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EXHIBIT 4.4
THE LTV CORPORATION
MANAGEMENT INCENTIVE PROGRAM
Incentive Stock Option Agreement
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WHEREAS, ____________________ (the "Optionee") is an employee of
The LTV Corporation (the "Corporation") or an Affiliate;
WHEREAS, the grant of an incentive stock option to the Optionee
has been duly authorized by a resolution of the Compensation and Organization
Committee (the "Committee") of the Board of Directors (the "Board") of the
Corporation duly adopted on April 25, 1997 (the "Date of Grant"); and
WHEREAS, the option granted hereunder is intended to be an
"incentive stock option" within the meaning of that term under Section 422 of
the Internal Revenue Code of 1986 (the "Code").
NOW, THEREFORE, pursuant to the Corporation's Management Incentive
Program (the "Program"), the Corporation hereby grants to the Optionee an option
(the "Option") pursuant to this Incentive Stock Option Agreement (the
"Agreement") to purchase ______ shares of the Corporation's common stock, par
value $0.50 per share ("Stock"), at the price of ______ Dollars ($______) per
share (the "Option Price"), and agrees to cause certificates for any shares of
Stock purchased hereunder to be delivered to the Optionee upon full payment of
the Option Price, subject to the applicable terms and conditions of the Program
and this Agreement.
1. EXERCISE OF OPTION. (a) Unless and until terminated as hereinafter
provided, the Option will become exercisable to the extent of one-third of the
Stock hereinabove specified on each of the first 3 anniversaries of the Date of
Grant for so long as the Optionee remains in the continuous employ of the
Corporation or an Affiliate. For the purposes of this Agreement, the continuous
employment of the Optionee with the Corporation or an Affiliate will not be
deemed to have been interrupted, and the Optionee will not be deemed to have
ceased to be an employee of the Corporation or an Affiliate, by reason of (i)
the transfer of his employment among the Corporation and its Affiliates or (ii)
an approved leave of absence. To the extent that the Option will have so become
exercisable, it may be exercised in whole or in part from time to time.
(b) Notwithstanding the provisions of Subsection (a) of this
Section, the Option will become immediately exercisable in full upon the
occurrence of a change in control of the Corporation. For purposes of this
Agreement, the term "change in control" will have the meaning given such term
under The LTV Corporation Supplemental Management Retirement Plan as in effect
on the Date of Grant.
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2. PAYMENT OF OPTION PRICE. The Option Price is payable (a) in cash or by
certified or cashier's check or other cash equivalent acceptable to the
Corporation payable to the order of the Corporation, (b) by Stock (including by
attestation) owned by the Optionee for (i) more than one year prior to the date
of exercise and for more than 2 years from the date on which the option was
granted, if they were originally acquired by the Optionee pursuant to the
exercise of an incentive stock option, or (ii) more than 6 months prior to the
date of exercise, if they were originally acquired by the Optionee other than
pursuant to the exercise of an incentive stock option, or (c) by a combination
of Stock and cash or certified or cashier's check. The requirement of payment in
cash will be deemed satisfied if the Optionee has made arrangements satisfactory
to the Corporation with a bank or broker that is a member of the National
Association of Securities Dealers, Inc. to sell on the date of exercise a
sufficient number of shares of Stock being purchased so that the net proceeds of
the sale transaction will at least equal the aggregate Option Price and pursuant
to which the bank or broker undertakes to deliver the aggregate Option Price to
the Corporation not later than the date on which the sale transaction will
settle in the ordinary course of business.
3. TERM OF OPTION. The Option will terminate on the earliest of the
following dates:
(a) Three months after the Optionee ceases to be an employee of
the Corporation or an Affiliate for any reason other than Retirement, death or
Disability;
(b) Five years after the Retirement, death or Disability of the
Optionee, if the Optionee retires, dies or becomes disabled while an employee of
the Corporation or an Affiliate;
(c) Ten years from the Date of Grant.
In the event that the Optionee's employment with the Corporation and its
Affiliates is terminated for Cause, the Option will terminate as of the time of
such termination, notwithstanding any other provision of this Agreement.
4. TRANSFERABILITY. The Option may not be transferred except by will or
the laws of descent and distribution and may not be exercised during the
lifetime of the Optionee except by the Optionee or the Optionee's guardian or
legal representative acting on behalf of the Optionee in a fiduciary capacity
under state law and court supervision.
5. COMPLIANCE WITH LAW. The Corporation will make reasonable efforts to
comply with all applicable federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Corporation will not
be obligated to issue any Stock pursuant to this Agreement if the issuance
thereof would result in a violation of any such law.
6. ADJUSTMENTS. The Committee will make any adjustments in the Option
Price and in the number and kind of shares of stock or other securities covered
by this Agreement that the Committee may determine to be equitably required to
prevent dilution or enlargement
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of the Optionee's rights under this Agreement that would result from any (a)
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Corporation, (b) merger, consolidation,
spin-off, spin-out, split-off, split-up, reorganization, partial or complete
liquidation or other distribution of assets, issuance of rights or warrants to
purchase securities or (c) other corporate transaction or event having an effect
similar to any of the foregoing; provided, however, that no adjustment may be
made without the prior written consent of the Optionee if the adjustment would
constitute a "modification" within the meaning of Section 424(h) of the Code.
Furthermore, in the event that any transaction or event described or referred to
in the immediately preceding sentence will occur, the Committee may provide in
substitution for any or all of the Optionee's rights under this Agreement such
alternative consideration as it may in good faith determine to be equitable
under the circumstances and may require in connection therewith the surrender of
all grants so replaced.
7. WITHHOLDING. To the extent that the Corporation is required to
withhold federal, state, local or foreign taxes in connection with Stock
obtained upon the exercise of the Option, and the amounts available to the
Corporation for such withholding are insufficient, it will be a condition to the
receipt of such Stock that the Optionee make arrangements satisfactory to the
Corporation for payment of the balance of such taxes required to be withheld. If
necessary, the Committee may require relinquishment of a portion of such Stock.
8. EMPLOYMENT RIGHTS. The Program and this Agreement will not confer upon
the Optionee any right with respect to the continuance of employment or other
service with the Corporation or any Affiliate and will not interfere in any way
with any right that the Corporation or any Affiliate would otherwise have to
terminate any employment or other service of the Optionee at any time.
9. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Optionee under this Agreement will not be taken into account in determining any
benefits to which the Optionee may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained by the Corporation
or an Affiliate and will not effect the amount of any life insurance coverage
available to any beneficiary under any life insurance plan covering employees of
the Corporation or any Affiliate.
10. NOTICES. Any notice necessary under this Agreement will be addressed
to the Corporation or the Committee at the principal executive office of the
Corporation and to the Optionee at the address appearing in the personnel
records of the Corporation for such Optionee, or to either party at such other
address as either party may designate in writing to the other. Any such notice
will be deemed effective upon receipt thereof by the addressee.
