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EXHIBIT 10(p)
PHANTOM STOCK AGREEMENT
This
PHANTOM STOCK Agreement ("Agreement") is made and entered into
effective as of January 15, 2000 by and
between CORE MATERIALS CORPORATION, a
Delaware corporation (the "Company"), and
James L. Simonton, an individual (the
"Executive"). The purpose of this Agreement
is to provide to the Executive, who
is the President and Chief Executive
Officer of the Company and is important to
the success and growth of the business of
the Company, with certain benefits and
to help retain the services of the
Executive. This Agreement will provide a
means whereby the Executive will be given
an opportunity to share in the
appreciation of the Common Stock of the
Company.
ARTICLE I
DEFINITIONS
Section
1.01 As used in this Agreement, the following terms shall have
the
meanings ascribed to them below:
"Act"
means the Securities Act of 1933, as amended.
"Agreement" shall have the meaning set forth in the preamble
hereof.
"Base
Value" means $2.75 per share of Common Stock.
"Board"
means the Board of Directors of the Company.
"Committee" means the Compensation Committee of the Board.
"Common
Stock" means shares of the Company's Common Stock, $0.01 par
value.
"Company"
shall have the meaning set forth in the preamble hereof.
"Exchange
Act" means the Securities Exchange Act of 1934, as amended.
"Executive" shall have the meaning set forth in the preamble
hereof.
"Fair
Market Value" means (i) if the Common Stock is then listed on a
national securities exchange, the closing
sales price of the Common Stock on the
day such value is determined on the
principal securities exchange on which such
stock is then listed, or if there is no
reported sale on that day, the average
bid and asked quotations on such exchange
on that day, or (ii) if the Common
Stock is then publicly traded in the
National Market System of the NASDAQ Stock
Market, the closing sales price of the
Common Stock as reported in the National
Market System of the NASDAQ Stock Market on
the day such value is determined, or
if there is no reported sale on that day,
the average of the bid and asked
quotations on that day, or (iii) if the
Common Stock is then publicly traded in
the over-the-counter market on the day such
value is determined, the average of
the bid and asked quotations on that day,
or if no shares were traded that day,
on the next preceding day on which there
was such a trade, or (iv) if the Common
Stock is not then separately quoted or
publicly traded, the fair market value on
the date such value is to be determined, as
determined in good faith by the
Committee.
"Internal
Revenue Code" means the Internal Revenue Code of 1986, as
amended.
"Subsidiary Corporation" shall have the definition of a
subsidiary
corporation contained in section 424 of the
Internal Revenue Code.
"Successor" means the legal representative of the estate of the
Executive
or the person or persons who shall acquire
the right to receive payment for a
Unit by bequest or inheritance or by reason
of the death of the Executive.
"Term"
means the period during which a particularly Unit may be
exercised.
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"Unit"
means the right to receive, on the terms set forth in this
Agreement and during the Term, an amount
equal to the excess of the Fair Market
Value of a share of the Common Stock on the
date upon which the Executive
exercises his right to receive such payment
over the Base Value.
ARTICLE II
ADMINISTRATION OF THE AGREEMENT
Section
2.01 This Agreement shall be administered on behalf of the
Company
by the Committee; provided, however, that
the Board, in lieu of the Committee,
shall have the right to take any action
permitted or required hereunder to be
taken by the Committee.
Section
2.02 The Committee shall adopt such rules of procedure as it
may
deem proper; provided, however, that it may
only take action upon the agreement
of a majority of the whole Committee. Any
action which the Committee shall take
through a written instrument signed by all
of its members shall be as effective
as though taken at a meeting duly called
and held.
Section
2.03 The powers of the Committee shall include plenary
authority
to interpret this Agreement.
ARTICLE III
GRANT OF UNITS
Section
3.01 The Company hereby grants to the Executive 150,000 Units
(subject to adjustment as provided in
Article X hereof) effective as of the date
hereof.
ARTICLE IV
VESTING OF UNITS
Section
4.01 All Units granted hereunder shall vest on December 31,
2004.
No Units granted hereunder shall vest prior
to such date.
Section
4.02 Subsequent to the grant of any Unit, the Committee may
accelerate, at any time before such Unit
becomes fully vested, the time or times
at which such Unit may be exercised.
Section
4.03 Unless the Committee, in its sole discretion, permits
otherwise, Units granted under this
Agreement shall be nontransferable other
than by will or by the laws of descent and
distribution and a Unit may be
exercised during the lifetime of the
Executive only by the Executive.
ARTICLE V
TERMINATION OF A UNIT
Section
5.01 Any Unit granted under this Agreement that has not been
exercised shall automatically and without
notice terminate and become null and
void at the time of the earliest to occur
of the following:
(a)
December 31, 2005;
(b) The
expiration of thirty (30) days from the date of
termination (other than a termination described in Section 5.01(c)
or on
account of
death or disability, as defined in Section 8.01, of the
Executive
while employed by the Company) of the Executive's employment
with the
Company or its Subsidiary Corporations or if the Executive
shall
die during
such thirty-day period, the expiration of one (1) year
following
the date of the Executive's death; provided that no additional
Units
shall vest or become exercisable during the thirty (30) day or
one
(1) year
period, as the case may be; and
