EXHIBIT 10(a)
4/17/03
MANDATORY AND ELECTIVE DEFERRALS
SOLUTIA INC.
2003 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
1. NAME OF PLAN. This plan shall be known as the "Solutia Inc. 2003
Non-Employee Director Compensation Plan" and is hereinafter referred to as
the "Plan."
2. PURPOSE OF PLAN. The purpose of the Plan is to provide an inducement
to obtain and retain the services of qualified persons as Non-Employee
Directors and to align more closely the interests of such directors with the
interests of the stockholders of Solutia Inc. (the "Company") by providing a
portion of the compensation provided to such directors in a form that tracks
the value of the Company's Common Stock.
3. EFFECTIVE DATE AND TERM. The Plan is effective as of April 23, 2003
(the "Effective Date"). The Plan shall remain in effect until terminated by
action of the Board.
4. DEFINITIONS. The following terms shall have the meanings set forth
below:
"Administrator" has the meaning set forth in Section 12(a).
"Annual Meeting" means an annual meeting of the shareholders of the
Company.
"Annual Retainer" means the annual retainer established by the
Board and payable to a Non-Employee Director on a periodic basis,
but shall not include reimbursement for expenses, fees associated
with service on any committee of the Board, the retainer payable
for serving as the chairman of any committee of the Board, or fees
with respect to any other services to be provided to the Company.
"Board" means the Board of Directors of the Company.
"Business Combination" has the meaning set forth in subparagraph
(c) of the definition of "Change of Control."
"Change of Control" means any of the following events:
(a) The acquisition by any person, entity or "group", within
the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 (the "Exchange Act")
(a "Person"), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either (i) the then outstanding shares of Common
Stock of the Company (the "Outstanding Company Common
Stock") or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to
vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that, for purposes of
this subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or
(iv) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and
(iii) of subsection (c) of this definition; or
(b) Individuals who, as of the date hereof, constitute the
Board (as of the date hereof the "Incumbent Board") cease
for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with
respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board; or
(c) Consummation of a reorganization, merger, consolidation,
or sale or other disposition of all or substantially all
of the assets of the Company or the acquisition of assets
or stock of another entity (a "Business Combination"), in
each case unless, following such Business Combination,
(i) all or substantially all of the individuals and entities
that were the beneficial owners of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 60% of
the then outstanding shares of common stock and the
combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the entity resulting
from such Business Combination (including, without
limitation, an entity that as a result of such transaction
owns the Company or all or substantially all of the
Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as
their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be;
(ii) no Person (excluding any entity resulting from such
Business Combination or any employee benefit plan (or
related trust) of the Company or such entity resulting
from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the entity
resulting
2003 SOLUTIA INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN, PAGE 2
from such Business Combination or the combined voting
power of the then outstanding voting securities of such
entity except to the extent that such ownership existed
prior to the Business Combination; and (iii) at least a
majority of the members of the board of directors of the
entity resulting from such Business Combination were
members of the Incumbent Board at the time of the
execution of the initial agreement or of the action of the
Board providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
"Committee" means the committee that supervises the Plan, as more
fully defined in Section 12(a).
"Common Stock" means the Company's common stock, par value $.01 per
share.
"Company" has the meaning set forth in Section 2.
"Deferred Cash Account" means a bookkeeping account maintained by
the Company for a Non-Employee Director representing the Elective
Cash Amount, if any, credited to such account pursuant to
Section 6.
"Delivery Date" has the meaning set forth in Section 7.
"Discretionary Amount" means with respect to each Plan Year, the
dollar amount equal to 50% of the Annual Retainer for such Plan
Year, all or any portion (in percentage increments determined by
the Administration) of which the Non-Employee Director may, but is
not required to, elect to have credited to his or her Stock Unit
Account in the form of an Elective Stock Unit Amount and/or his or
her Deferred Cash Account in the form of an Elective Cash Amount.
"Dividend Equivalent" for a given dividend or distribution means a
number of shares of Common Stock having a Value, as of the date
such Dividend Equivalent is credited to a Stock Unit Account, equal
to the amount of cash, plus the fair market value on the date of
distribution of any property, that is distributed with respect to
one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.
"Effective Date" has the meaning set forth in Section 3.