11. AGREEMENT SUBJECT TO THE PROGRAM; DEFINITIONS. The Option Rights
granted under this Agreement and all of the terms and conditions hereof are
subject to all of the terms and conditions of the Program, including, without
limitation, the provisions of Section 3.12 of the Program regarding certain
forfeitures. In the event of any inconsistency between this
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Agreement and the Program, the terms of the Program will govern. All terms used
herein with initial capital letters have the meanings assigned to them in the
Program or in this Agreement.
12. AMENDMENTS. Any amendment to the Program will be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment will adversely affect the rights of
the Optionee under this Agreement without the Optionee's consent.
13. SEVERABILITY. In the event that one or more of the provisions of this
Agreement is invalidated for any reason by a court of competent jurisdiction,
any provision so invalidated will be deemed to be separable from the other
provisions hereof, and the remaining provisions hereof will continue to be valid
and fully enforceable.
14. GOVERNING LAW. This Agreement will be construed and governed in
accordance with the laws of the State of Delaware.
This Agreement is executed as of the Date of Grant.
THE LTV CORPORATION
By:
----------------------------
Title:
The undersigned Optionee hereby acknowledges receipt of an
executed original of this Incentive Stock Option Agreement and accepts the
Option subject to the applicable terms and conditions of the Program and the
terms and conditions hereinabove set forth.
-------------------------------
Optionee
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THE LTV CORPORATION
MANAGEMENT INCENTIVE PROGRAM
Nonqualified Stock Option Agreement
-----------------------------------
WHEREAS, ______________ (the "Optionee") is an employee of The LTV
Corporation (the "Corporation") or an Affiliate;
WHEREAS, the grant of a stock option to the Optionee has been duly
authorized by a resolution of the Compensation and Organization Committee (the
"Committee") of the Board of Directors (the "Board") of the Corporation duly
adopted on April 25, 1997 (the "Date of Grant"); and
WHEREAS, the option granted hereunder is intended to be a
nonqualified stock option and will not be treated as an "incentive stock option"
within the meaning of that term under Section 422 of the Internal Revenue Code
of 1986 (the "Code").
NOW, THEREFORE, pursuant to the Corporation's Management Incentive
Program (the "Program"), the Corporation hereby grants to the Optionee an option
(the "Option") pursuant to this Nonqualified Stock Option Agreement (the
"Agreement") to purchase ______ shares of the Corporation's common stock, par
value $0.50 per share ("Stock"), at the price of ______ Dollars ($______) per
share (the "Option Price"), and agrees to cause certificates for any shares of
Stock purchased hereunder to be delivered to the Optionee upon full payment of
the Option Price, subject to the applicable terms and conditions of the Program
and this Agreement.
1. EXERCISE OF OPTION. (a) Unless and until terminated as hereinafter
provided, the Option will become exercisable to the extent of one-third of the
Stock hereinabove specified on each of the first 3 anniversaries of the Date of
Grant for so long as the Optionee remains in the continuous employ of the
Corporation or an Affiliate. For the purposes of this Agreement, the continuous
employment of the Optionee with the Corporation or an Affiliate will not be
deemed to have been interrupted, and the Optionee will not be deemed to have
ceased to be an employee of the Corporation or an Affiliate, by reason of (i)
the transfer of his employment among the Corporation and its Affiliates or (ii)
an approved leave of absence. To the extent that the Option will have so become
exercisable, it may be exercised in whole or in part from time to time.
(b) Notwithstanding the provisions of Subsection (a) of this
Section, the Option will become immediately exercisable in full upon the
occurrence of a change in control of the Corporation. For purposes of this
Agreement, the term "change in control" will have the meaning given such term
under The LTV Corporation Supplemental Management Retirement Plan as in effect
on the Date of Grant.
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2. PAYMENT OF OPTION PRICE. The Option Price is payable (a) in cash or by
certified or cashier's check or other cash equivalent acceptable to the
Corporation payable to the order of the Corporation, (b) by Stock (including by
attestation) owned by the Optionee for (i) more than one year prior to the date
of exercise and for more than 2 years from the date on which the option was
granted, if they were originally acquired by the Optionee pursuant to the
exercise of an incentive stock option, or (ii) more than 6 months prior to the
date of exercise, if they were originally acquired by the Optionee other than
pursuant to the exercise of an incentive stock option, or (c) by a combination
of Stock and cash or certified or cashier's check. The requirement of payment in
cash will be deemed satisfied if the Optionee has made arrangements satisfactory
to the Corporation with a bank or broker that is a member of the National
Association of Securities Dealers, Inc. to sell on the date of exercise a
sufficient number of shares of Stock being purchased so that the net proceeds of
the sale transaction will at least equal the aggregate Option Price and pursuant
to which the bank or broker undertakes to deliver the aggregate Option Price to
the Corporation not later than the date on which the sale transaction will
settle in the ordinary course of business.
3. TERM OF OPTION. The Option will terminate on the earliest of the
following dates:
(a) Three months after the Optionee ceases to be an employee of
the Corporation or an Affiliate for any reason other than Retirement, death or
Disability;
(b) Five years after the Retirement, death or Disability of the
Optionee, if the Optionee retires, dies or becomes disabled while an employee of
the Corporation or an Affiliate;
(c) Ten years from the Date of Grant.
In the event that the Optionee's employment with the Corporation and its
Affiliates is terminated for Cause, the Option will terminate as of the time of
such termination, notwithstanding any other provision of this Agreement.
4. TRANSFERABILITY. (a) The Option may not be transferred except by will
or the laws of descent and distribution and may not be exercised during the
lifetime of the Optionee except by the Optionee or the Optionee's guardian or
legal representative acting on behalf of the Optionee in a fiduciary capacity
under state law and court supervision.
(b) Notwithstanding the Subsection (a) of this Section, all or a
portion of the Options may be transferred to (i) the spouse, children or
grandchildren of the Optionee ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediate Family Members, or (iii) a
partnership in which such Immediate Family Members are the only partners;
provided that (A) the agreement pursuant to which such Options are transferred
must be approved by the Committee, and must expressly provide for
transferability in a manner consistent with Subsection (a) of this Section, and
(B) subsequent transfers of transferred Options shall be prohibited except those
in accordance with Subsection (a) of this Section. Following transfer, any such
Options shall
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continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that the term "Optionee" shall be deemed
to refer to the transferee. The events of termination of employment of Sections
1 and 3 shall continue to be applied with respect to the original Optionee,
following which the Options shall be exercisable by the transferee only to the
extent, and for the period specified in this Agreement.
5. COMPLIANCE WITH LAW. The Corporation will make reasonable efforts to
comply with all applicable federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Corporation will not
be obligated to issue any Stock pursuant to this Agreement if the issuance
thereof would result in a violation of any such law.
