Directors, except by will or by the laws of descent and
distribution.
The number of Phantom Shares credited to an Outside Directors' account
shall be adjusted to reflect any stock split, stock dividend,
combination of shares, merger, consolidation, reorganization, or other
change in the structure of the Company or the nature of the Company's
common stock (the "event") in the same manner as the event affects the
Company's common stock.
The Board of Directors may alter or amend this Plan, in whole or in
part, from time to time, or terminate the Plan at any time, provided,
however, no such action shall adversely affect any rights or
obligations with respect to awards of Phantom Shares previously made
under the Plan, without consent of the individual Outside Director.
FURTHER RESOLVED, that the officers of the Company be and they severally are
authorized to do and perform each and every act and thing and to execute and
deliver any and all documents as, on the advice of legal counsel of the
Company, such officers may deem necessary or advisable to implement the intent
and purpose of the preceding resolutions, such officer's execution thereof to
be conclusive evidence of the exercise of the discretionary authority herein
conferred.