"Election Amount" for each Non-Employee Director who has made a
Plan Year Deferral
2003 SOLUTIA INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN, PAGE 3
Election pursuant to Section 5 shall be, with respect to each Plan
Year, (i) the percentage that is set forth in the Non-Employee
Director's Plan Year Deferral Election Notice multiplied by
(ii) the Discretionary Amount.
"Elective Cash Amount" means that portion of the Election Amount
which the Non-Employee Director designated in his or her Plan Year
Deferral Election Notice to be credited to his or her Deferred Cash
Account.
"Elective Stock Unit Amount" means that portion of the Election
Amount which the Non-Employee Director designated in his or her
Plan Year Deferral Election Notice to be credited to his or her
Stock Unit Account in the form of Stock Units.
"Exchange Act" has the meaning set forth in subparagraph (a) of the
definition of "Change of Control."
"Fraction," with respect to a person who is a Non-Employee Director
during part, but not all, of a Plan Quarter, means the amount
obtained by dividing (i) the number of calendar months during such
Plan Quarter that such person was a Non-Employee Director by
(ii) 3; provided, that for purposes of the foregoing, a partial
calendar month shall be treated as a whole month.
"Incumbent Board" has the meaning set forth in subparagraph (b) of
the definition of "Change of Control."
The "Interest Rate" means Moody's Baa Bond Index Rate, as in effect
from time to time.
"1997 Plan" means the Solutia Inc. Non-Employee Director
Compensation Plan adopted in 1997.
"Non-Employee Director" means any director of the Company who is
not an employee of the Company or any subsidiary thereof on the
date of any award made or granted to such person hereunder.
"Outstanding Company Common Stock" has the meaning set forth in
subparagraph (a) of the definition of "Change of Control."
"Outstanding Company Voting Securities" has the meaning set forth
in subparagraph (a) of the definition of "Change of Control."
"Partial Quarter Notice Period" has the meaning set forth in
Section 5.
2003 SOLUTIA INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN, PAGE 4
"Partial Year Fraction," with respect to a person who is a
Non-Employee Director during part, but not all of a Plan Year,
means the amount obtained by dividing (i) the number of calendar
months during such Plan Year that such person was a Non-Employee
Director by (ii) 12; provided, that for the purposes of the
foregoing, a partial calendar month shall be treated as a whole
month.
"Person" has the meaning set forth in subparagraph (a) of the
definition of "Change of Control."
"Plan" has the meaning set forth in Section 1.
"Plan Quarter" means the three-month period commencing on the first
Trading Day in May, August, November or February, as applicable,
during a Plan Year.
"Plan Year" means the year commencing on the date of an Annual
Meeting and ending on the day before the next succeeding Annual
Meeting; provided, that the first Plan Year shall begin on the
Effective Date and end on the day before the next succeeding Annual
Meeting and provided further, that the last Plan Year with respect
to a Non-Employee Director who ceases to be a Non-Employee Director
during a Plan Year, shall begin on the first day of such Plan Year
and end on the day such Non-Employee Director ceases to be a
Non-Employee Director.
"Plan Year Deferral Election" means the irrevocable election to
defer, for any Plan Year, all or any part (in percentage increments
determined by the Administrator) of the Discretionary Amount for
the next Plan Year such that the deferred portion becomes the
Election Amount. Any Plan Year Deferral Election Notice shall
remain in effect for that Plan Year and for all subsequent Plan
Years unless and until such Non-Employee Director delivers to the
Administrator, no later than the last business day prior to the
commencement of the next succeeding Plan Year, a new Plan Year
Deferral Election Notice setting forth a different Plan Year
Deferral Election.
"Plan Year Deferral Election Notice" means the notice of the Plan
Year Deferral Election delivered to the Administrator.
"Rule 16b-3" has the meaning set forth in Section 12(a).
"Shares" means shares of Common Stock and any shares of stock or
other securities resulting from an adjustment pursuant to
Section 12.
"Stock Unit Account" means a bookkeeping account maintained by the
Company for a Non-Employee Director representing the Non-Employee
Director's interest in the Stock
2003 SOLUTIA INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN, PAGE 5
Unit Amount and the Elective Stock Unit Amount, if any, credited to
such account pursuant to Section 6.
"Stock Unit Amount" means with respect to each Plan Year, the
dollar amount equal to 50% of the Annual Retainer for such Plan
Year which will be automatically and mandatorily credited to the
Non-Employee Director's Stock Unit Account in the form of Stock
Units determined in the manner set forth in Section 6(b).