6. ADJUSTMENTS. The Committee will make any adjustments in the Option
Price and in the number and kind of shares of stock or other securities covered
by this Agreement that the Committee may determine to be equitably required to
prevent dilution or enlargement of the Optionee's rights under this Agreement
that would result from any (a) stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Corporation, (b) merger, consolidation, spin-off, spin-out, split-off, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities or (c) other corporate
transaction or event having an effect similar to any of the foregoing.
Furthermore, in the event that any transaction or event described or referred to
in the immediately preceding sentence will occur, the Committee may provide in
substitution for any or all of the Optionee's rights under this Agreement such
alternative consideration as it may in good faith determine to be equitable
under the circumstances and may require in connection therewith the surrender of
all grants so replaced.
7. WITHHOLDING. To the extent that the Corporation is required to
withhold federal, state, local or foreign taxes in connection with Stock
obtained upon the exercise of the Option, and the amounts available to the
Corporation for such withholding are insufficient, it will be a condition to the
receipt of such Stock that the Optionee make arrangements satisfactory to the
Corporation for payment of the balance of such taxes required to be withheld. If
necessary, the Committee may require relinquishment of a portion of such Stock.
8. EMPLOYMENT RIGHTS. The Program and this Agreement will not confer upon
the Optionee any right with respect to the continuance of employment or other
service with the Corporation or any Affiliate and will not interfere in any way
with any right that the Corporation or any Affiliate would otherwise have to
terminate any employment or other service of the Optionee at any time.
9. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Optionee under this Agreement will not be taken into account in determining any
benefits to which the Optionee may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained by the Corporation
or an Affiliate and will not effect the
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amount of any life insurance coverage available to any beneficiary under any
life insurance plan covering employees of the Corporation or any Affiliate.
10. NOTICES. Any notice necessary under this Agreement will be addressed
to the Corporation or the Committee at the principal executive office of the
Corporation and to the Optionee at the address appearing in the personnel
records of the Corporation for such Optionee, or to either party at such other
address as either party may designate in writing to the other. Any such notice
will be deemed effective upon receipt thereof by the addressee.
11. AGREEMENT SUBJECT TO THE PROGRAM; DEFINITIONS. The Option Rights
granted under this Agreement and all of the terms and conditions hereof are
subject to all of the terms and conditions of the Program, including, without
limitation, the provisions of Section 3.12 of the Program regarding certain
forfeitures. In the event of any inconsistency between this Agreement and the
Program, the terms of the Program will govern. All terms used herein with
initial capital letters have the meanings assigned to them in the Program or in
this Agreement.
12. AMENDMENTS. Any amendment to the Program will be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment will adversely affect the rights of
the Optionee under this Agreement without the Optionee's consent.
13. SEVERABILITY. In the event that one or more of the provisions of this
Agreement is invalidated for any reason by a court of competent jurisdiction,
any provision so invalidated will be deemed to be separable from the other
provisions hereof, and the remaining provisions hereof will continue to be valid
and fully enforceable.
14. GOVERNING LAW. This Agreement will be construed and governed in
accordance with the laws of the State of Delaware.
This Agreement is executed as of the Date of Grant.
THE LTV CORPORATION
By:
------------------------------
The undersigned Optionee hereby acknowledges receipt of an
executed original of this Nonqualified Stock Option Agreement and accepts the
Option subject to the applicable terms and conditions of the Program and the
terms and conditions hereinabove set forth.
-----------------------------------
Optionee
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THE LTV CORPORATION
MANAGEMENT INCENTIVE PROGRAM
Restricted Stock Agreement
for Matching Shares Under the
Management Stock Acquisition Program
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WHEREAS, ______________ (the "Grantee") is an employee of The
LTV Corporation (the "Corporation") or an Affiliate; and
WHEREAS, the execution of a restricted stock agreement in the
form hereof (the "Agreement") has been authorized by a resolution of the
Compensation and Organization Committee (the "Committee") of the Board of
Directors (the "Board") of the Corporation duly adopted on April 25, 1997;
NOW, THEREFORE, pursuant to the Corporation's Management
Incentive Program (the "Program"), the Corporation grants, as of
_________________, 199_ (the "Date of Grant"), to the Grantee shares of the
Corporation's common stock, par value $0.50 per share (the "Stock"), subject to
the terms and conditions of the Program and the following terms, conditions,
limitations and restrictions:
1. ISSUANCE OF STOCK. The Stock covered by this Agreement shall be fully
paid and nonassessable and shall be represented by a certificate(s) registered
in the name of the Grantee and bearing a legend referring to the restrictions
hereinafter set forth.
2. RESTRICTIONS ON TRANSFER OF STOCK. The Stock subject to this
Agreement may not be transferred, sold, pledged, exchanged, assigned or
otherwise encumbered or disposed of by the Grantee, except to the Corporation,
until it has become vested in accordance with Section 3; provided, however, that
the Grantee's interest in the Stock covered by this Agreement may be transferred
at any time by will or the laws of descent and distribution. Any purported
transfer, encumbrance or other disposition of the Stock covered by this
Agreement that is in violation of this Section will be null and void, and the
other party to any such purported transaction will not obtain any rights to or
interest in the Stock covered by this Agreement. When and as permitted by the
Program, the Corporation may waive the restrictions set forth in this Section
with respect to all or any portion of the Stock covered by this Agreement.
3. VESTING OF STOCK. (a) The Stock covered by this Agreement will become
nonforfeitable, provided that:
(i) The Grantee remains in the continuous employ of the
Corporation or an Affiliate until the third anniversary of the
Date of Grant; and
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(ii) The Grantee, until such third anniversary, retains
ownership of the shares of Stock, evidenced by ______ and, in
addition, retains ownership of not less than ______ other shares
of Stock.
For the purposes of this Agreement, the continuous employment of the Grantee
with the Corporation or an Affiliate shall not be deemed to have been
interrupted, and the Grantee will not be deemed to have ceased to be an employee
of the Corporation or an Affiliate, by reason of (A) the transfer of his
employment among the Corporation and its Affiliates or (B) an approved leave of
absence.
(b) Notwithstanding the provisions of Subsection (a) of this
Section, the Stock covered by this Agreement will become nonforfeitable in the
event of the Grantee's Retirement, provided that he retains ownership of the
shares of Stock evidenced by _____________ until the third anniversary of the
Date of Grant.
(c) Notwithstanding the provisions of Subsection (a) of this
Section, all of the Stock covered by this Agreement will become immediately
nonforfeitable in the event of the Grantee's death or Disability, or upon the
occurrence of a change in control of the Corporation that shall occur while the
Grantee is an employee of the Corporation or an Affiliate. For the purposes of
this Agreement, the term "change in control" will have the meaning given such
term under The LTV Corporation Supplemental Management Retirement Plan as in
effect on the Date of Grant.
4. FORFEITURE OF STOCK. (a) Any of the Stock covered by this Agreement
that has not become vested in accordance with Section 3 will be forfeited unless
the Committee determines to provide otherwise. In the event of a forfeiture, the
certificates representing all of the Stock covered by this Agreement that has
not become vested in accordance with Section 3 shall be cancelled.
