EXHIBIT 99.E
Career Restricted Stock Award Agreement
June 19, 1998
Xx. Xxxxxxx X. Xxxxxxxxx
00000 Xxx Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxxxxx:
On behalf of the Company, we are pleased to inform you
that on February 17, 1998 the Compensation Committee of the
Board of Directors granted you an Award of Restricted Stock,
pursuant to the Company's 1991 Long Term Stock Incentive Plan
(the "Plan"), of thirty five thousand (35,000) shares of the
Company's $1.00 par value Common Stock (the "Restricted
Shares"). This letter and the attached Appendix (the
"Agreement") state the terms of the Award and contain other
provisions which on your acceptance commit the Company and you,
so we urge you to read them carefully. You should also read
the copies of the Plan and related Prospectus which are
available form the Company. We have enclosed copies of these
documents as well as our latest annual report to stockholders
to the extent our records indicate you may not have previously
received them. For purposes of this Agreement, use of the
words "employment" or "employed" shall be deemed to refer to
employment by the Company and its subsidiaries and unless
otherwise stated shall not include employment by an "Affiliate"
(as defined in the Plan) which is not a subsidiary of the
Company unless the Committee so determines at the time such
employment commences.
Certificates for the shares of stock evidencing the
Restricted Shares will not be issued but the shares will be
registered in your name in book entry form promptly after your
acceptance of this Award. You will be entitled to vote and
receive any cash dividends (net of required tax withholding) on
the Restricted Shares, but you will not be able to obtain a
stock certificate or sell, encumber or otherwise transfer the
shares except in accordance with the Plan.
Restrictions on the Restricted Shares shall lapse in the
following manner:
(a) If since the date of the Award you have been
continuously employed until the date of your
retirement on or after age 65, the restrictions as to
one-third of the Restricted Shares then unvested
(rounded down to the nearest whole share) will
automatically lapse on each January 14 following the
date of your retirement from employment, but only if
the effect of this sentence will result in
restrictions lapsing sooner on a larger number of
shares than would otherwise occur under the
provisions of subparagraphs (i), (ii) or (iii) of
paragraph (b) below.
Xx. Xxxxxxx X. Xxxxxxxxx
June 19, 1998
Page 2
(b) Notwithstanding the foregoing, if one or more of the
conditions contained in subparagraphs (i), (ii) or
(iii) below are achieved, restrictions on the
Restricted Shares shall lapse as though such
conditions had been achieved retroactively on or
before January 14, 1999, (1) in installments of 10%
of the Restricted Shares on each of January 14, 1999
and January 14, 2000, and (2) only to the extent
restrictions on additional Restricted Shares are
permitted by such subparagraphs to lapse, 10% of the
Restricted Shares on January 14 of each succeeding
year until January 14, 2008 at which time
restrictions on the final 10% of the Restricted
Shares shall lapse.
(i) If either (A) the Earnings Requirement for 1998
is met, or (B) for 10 trading days at any time
on or before the close of business on
February 17, 1999 during a 90 day period the
shares shall attain a closing price, as
reflected on the New York Stock Exchange
Composite Tape or if not listed on the exchange
upon such other exchange or market on which the
Common Stock is traded, of $25 or more per
share, restrictions on 20% of the Restricted
Shares shall lapse in accordance with the
schedule set forth in the foregoing paragraph
(b).
(ii) If either (A) the Earnings Requirement for 1999
is met, or (B) for 10 trading days at any time
on or before the close of business on
February 17, 2000 during a 90 day period the
shares shall attain a closing price, reflected
as provided in (i) above, of $30 or more per
share, restrictions on 20% of the Restricted
Shares shall lapse in accordance with the
schedule set forth in the foregoing
paragraph (b). If neither of the conditions
stated in subparagraph (i) above are satisfied,
but either the Cumulative Earnings Requirement
for 1998 and 1999 is satisfied, or the condition
stated in clause (B) of the preceding sentence
is satisfied, then restrictions on 40% of the
Restricted Shares rather than 20% shall lapse
under this subparagraph (ii).
(iii) If (A) either the Earnings Requirement for
2000 is met or (B) for 10 trading days at any
time on or before the close of business on
February 17, 2001, during a 90 day period the
shares shall attain a closing price, reflected
as provided in (i) above, of $35 or more per
share, restrictions on 60% of the Restricted
Shares shall lapse in accordance with the
schedule set forth in the foregoing
paragraph (b). If at the time either of the
conditions stated in the preceding sentence is
satisfied restrictions have not lapsed in the
aggregate on 40% of the Restricted Shares under
subparagraphs (i) and (ii) above, and if either
the Cumulative Earnings Requirement for 1998,
1999 and 2000 is satisfied or the condition
stated in clause (B) of the preceding sentence
is satisfied, then restrictions on all
Restricted Shares for which restrictions have
not theretofore lapsed shall