"Stock Units" mean non-voting units of measurement, credited to a
Non-Employee Director's Stock Unit Account pursuant to Section 6.
Each Stock Unit is deemed to represent one share of Common Stock
solely for purposes of this Plan.
"Trading Day" means any day on which there are sales of Common
Stock reported on the New York Stock Exchange composite tape, or if
the Common Stock is not listed on such exchange, on any other
national securities exchange on which the Common Stock is listed or
the Nasdaq Stock Market.
The "Value" of a share of Common Stock as of any given date
(including the date a Stock Unit Account is credited or the date a
Non-Employee Director ceases to be a Non-Employee Director) means
the average of the highest and lowest sales prices of a share of
Common Stock reported on the New York Stock Exchange Composite
Transactions for such day, or, if shares of Common Stock were not
traded on the New York Stock Exchange on such date, then on the
next preceding date on which such shares were traded, all as
reported by Yahoo! Finance or by such other source as the Committee
may select.
5. ELECTION TO RECEIVE SHARES OR DEFER CASH IN LIEU OF CASH COMPENSATION.
(a) In order to make a Plan Year Deferral Election pursuant to this Section
5, a person who is a Non-Employee Director on the Effective Date and who
does not have a Plan Year Deferral Election Notice in effect under the 1997
Plan or who wishes to change his or her Plan Year Deferral Election for the
next succeeding Plan Year, must deliver to the Administrator, no later than
April 23, 2003, his or her Plan Year Deferral Election Notice.
(b) Except for the Plan Year Deferral Election due by April 23,
2003, as set forth in Section 5(a), and except for persons who first become
Non-Employee Directors on a date other than an Annual Meeting Date (to which
Section 5(c) applies), each Non-Employee Director (and each nominee for a
position on the Board who would, if elected by the Company's shareholders at
the next succeeding Annual Meeting, be a Non-Employee Director) may make a
Plan Year Deferral Election for the next succeeding Plan Year by delivering
to the Administrator, no later than the last business day prior to the
commencement of the next succeeding Plan Year, a Plan Year Deferral Election
Notice.
2003 SOLUTIA INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN, PAGE 6
(c) Except for the Plan Year Deferral Election due by April 23,
2003, as set forth in Section 5(a), each person who becomes a Non-Employee
Director on a date other than the date of an Annual Meeting must deliver his
or her Plan Year Deferral Election Notice within thirty days of the date he
or she first becomes a Non-Employee Director (the "Partial Quarter Notice
Period").
6. ACCOUNTS; CREDIT OF SHARES AND CASH. (a) The Company shall maintain a
Stock Unit Account and a Deferred Cash Account for each Non-Employee
Director. As part of the compensation payable to each Non-Employee Director
for service on the Board, the Stock Unit Account of each Non-Employee
Director shall be credited with Stock Units as set forth in this Section 6
and the Deferred Cash Account of each Non-Employee Director may, at the
Non-Employee Director's election, be credited with cash as set forth in this
Section 6. The Stock Units credited to the Stock Unit Account pursuant to
this Section 6 may represent fractional as well as whole Stock Units.
(b) Except as set forth in Section 6(e), as of the first Trading
Day of each Plan Quarter (or in the case of a Non-Employee Director who
becomes a Non-Employee Director on a date other than on the date of an
Annual Meeting, the first Trading Day in a Plan Quarter on or after the date
on which he or she becomes a Non-Employee Director), the Stock Unit Account
of each Non-Employee Director shall be credited with a number of Stock Units
having a Value equal to 25% of the Stock Unit Amount, multiplied by the
Fraction, if applicable.
(c) Except as set forth in Section 6(e), as of the first Trading
Day of each Plan Quarter (or in the case of a Non-Employee Director who
first becomes a Non-Employee Director on a date other than on the date of an
Annual Meeting, on the first Trading Day following the conclusion of the
Partial Quarter Notice Period), the Stock Unit Account of each Non-Employee
Director who has a Plan Year Deferral Election for Stock Units in effect on
such date shall be credited with (i) a number of Stock Units having a Value
equal to 25% of the Elective Stock Unit Amount, multiplied by the Fraction,
if applicable.