(b) Notwithstanding the provisions of Subsection (a) of this
Section, the Committee may, in its sole discretion, require that, to the extent
the value of any of the Stock covered by this Agreement may not be deducted by
the Corporation, such Stock will be forfeited. Such forfeiture may be credited
to the Participant's Deferred Shares Account under the Corporation's Management
Stock Acquisition Program ("MSAP") as Deferred Shares (as such term is defined
in the MSAP) and, if so credited, will thereafter be subject to the terms and
conditions of the MSAP.
5. DIVIDEND, VOTING AND OTHER RIGHTS. The Grantee will have all of the
rights of a shareholder with respect to the Stock covered by this Agreement,
including the right to vote the Stock and receive any dividends that may be paid
thereon. Any additional Stock that the Grantee may become entitled to receive
pursuant to a share dividend or a merger or reorganization in which the
Corporation is the surviving corporation or any other change in the capital
structure of the Corporation will be subject to the same restrictions as the
Stock covered by this Agreement.
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6. RETENTION OF SHARE CERTIFICATE(S) BY CORPORATION. The certificate(s)
representing the Stock covered by this Agreement will be held in custody by the
Corporation, together with a stock power endorsed in blank by the Grantee with
respect thereto, until those shares have become vested in accordance with
Section 3.
7. COMPLIANCE WITH LAW. The Corporation will make reasonable efforts to
comply with all applicable federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Corporation will not
be obligated to issue any restricted or unrestricted Stock pursuant to this
Agreement if the issuance thereof would result in a violation of any such law.
8. ADJUSTMENTS. The Committee will make any adjustments in the number or
kind of shares of stock or other securities covered by this Agreement that the
Committee may determine to be equitably required to prevent any dilution or
enlargement of the Grantee's rights under this Agreement that would result from
any (a) stock dividend, stock split, combination of shares, recapitalization or
other change in the capital structure of the Corporation, (b) merger,
consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial
or complete liquidation or other distribution of assets, issuance of rights or
warrants to purchase securities or (c) other corporate transaction or event
having an effect similar to any of the foregoing. Furthermore, in the event that
any transaction or event described or referred to in the immediately preceding
sentence will occur, the Committee may provide in substitution for any or all of
the Grantee's rights under this Agreement such alternative consideration as it
may in good faith determine to be equitable under the circumstances and may
require in connection therewith the surrender of all grants so replaced.
9. WITHHOLDING. To the extent that the Corporation is required to
withhold federal, state, local or foreign taxes in connection with any issuance
of restricted or unrestricted Stock or other securities pursuant to this
Agreement, and the amounts available to the Corporation for such withholding are
insufficient, it will be a condition to the receipt of such Stock that the
Grantee make arrangements satisfactory to the Corporation for payment of the
balance of such taxes required to be withheld. If necessary, the Committee may
require relinquishment of a portion of such Stock.
10. EMPLOYMENT RIGHTS. The Program and this Agreement will not confer
upon the Grantee any right with respect to the continuance of employment or
other service with the Corporation or any Affiliate and will not interfere in
any way with any right that the Corporation or any Affiliate would otherwise
have to terminate any employment or other service of the Optionee at any time.
11. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Grantee under this Agreement will not be taken into account in determining any
benefits to which the Grantee may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained by the Corporation
or an Affiliate and shall not affect the amount of any life insurance coverage
available to any beneficiary under any life insurance plan covering employees of
the Corporation or an Affiliate.
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12. AGREEMENT SUBJECT TO THE PROGRAM; DEFINITIONS. The Stock granted
under this Agreement and all of the terms and conditions hereof are subject to
all of the terms and conditions of the Program, including, without limitation,
the provision of Section 3.12 of the Program regarding certain forfeitures. In
the event of any inconsistency between this Agreement and the Program, the terms
of the Program will govern. All terms used herein with initial capital letters
have the meanings assigned to them in the Program or in this Agreement.
13. AMENDMENTS. Any amendment to the Program will be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment will adversely affect the rights of
the Grantee under this Agreement without the Grantee's consent.
14. SEVERABILITY. In the event that one or more of the provisions of
this Agreement is invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from
the other provisions hereof, and the remaining provisions hereof will continue
to be valid and fully enforceable.
15. GOVERNING LAW. This Agreement will be construed and governed in
accordance with the laws of the State of Delaware.
This Agreement is executed as of the Date of Grant.
THE LTV CORPORATION
By:
-------------------------
The undersigned Grantee hereby acknowledges receipt of an
executed original of this Restricted Stock Agreement and accepts the right to
receive the Stock subject to the terms and conditions of the Program and the
terms and conditions hereinabove set forth.
----------------------------
Grantee
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THE LTV CORPORATION
MIP RESTRICTED STOCK AGREEMENT
This MIP Restricted Stock Agreement is entered into as of
_______________ __, 19__ by and between _________________ (the "Grantee") and
the LTV Corporation, a Delaware corporation (the "Company"). Capitalized terms
not defined in this Agreement shall have the meanings specified in The LTV
Corporation Management Incentive Program (the "Program").
WHEREAS, the Grantee is an employee of the Company;
WHEREAS, the Committee has heretofore awarded _______ shares of
Restricted Stock to the Grantee; and
WHEREAS, the execution and delivery of this Agreement in the form
hereof has been authorized by the Committee pursuant to Article III of the
Program;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Grantee and the Company hereby agree as follows:
I. ACCEPTANCE OF AWARD
The Grantee hereby accepts the award of _______________ shares of Restricted
Stock heretofore made by the Company subject to the restrictions set forth in
this Agreement. The Restricted Stock represented by such award shall be fully
paid and nonassessable and shall be represented by a certificate or certificates
registered in the Grantee's name, endorsed with an appropriate legend referring
to the restrictions hereinafter set forth. Except as otherwise provided in this
Agreement, the Grantee shall have all the rights of a stockholder with respect
to such shares, including the right to vote the shares and to receive all cash
dividends paid thereon, provided that such shares, together with any additional
shares which the Grantee may become entitled to receive by virtue of a stock
dividend, a merger or a reorganization in which the Company is the surviving
company, or any other change in capital structure, shall be subject to the
restrictions hereinafter set forth.
II. NONFORFEITABILITY, LAPSE OF RESTRICTIONS
The Grantee's right to receive the Restricted Stock covered by this Agreement
shall be nonforfeitable and all restrictions with respect to such Restricted
Stock described in Article III below shall lapse on the earliest of the
following dates:
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A. ______________ __, ____, provided that the Grantee remains in
the continuous employ of the Company or an Affiliate until such date and retains
ownership of the shares of Stock granted pursuant to Article I hereof and, in
addition, retains ownership of not less than ___________ other shares of Stock;
B. One year following the Grantee's Retirement, provided that the
Grantee retains ownership of the shares of Stock granted pursuant to Article I
hereof and, in addition, retains ownership of not less than ___________ other
shares of Stock;
C. The date of occurrence of any of the events described in
Paragraphs (a), (b), (c) or (d) of Section 4.6 of the Program;
D. The date of the Grantee's discharge from employment for reasons
other than Cause;
E. The date of the Grantee's death; or
F. The date that the Committee, in its discretion, determines the
restrictions on the Stock subject to this Agreement should lapse because the
Grantee has suffered a Disability which is expected to be permanent.
For purposes of this Agreement, the continuous employment of the Grantee with
the Company or an Affiliate will not be deemed to have been interrupted, and the
Grantee will not be deemed to have ceased to be an employee of the Company or an
Affiliate by reason of (i) the transfer of his employment among the Company and
its Affiliates or (ii) an approved leave of absence.
III. FORFEITURE, RESTRICTIONS
The Grantee's right to the Common Stock granted under this Agreement shall be
forfeited immediately, and the Company will have no further obligation hereunder
to the Grantee, if the Grantee voluntarily terminates employment with the
Company or is discharged from employment for Cause prior to a lapse of
restrictions as provided in Article II.
IV. PAYMENT OF AWARDS
The Grantee understands that the certificate for his grant of Restricted Stock,
until the restrictions lapse and such Stock becomes nonforfeitable under Article
II hereof, will bear a legend referring to this Agreement, to the restrictions
contained herein, and to any other restrictions as the Committee may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which shares of Common Stock
are then listed, and any applicable Federal or state securities law. The Grantee
further understands that the Company may elect to retain such certificate in
escrow, together with an accompanying stock power signed by the Grantee and
endorsed in blank, in its possession as a means of enforcing such
2
15
restrictions. Upon the lapse of such restrictions and the possibility of
forfeiture with respect to the grant of Restricted Stock covered by this
Agreement, the Company will deliver to the Grantee a new certificate for shares
of Stock, subject to reduction in the amount of such shares under Article VI
hereof.
V. TRANSFERABILITY
Until the possibility of forfeiture with respect to any share of Restricted
Stock covered by this Agreement lapses, such shares shall be non-transferable.
Any attempt to make, any sale, assignment, transfer, or pledge of any share of
Restricted Stock prior to the date on which the possibility of forfeiture with
respect to such share lapses shall be void and of no effect.
VI. WITHHOLDING UPON NONFORFEITABILITY
Upon the lapse of any possibility of forfeiture with respect to the grant of
Restricted Stock covered by this Agreement, the Grantee authorizes the Company
to withhold income tax, to the extent required by law, from amounts otherwise
payable to the Grantee or from the shares of Stock which become nonforfeitable.
VII. RIGHTS TO CONTINUED EMPLOYMENT
The grant of Restricted Stock made under the Program in this Agreement shall not
confer upon the Grantee any rights to continue serving as an employee of the
Company, and this Agreement shall not be construed in any way to limit the
Company's right to terminate or change the terms of the Grantee's employment.
VIII. SEVERABILITY
In the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision
so invalidated shall be deemed to be separable from the other provisions hereof,
and the remaining provisions shall continue to be valid and fully enforceable.
IX. GOVERNING LAW
This Agreement is made under, and shall be construed in accordance with, the
laws of the State of Ohio.
X. HEADINGS
The headings contained in this Agreement are for convenience only and shall not
affect the meaning or interpretation of this Agreement.
3
16
XI. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, and all of which together shall be deemed to
be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
THE LTV CORPORATION
By:
-----------------------------
Title:
--------------------------------
Grantee
4
17
THE LTV CORPORATION
MANAGEMENT INCENTIVE PROGRAM
Performance Shares Agreement
----------------------------
WHEREAS, ______________________________ ("Participant") is an employee of
The LTV Corporation (the "Corporation") or an Affiliate; and
WHEREAS, the execution of a performance shares agreement in the form
hereof (the "Agreement") has been authorized by a resolution of the Compensation
and Organization Committee (the "Committee") of the Board of Directors (the
"Board") of the Corporation duly adopted on April 25, 1997 (the "Date of
Grant");
NOW, THEREFORE, in consideration of the premises, and pursuant to the
Corporation's Management Incentive Program (the "Program"), the Corporation and
the Participant agree as follows:
1. DEFINITIONS. All terms used herein with initial capital letters will
have the meanings assigned to them in the WHEREAS clauses and the Program and
the following additional terms, when used herein with initial capital letters,
will have the following meanings:
(a) "Change in Control" has the meaning given such term under The LTV
Corporation Supplemental Management Retirement Plan as in effect on the Date of
Grant.
(b) "Covered Employee" means a Participant named in the proxy
statement summary compensation table of the Corporation for the year of such
statement, or who is determined by the Committee likely to become a "covered
employee" within the meaning of Section 162(m) of the Code.
(c) "Participant Performance Goals" means the Performance Goals
applicable to the Participant under this Agreement, as more particularly set
forth in Section 4.
(d) "Peer Group" means the companies listed on the attached Exhibit A.
(e) "Peer Group Stock" means the common stock of the Peer Group.
(f) "Performance Period" means the period commencing January 26, 1997
and ending January 31, 2001.
(g) "Performance Shares Earned" means the number of shares of Stock of
the Corporation (or cash equivalent) earned by a Participant following the
conclusion of the Performance Period in which the Participant Performance Goals
were met or exceeded.
18
(h) "Total Shareholder Return" means the appreciation in the price of
the Stock and each Peer Group Stock, calculated as a percentage of the price at
the beginning of the Performance Period, assuming immediate reinvestment of all
dividends, whether in the form of cash or property, at the closing price of such
Stock on the dividend payment date. The price of Stock and each Peer Group Stock
will be determined at the beginning of the Performance Period by averaging the
closing price of each such Stock on the first 10 trading days of the Performance
Period and will be determined at the end of the Performance Period by averaging
the closing price of each such Stock on the last 10 trading days of the
Performance Period.
2. GRANT OF PERFORMANCE SHARES. Pursuant to the Program, the Corporation
hereby grants to the Participant _______________ Performance Shares, under
Section 3.6 of the Program, with dividend equivalents, effective as of the Date
of Grant.
3. ISSUANCE OF PERFORMANCE SHARES. The Performance Shares covered by this
Agreement will only result in the transfer of Stock (or cash or a combination of
Stock and cash, as determined by the Committee in its sole discretion), after
the completion of the Performance Period and only if such Performance Shares are
earned as provided in Section 5.
4. PARTICIPANT PERFORMANCE GOALS. The Participant's Performance Goals are
based on the comparative Total Shareholder Returns for the Performance Period of
the Corporation and each member of the Peer Group. If any member of the Peer
Group ceases to exist during the Performance Period it will be deemed to rank
last.