(d) Except as set forth in Section 6(f), as of the first Trading
Day of each Plan Quarter (or in the case of a Non-Employee Director who
first becomes a Non-Employee Director on a date other than on the date of an
Annual Meeting, on the first Trading Day following the conclusion of the
Partial Quarter Notice Period), the Deferred Cash Account of each
Non-Employee Director who has a Plan Year Deferral Election for cash in
effect on such date shall be credited with (i) an amount equal to 25% of the
Elective Cash Amount, multiplied by the Fraction, if applicable.
(e) On May 1, 2003, the Stock Unit Account of each Non-Employee
Director who was a Non-Employee Director on the Effective Date and continued
in office after the Effective
2003 SOLUTIA INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN, PAGE 7
Date shall be credited with a number of Stock Units having a Value equal to
25% of the Stock Unit Amount. On May 1, 2003, the Stock Unit Account of each
Non-Employee Director who was a Non-Employee Director on the Effective Date,
continued in office after the Effective Date, and delivered a Plan Year
Deferral Election for Stock Units by April 23, 2003, shall be credited with
a number of Stock Units having a Value equal to 25% of the Elective Stock
Unit Amount.
(f) On May 1, 2003, the Deferred Cash Account of each
Non-Employee Director who was a Non-Employee Director on the Effective Date,
continued in office after the Effective Date, and delivered a Plan Year
Deferral Election for cash by April 23, 2003, shall be credited with an
amount equal to 25% of the Elective Cash Amount.
(g) Whenever a dividend is paid or other distribution made with
respect to the Common Stock, each Stock Unit Account shall be credited with
a number of Stock Units equal to (i) the number of Stock Units in such
Deferred Stock Account as of the record date for such dividend or other
distribution, multiplied by (ii) the Dividend Equivalent for such dividend
paid or other distribution made.
(h) Each Deferred Cash Account shall accrue interest on the
balance therein at the Interest Rate, such interest to be credited at least
monthly.
7. PAYMENT OF ACCOUNT BALANCES. The Value of the Stock Units in a
Non-Employee Director's Stock Unit Account and the cash balance in a
Non-Employee Director's Deferred Cash Account as of the date the
Non-Employee Director ceases to be a Non-Employee Director for any reason
(the "Delivery Date") shall be payable in cash in accordance with this
Section 7. The Value of the Stock Units and the cash balance shall be paid
as soon as practicable after the Delivery Date but in no case more than
30 days after the Delivery Date. If payment is to be made after the
Non-Employee Director has died or become legally incompetent, payment shall
be made to the Non-Employee Director's estate, legal guardian or beneficiary
designated pursuant to Section 13(a), as the case may be, as soon as
practicable. References to a Non-Employee Director in this Plan shall be
deemed to refer to the Non-Employee Director's estate, legal guardian or
beneficiary designated pursuant to Section 13(a), where appropriate.
8. SHAREHOLDER STATUS. The Non-Employee Director shall have no rights
as a stockholder with respect to the Stock Units credited to his or her
Stock Unit Account. Subject to the provisions of Sections 6 and 11 hereof,
no adjustment shall be made for dividends, ordinary or extraordinary
(whether in cash or securities or property), or other distributions or other
rights in respect of such Shares or Stock Units.
9. NO TRUST OR FUND CREATED. The Plan shall not create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship
between the Company or any of its subsidiaries and a Non-Employee Director
or any other person or entity. To the extent that any
2003 SOLUTIA INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN, PAGE 8
person acquires a right to receive payments from the Company or any of its
affiliates pursuant to the Plan, such right shall be no greater than the
right of any unsecured general creditor of the Company or any of its
subsidiaries.
10. GENERAL RESTRICTIONS.
(a) Notwithstanding any other provision of the Plan, the
Company shall not be required to make any payments under the Plan unless
(i) all requirements under any applicable federal, state, or other law have
been met, and (ii) the consent or approval of any governmental body determined
by the Administrator, in his or her absolute discretion after receiving advice
of counsel, to be necessary or desirable has been obtained.
(b) Nothing contained in the Plan shall prevent the Company
from adopting or continuing other or additional compensation arrangements
for Non-Employee Directors.
(c) No additional deferrals shall be made under the 1997 Plan,
but deferred amounts shall continue to be credited with Dividend Equivalents
and Stock Options (as defined in the 1997 Plan) shall continue to be
granted, in accordance with the 1997 Plan until the earlier of (i) the date
the Board orders otherwise or (ii) the date that insufficient Shares remain
available under the 1997 Plan.
11. CHANGE IN CAPITAL STRUCTURE; CHANGE OF CONTROL. (a) In the event
of any change in corporate capitalization, such as a stock split or a
corporate transaction, such as any merger, consolidation, separation,
including a spin-off, or other distribution of stock or property (without
regard to the payment of any cash dividends by the Company in the ordinary
course) of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section 368 of
the Internal Revenue Code of 1986, as amended) or any partial or complete
liquidation of the Company, the Committee or Board may make such
substitution or adjustments in the number and kind of Stock Units held in
the Deferred Stock Accounts and/or such other equitable substitution or
adjustments as it may determine to be appropriate in its sole discretion.
Each Non-Employee Director shall be notified of any adjustment, and any
adjustment, or failure to adjust, shall be final and binding upon the
Company and the Non-Employee Directors.
(b) If the Stock Units credited to the Deferred Stock Accounts
are converted pursuant to this Section 11 into another form of property,
references in the Plan to the Common Stock shall be deemed, where
appropriate, to refer to such other form of property, with such other
modifications as may be required for the Plan to operate in accordance with
its purposes.
12. ADMINISTRATION; AMENDMENT. (a) The Board shall have the power to
amend or terminate the Plan. The Executive Compensation and Development
Committee or any other
2003 SOLUTIA INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN, PAGE 9
committee of the Board (the "Committee") designated by the Board that will
satisfy Rule 16b-3 of the Exchange Act, including any successor rule
("Rule 16b-3"), shall supervise the Plan. The Plan shall be administered by the
Vice President - Human Resources, or such other person or persons designated
by the Committee (the Administrator"). The Committee shall consist solely of
two or more "non-employee directors" of the Company who shall be appointed
by the Board. A member of the Board shall be deemed to be a "non-employee
director" for the purposes of this Section 12 only if he satisfies such
requirements as the Securities and Exchange Commission may establish for
"non-employee directors" under Rule 16b-3. Members of the Board receive no
additional compensation for their services in connection with the
administration of the Plan.
(b) Any act that the Committee is authorized to perform hereunder
may instead be performed by the Board at its discretion, and to the extent
the Board so acts, references in the Plan to the Committee shall refer to
the Board as so applicable. Anything to the contrary herein notwithstanding,
to the extent that any permitted action taken by the Board conflicts with
action taken by the Committee, the Board action shall control.
(c) The Committee may adopt such rules or guidelines as it deems
appropriate to implement the Plan. All questions of interpretation of the
Plan shall be determined by the Committee and such determination shall be
final and binding upon all persons having an interest in the Plan.
(d) Notwithstanding any other provision of the Plan, no amendment
or termination of the Plan shall adversely affect the interest of any
Non-Employee Director in Options granted to him or her, in Stock Units
previously credited to such Non-Employee Director's Stock Unit Account, or
in cash previously credited to such Non-Employee Director's Deferred Cash
Account without that Non-Employee Director's express written consent.
13. TRANSFERABILITY. (a) In the event of a Non-Employee Director's death,
all of such person's rights with respect to his or her Stock Unit Account
and Deferred Cash Account will transfer to the maximum extent permitted by
law to such person's beneficiary. Each Non-Employee Director may name, from
time to time, any beneficiary or beneficiaries (which may be named
contingently or successively) as his or her beneficiary for receiving
payment of the Value of the Stock Units in the Deferred Stock Account and
the cash from the Deferred Cash Account under this Plan. Each designation
shall be on a form prescribed by the Administrator, will be effective only
when delivered to the Company, and when effective will revoke all prior
designations by the Non-Employee Director. If a Non-Employee Director dies
with no such beneficiary designation in effect, such person's beneficiary
shall be his or her estate and such person's payments will be transferable
by will or pursuant to laws of descent and distribution applicable to such
person.
14. MISCELLANEOUS. Nothing in the Plan shall be deemed to create any
obligation on the
2003 SOLUTIA INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN, PAGE 10
part of the Board to nominate any Non-Employee Director for reelection by
the Company's shareholders or to limit the rights of the shareholders to
remove any director.
15. GOVERNING LAW. The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of
Delaware.
2003 SOLUTIA INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN, PAGE 11