5. PERFORMANCE SHARES EARNED. Payout of Performance Shares Earned, if any,
will be based upon the degree of achievement of the Participant Performance
Goals, described in Section 4, as provided on the attached Exhibit B. In the
event the Total Shareholder Return of the Corporation is negative, Performance
Shares Earned will be reduced by two-thirds. Notwithstanding any other provision
of this Agreement or the Program, in the event changes occur to any company in
the Peer Group prior to the end of the Performance Period, including changes
resulting from mergers, acquisitions, divestitures or other similar
transactions, the Committee, may in its sole discretion, reduce the number of
Performance Shares Earned and/or the percentage level of achievement of the
Performance Goals.
6. CALCULATION OF PAYOUT. (a) The Performance Shares granted will become
Performance Shares Earned based on the degree of achievement of the Performance
Goals established for the Performance Period. Once the degree of achievement of
Participant Performance Goals is determined, the percentage level of achievement
will be multiplied by the number of Performance Shares granted to determine the
actual number of Performance Shares Earned. The calculation as to whether the
Participant Performance Goals have been met or exceeded will be determined in
accordance with this Agreement.
2
19
(b) Performance Shares will be credited as of the end of each calendar
quarter with additional grants of Performance Shares equal in value to the
amount of dividends, whether in the form of cash or property, paid by the
Corporation during such calendar quarter on that number of shares of Stock
equivalent to the number of Performance Shares granted as of any dividend
payment date during such calendar quarter. The dividend equivalents will be
calculated by dividing the dollar value of such dividend equivalents by the Fair
Market Value (determined only under clause (i) of such definition) on the last
day of the calendar quarter next following the dividend payment date. Until the
Participant or his beneficiary receives his Performance Shares Earned, the
Performance Shares will be credited with dividend equivalents as provided in
this Subsection.
7. PAYMENT OF PERFORMANCE SHARES. (a) Payment of Performance Shares Earned
will be made in the form of Stock (and cash for any fractional share of Stock),
unless determined otherwise by the Committee, and will be paid as soon as
practicable after the end of the Performance Period and after the determination
by the Committee of the level of attainment of the Participant Performance
Goals, which will be evidenced in writing and certified by the Committee.
(b) Notwithstanding Subsection (a) of this Section, the Committee may,
in its sole discretion, require the deferral of receipt of all or a portion of
Performance Shares Earned so as to assure the Corporation will not be prevented
from deducting the value of the Performance Shares Earned by the Participant.
Such deferral may be credited to the Participant's Deferred Shares Account under
the Corporation's Management Stock Acquisition Program ("MSAP") as Deferred
Shares (as such term is defined in the MSAP) and, if so credited, will
thereafter be subject to the terms and conditions of the MSAP. Any payment of
Performance Shares Earned on behalf of a deceased Participant will be paid to
the beneficiary designated by the Participant on the Designation of Death
Beneficiary attached as Exhibit C and filed with the Committee. If no such
beneficiary has been designated or survives the Participant, payment will be
made to the estate of the Participant. A beneficiary designation may be changed
or revoked by the Participant at any time, provided the change or revocation is
filed with the Committee.
(c) Prior to payment, the Corporation will only have an unfunded and
unsecured obligation to make payment of Performance Shares Earned to the
Participant. No person has any right to commute, encumber, pledge or dispose of
any interest herein or right to receive payments under the Program or this
Agreement, nor are such interests or payments subject to seizure, attachment or
garnishment for the payments of any debts, judgments, alimony or separate
maintenance obligations or transferable by operation of law in the event of
bankruptcy, insolvency or otherwise, all payments and rights hereunder being
expressly declared to be nonassignable and nontransferable.
8. TERMINATION OF EMPLOYMENT DURING PERFORMANCE PERIOD. (a) In the event
the Participant's employment with the Corporation and its Affiliates is
voluntarily terminated on or after attaining age 62 or as a result of his death,
Disability or involuntary termination during the Performance Period and the
Performance Goals for such Performance Period
3
20
are, at least to the minimum required level, achieved at the end of the
Performance Period, the Participant or, in the case of his death, his
beneficiary designated pursuant to Section 7(b), will receive a payment of the
full amount of the Performance Shares Earned for such Performance Period in
accordance with Section 7. The Committee may in its sole discretion decrease the
number of Performance Shares Earned under this Subsection.
(b) In the event the Participant's employment with the Corporation and
its Affiliates is voluntarily terminated before attaining age 62 (other than for
Disability) or is involuntarily terminated for Cause during the Performance
Period, the Participant will forfeit all rights to any Performance Shares that
would have been earned for the Performance Period.
9. CHANGE IN CONTROL. In the event a Change in Control occurs before
completion of the Performance Period, the Performance Shares granted to the
Participant will immediately become Performance Shares Earned, the value of
which will be paid in Stock within 10 days of the Change in Control; any
fractional share of Stock will be forfeited. The number of Performance Shares
Earned under this Section will be equal to the greater of (a) 100% of the
Performance Shares granted to the Participant and (b) the number of Performance
Shares Earned in accordance with Section 5, as if the Performance Period ended
on the date of the Change in Control.
10. COMMITTEE DISCRETION. In addition to any other power granted under this
Agreement, the Committee may, in its sole discretion and notwithstanding any
other provision of this Agreement, on or after the Date of the Grant, reduce (a)
the number of Performance Shares granted to a Participant, (b) the percentage
level of attainment of Performance Goals and/or (c) the number of Performance
Shares Earned by a Participant.
11. COMPLIANCE WITH LAW. The Corporation will make reasonable efforts to
comply with all applicable federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Corporation will not
be obligated to issue any Stock pursuant to this Agreement if the issuance
thereof would result in a violation of any such law.
12. WITHHOLDING TAXES. To the extent the Corporation is required to
withhold federal, state, local or foreign taxes in connection with any payment
of Performance Shares Earned to a Participant, and the amounts available to the
Corporation for such withholding are insufficient, it will be a condition to the
receipt of such payment of Performance Shares Earned or the realization of such
benefit that the Participant make arrangements satisfactory to the Corporation
for payment of the balance of such taxes required to be withheld. If necessary,
the Committee may require relinquishment of a portion of such Performance Shares
Earned.
13. CONTINUOUS EMPLOYMENT. For purposes of this Agreement, the continuous
employment of the Participant with the Corporation or an Affiliate will not be
deemed to have been interrupted, and the Participant will not be deemed to have
ceased to be an
4
21
employee of the Corporation or an Affiliate, by reason of the transfer of his
employment among the Corporation and its Affiliates or an approved leave of
absence.
14. CLAIM TO AWARDS AND EMPLOYMENT RIGHTS. No Participant has any claim or
right to be granted another award under the Program. The Program does not confer
upon any Participant any right with respect to the continuance of employment or
other service with the Corporation or any Affiliate and does not interfere in
any way with any right that the Corporation or any Affiliate would otherwise
have to terminate any employment or other service of the Participant at any
time.
15. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Participant under this Agreement or the Program will not be taken into account
in determining any benefits to which the Participant may be entitled under any
profit-sharing, retirement or other benefit or compensation plan maintained by
the Corporation or any Affiliate and will not effect the amount of any life
insurance coverage available to any beneficiary under any life insurance plan
covering employees of the Corporation or any Affiliate.
16. AGREEMENT SUBJECT TO PERFORMANCE SHARE PROGRAM. The Performance Shares
granted under this Agreement and all of the terms and conditions hereof are
subject to all of the terms and conditions of the Program.
17. AMENDMENTS. Any amendment to the Program will be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment will adversely affect the rights of
the Participant under this Agreement without the Participant's consent.
18. SEVERABILITY. In the event that one or more of the provisions of this
Agreement is invalidated for any reason by a court of competent jurisdiction,
any provision so invalidated will be deemed to be separable from the other
provisions hereof, and the remaining provisions hereof will continue to be valid
and fully enforceable.
19. TERM. This Agreement is effective as of the Date of Grant and will
remain in effect upon completion of the Performance Period.
20. GOVERNING LAW. This Agreement will be construed and governed in
accordance with the laws of the State of Delaware.
This Agreement is executed as of the Date of Grant.
THE LTV CORPORATION
By:
----------------------------
Title:
5
22
The undersigned hereby acknowledges receipt of an executed original of this
Agreement and accepts the grant of Performance Shares thereunder on the terms
and conditions set forth therein and in the Program.
-------------------------------
Participant
Date:
--------------------------
6
23
THE LTV CORPORATION
MANAGEMENT INCENTIVE PROGRAM
Performance Shares Agreement
----------------------------
EXHIBIT A
---------
Steel Industry Peer Group
AK Steel
Bethlehem Steel
Inland Steel
National Steel
Nucor
Weirton
WHX
USX-Steel Group
24
THE LTV CORPORATION
MANAGEMENT INCENTIVE PROGRAM
Performance Shares Agreement
----------------------------
EXHIBIT B
---------
Performance Shares Schedule
Total Shareholder Return Ranking Performance Shares Earned
at End of Performance Period (as a Percentage of Shares Granted)
---------------------------- -----------------------------------
1 300%
2 250%
3 200%
4 150%
5 100%
6 0%
7 0%
8 0%
9 0%
25
THE LTV CORPORATION
MANAGEMENT INCENTIVE PROGRAM
Performance Shares Agreement
----------------------------
WHEREAS, ______________________________ ("Participant") is an employee
of The LTV Corporation (the "Corporation") or an Affiliate; and
WHEREAS, the execution of a performance shares agreement in the form
hereof (the "Agreement") has been authorized by a resolution of the Compensation
and Organization Committee (the "Committee") of the Board of Directors (the
"Board") of the Corporation duly adopted on April 25, 1997 (the "Date of
Grant");
NOW, THEREFORE, in consideration of the premises, and pursuant to the
Corporation's Management Incentive Program (the "Program"), the Corporation and
the Participant agree as follows:
1. All terms used herein with initial capital letters will have the
meanings assigned to them in the WHEREAS clauses and the Program and the
following additional terms, when used herein with initial capital letters, will
have the following meanings:
(a) "Change in Control" has the meaning given such term under The LTV
Corporation Supplemental Management Retirement Plan as in effect on the Date of
Grant.
(b) "Participant Performance Goals" means the Performance Goals
applicable to the Participant under this Agreement, as more particularly set
forth in Section 4.
(c) "Peer Group" means the companies listed on the attached Exhibit A.
(d) "Peer Group Stock" means the common stock of the Peer Group.
(f) "Performance Period" means the period commencing January 26, 1997
and ending January 31, 2001.
(g) "Performance Shares Earned" means the number of shares of Stock of
the Corporation (or cash equivalent) earned by a Participant following the
conclusion of the Performance Period in which the Participant Performance Goals
were met or exceeded.
(h) "Total Shareholder Return" means the appreciation in the price of
the Stock and each Peer Group Stock, calculated as a percentage of the price at
the beginning of the Performance Period, assuming immediate reinvestment of all
dividends, whether in the form of cash or property, at the closing price of such
Stock on the dividend payment date. The price of Stock and each Peer Group Stock
will be determined at the beginning of the Performance Period by averaging the
closing price of each such Stock on the first 10 trading days of the Performance
Period and will be determined at the end of the Performance
26
Period by averaging the closing price of each such Stock on the last 10 trading
days of the Performance Period.
2. GRANT OF PERFORMANCE SHARES. Pursuant to the Program, the Corporation
hereby grants to the Participant ___________ Performance Shares, under Section
3.6 of the Program, with dividend equivalents, effective as of the Date of
Grant.
3. ISSUANCE OF PERFORMANCE SHARES. The Performance Shares covered by this
Agreement will only result in the transfer of Stock (or cash or a combination of
Stock and cash, as determined by the Committee in its sole discretion), after
the completion of the Performance Period and only if such Performance Shares are
earned as provided in Section 5.
4. PARTICIPANT PERFORMANCE GOALS. The Participant's Performance Goals are
based on the comparative Total Shareholder Returns for the Performance Period of
the Corporation and each member of the Peer Group. If any member of the Peer
Group ceases to exist during the Performance Period it will be deemed to rank
last.
5. PERFORMANCE SHARES EARNED. Payout of Performance Shares Earned, if any,
will be based upon the degree of achievement of the Participant Performance
Goals, described in Section 4, as provided on the attached Exhibit B. In the
event the Total Shareholder Return of the Corporation is negative, Performance
Shares Earned will be reduced by two-thirds. Notwithstanding any other provision
of this Agreement or the Program, in the event changes occur to any company in
the Peer Group prior to the end of the Performance Period, including changes
resulting from mergers, acquisitions, divestitures or other similar
transactions, the Committee, may in its sole discretion, make adjustments in the
number of Performance Shares Earned and/or the percentage level of achievement
of the Performance Goals.
6. CALCULATION OF PAYOUT. (a) The Performance Shares granted will become
Performance Shares Earned based on the degree of achievement of the Performance
Goals established for the Performance Period. Once the degree of achievement of
Participant Performance Goals is determined, the percentage level of achievement
will be multiplied by the number of Performance Shares granted to determine the
actual number of Performance Shares Earned. The calculation as to whether the
Participant Performance Goals have been met or exceeded will be determined in
accordance with this Agreement.
(b) Performance Shares will be credited as of the end of each calendar
quarter with additional grants of Performance Shares equal in value to the
amount of dividends, whether in the form of cash or property, paid by the
Corporation during such calendar quarter on that number of shares of Stock
equivalent to the number of Performance Shares granted as of any dividend
payment date during such calendar quarter. The dividend equivalents will be
calculated by dividing the dollar value of such dividend equivalents by the Fair
Market Value (determined only under clause (i) of such definition) on the last
day of the calendar quarter next following the dividend payment date. Until the
Participant or his beneficiary
2
27
receives his Performance Shares Earned, the Performance Shares will be credited
with dividend equivalents as provided in this Subsection.
7. PAYMENT OF PERFORMANCE SHARES. (a) Payment of Performance Shares Earned
will be made in the form of Stock (and cash for any fractional share of Stock),
unless determined otherwise by the Committee, and will be paid as soon as
practicable after the end of the Performance Period and after the determination
by the Committee of the level of attainment of the Participant Performance
Goals, which will be evidenced in writing and certified by the Committee.
(b) Any payment of Performance Shares Earned on behalf of a deceased
Participant will be paid to the beneficiary designated by the Participant on the
Designation of Death Beneficiary attached as Exhibit C and filed with the
Committee. If no such beneficiary has been designated or survives the
Participant, payment will be made to the estate of the Participant. A
beneficiary designation may be changed or revoked by the Participant at any
time, provided the change or revocation is filed with the Committee.
(c) Prior to payment, the Corporation will only have an unfunded and
unsecured obligation to make payment of Performance Shares Earned to the
Participant. No person has any right to commute, encumber, pledge or dispose of
any interest herein or right to receive payments under the Program or this
Agreement, nor are such interests or payments subject to seizure, attachment or
garnishment for the payments of any debts, judgments, alimony or separate
maintenance obligations or transferable by operation of law in the event of
bankruptcy, insolvency or otherwise, all payments and rights hereunder being
expressly declared to be nonassignable and nontransferable.
8. TERMINATION OF EMPLOYMENT DURING PERFORMANCE PERIOD. (a) In the event
the Participant's employment with the Corporation and its Affiliates is
terminated as a result of his Retirement, death, Disability or involuntary
termination during the Performance Period and the Performance Goals for such
Performance Period are, at least to the minimum required level, achieved at the
end of the Performance Period, the Participant or, in the case of his death, his
beneficiary designated pursuant to Section 7(b), will receive a payment of the
full amount of the Performance Shares Earned for such Performance Period in
accordance with Section 7. The Committee may in its sole discretion increase or
decrease the number of Performance Shares Earned under this Subsection.
(b) In the event the Participant's employment with the Corporation and
its Affiliates is voluntarily terminated before attaining age 65 (other than as
a result of Retirement or Disability) or is involuntarily terminated for Cause
during the Performance Period, the Participant will forfeit all rights to any
Performance Shares that would have been earned for the Performance Period,
unless otherwise determined by the Committee.
9. CHANGE IN CONTROL. In the event a Change in Control occurs before
completion of the Performance Period, the Performance Shares granted to the
Participant will immediately become Performance Shares Earned, the value of
which will be paid in Stock within 10 days of the Change in Control; any
fractional share of Stock will be forfeited. The number of
3
28
Performance Shares Earned under this Section will be equal to the greater of (a)
100% of the Performance Shares granted to the Participant and (b) the number of
Performance Shares Earned in accordance with Section 5, as if the Performance
Period ended on the date of the Change in Control.
10. COMMITTEE DISCRETION. In addition to any other power granted under this
Agreement, the Committee may, in its sole discretion and notwithstanding any
other provision of this Agreement, on or after the Date of the Grant, adjust (a)
the number of Performance Shares granted to a Participant, (b) the percentage
level of attainment of Performance Goals and/or (c) the number of Performance
Shares Earned by a Participant.
11. COMPLIANCE WITH LAW. The Corporation will make reasonable efforts to
comply with all applicable federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Corporation will not
be obligated to issue any Stock pursuant to this Agreement if the issuance
thereof would result in a violation of any such law.
12. WITHHOLDING TAXES. To the extent the Corporation is required to
withhold federal, state, local or foreign taxes in connection with any payment
of Performance Shares Earned to a Participant, and the amounts available to the
Corporation for such withholding are insufficient, it will be a condition to the
receipt of such payment of Performance Shares Earned or the realization of such
benefit that the Participant make arrangements satisfactory to the Corporation
for payment of the balance of such taxes required to be withheld. If necessary,
the Committee may require relinquishment of a portion of such Performance Shares
Earned.
13. CONTINUOUS EMPLOYMENT. For purposes of this Agreement, the continuous
employment of the Participant with the Corporation or an Affiliate will not be
deemed to have been interrupted, and the Participant will not be deemed to have
ceased to be an employee of the Corporation or an Affiliate, by reason of the
transfer of his employment among the Corporation and its Affiliates or an
approved leave of absence.
14. CLAIM TO AWARDS AND EMPLOYMENT RIGHTS. No Participant has any claim or
right to be granted another award under the Program. The Program does not confer
upon any Participant any right with respect to the continuance of employment or
other service with the Corporation or any Affiliate and does not interfere in
any way with any right that the Corporation or any Affiliate would otherwise
have to terminate any employment or other service of the Participant at any
time.
15. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Participant under this Agreement or the Program will not be taken into account
in determining any benefits to which the Participant may be entitled under any
profit-sharing, retirement or other benefit or compensation plan maintained by
the Corporation or any Affiliate and will not effect the amount of any life
insurance coverage available to any beneficiary under any life insurance plan
covering employees of the Corporation or any Affiliate.
4
29
16. AGREEMENT SUBJECT TO PERFORMANCE SHARE PROGRAM. The Performance Shares
granted under this Agreement and all of the terms and conditions hereof are
subject to all of the terms and conditions of the Program.
17. AMENDMENTS. Any amendment to the Program will be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment will adversely affect the rights of
the Participant under this Agreement without the Participant's consent.
18. SEVERABILITY. In the event that one or more of the provisions of this
Agreement is invalidated for any reason by a court of competent jurisdiction,
any provision so invalidated will be deemed to be separable from the other
provisions hereof, and the remaining provisions hereof will continue to be valid
and fully enforceable.
19. TERM. This Agreement is effective as of the Date of Grant and will
remain in effect upon completion of the Performance Period.
20. GOVERNING LAW. This Agreement will be construed and governed in
accordance with the laws of the State of Delaware.
This Agreement is executed as of the Date of Grant.
THE LTV CORPORATION
By:
-----------------------
Title:
The undersigned hereby acknowledges receipt of an executed original of this
Agreement and accepts the grant of Performance Shares thereunder on the terms
and conditions set forth therein and in the Program.
--------------------------
Participant
Date:
-----------------
5
30
THE LTV CORPORATION
MANAGEMENT INCENTIVE PROGRAM
Performance Shares Agreement
----------------------------
EXHIBIT A
---------
Steel Industry Peer Group
AK Steel
Bethlehem Steel
Inland Steel
National Steel
Nucor
Weirton
WHX
USX-Steel Group
31
THE LTV CORPORATION
MANAGEMENT INCENTIVE PROGRAM
Performance Shares Agreement
----------------------------
EXHIBIT B
---------
Performance Shares Schedule
Performance Shares Earned
Total Shareholder Return Ranking (as a Percentage of Shares Granted)
-------------------------------- -----------------------------------
1 300%
2 250%
3 200%
4 150%
5 100%
6 0%
7 0%
8 0%
9 0%
