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CARPENTER TECHNOLOGY CORPORATION STOCK-BASED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

Equity Incentive Plan Agreement

CARPENTER TECHNOLOGY CORPORATION STOCK-BASED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS | Document Parties: CARPENTER TECHNOLOGY CORP | CARPENTER TECHNOLOGY CORPORATION You are currently viewing:
This Equity Incentive Plan Agreement involves

CARPENTER TECHNOLOGY CORP | CARPENTER TECHNOLOGY CORPORATION

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Title: CARPENTER TECHNOLOGY CORPORATION STOCK-BASED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
Governing Law: Delaware     Date: 8/20/2009
Industry: Iron and Steel     Sector: Basic Materials

CARPENTER TECHNOLOGY CORPORATION STOCK-BASED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS, Parties: carpenter technology corp , carpenter technology corporation
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Exhibit 10.F

CARPENTER TECHNOLOGY CORPORATION

STOCK-BASED COMPENSATION PLAN FOR

NON-EMPLOYEE DIRECTORS

Effective August 9, 1990

As Amended and Restated on April 21, 2009

and Amended on July 29, 2009

 

1.

Purpose:

The purposes of the Plan are to attract and retain the services of experienced and knowledgeable non-employee directors, to encourage Eligible Directors of Carpenter Technology Corporation (the “Company”) to acquire a proprietary and vested interest in the growth and performance of the Company, and to generate an increased incentive for Eligible Directors to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of its stockholders.

This Plan is an amendment and restatement of the Carpenter Technology Corporation Non-Qualified Stock Option Plan for Non-Employee Directors as adopted effective August 9, 1990, and subsequently amended and/or restated as set out in Section 16 below. The rights of any Eligible Director whose service as an Eligible Director ended on or before April 21, 2009 shall be governed by the terms of the Plan as in effect when that Eligible Director’s Award was granted. This amendment and restatement of the Plan does not increase the number of Shares theretofore otherwise available under the Plan.

 

2.

Definitions:

As used in the Plan, the following terms shall have the meanings set forth below:

a) “ Annual Retainer ” shall mean base compensation for services as an Eligible Director. Annual Retainer shall not include meeting fees, committee service fees, if any, expense allowances or reimbursements or any other additional compensation for services as an Eligible Director.

b) “ Award ” shall mean the Options, Performance Units and Stock Units granted under the Plan.

c) “ Award Agreement ” shall mean the written agreement, instrument or document evidencing an Award.

d) “ Beneficiary ” shall mean the person who the Eligible Director designates to receive any unpaid portion of the Eligible Director’s account should the Eligible Director’s death occur before the Eligible Director receives the entire balance to the credit of such Eligible Director’s account. If the Eligible Director does not designate a Beneficiary, the Beneficiary shall be the person’s spouse if the person is married at the time of death, or the Eligible Director’s estate if unmarried at the time of the person’s death.

e) “ Board ” shall mean the Board of Directors of the Company.

f) “ Cause ” shall mean the Eligible Director’s: (i) willful misconduct or gross negligence in connection with the performance of the Eligible Director’s duties for the Company or any affiliated company; (ii) conviction of, or a plea of guilty or nolo contendere to, a felony or a crime involving fraud or moral turpitude; (iii) engagement in any business that directly or indirectly competes with the Company or any affiliated company; or (iv) disclosure of trade secrets, customer lists or confidential information of the Company or any affiliated company to a competitor or unauthorized person.

 

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g) “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

h) “ Common Stock ” shall mean the Common Stock, $5.00 par value, of the Company.

i) “ Company ” shall mean Carpenter Technology Corporation, a Delaware corporation, or any successor corporation.

j) “ Disability ” shall mean that a qualified physician designated by the Company has reviewed and approved the determination that an Eligible Director is either:

(i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

(ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees or directors of the Company or any subsidiary.

k) “ Election Date ” shall mean with respect to an Option hereunder the date of the appointment, election, or re-election of the Eligible Director that prompted the grant of such Option.

l) “ Eligible Director ” shall mean each director of the Company who is not an employee of the Company or any of the Company’s subsidiaries [as defined in section 424(f) of the Code], or who is not otherwise excluded from participation by agreement.

m) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

n) “ Fair Market Value ” shall mean the fair market value of the Company’s Common Stock, determined in accordance with section 409A of the Code, and based upon (i) the last sale price of the Common Stock on the date on which such value is determined, as reported on the consolidated tape of New York Stock Exchange issues or, if there shall be no trades on such date, on the date nearest preceding such date; (ii) if the Common Stock is not then listed for trading on the New York Stock Exchange, the last sale price of the Common Stock on the date on which such value is determined, as reported on another recognized securities exchange or on the NASDAQ National Market System if the Common Stock shall then be listed and traded upon such exchange or system or, if there shall be no trades on such date, on the date nearest preceding such date; or (iii) the mean between the bid and asked quotations for such stock on such date (as reported by a recognized stock quotation services) or, in the event that there shall be no bid or asked quotations on such date, then upon the basis of the mean between the bid and asked quotations on the date nearest preceding such date.

o) “ Grant Date ” shall mean, with respect to an Option hereunder, the date upon which such Option is granted; with respect to Stock Units, the date upon which such Stock Units are awarded; and, with respect to Performance Units, the date upon which the Board determines Performance Goals and passes a resolution creating a Performance Unit opportunity.

p) “ Option ” shall mean any right granted to an Eligible Director allowing such Eligible Director to purchase Shares at such price or prices and during such period or periods as set forth under the Plan. All Options shall be non-qualified options not entitled to special tax treatment under section 422 of the Code.

q) “Performance Goal” shall mean a goal the attainment of which is substantially uncertain at the time the Performance Goal is established that must be met by the end of a Performance Period specified by the Board. Performance Goals may be measured on an absolute or relative basis. Relative performance may be measured against an external index, such as a group of peer companies, industry groups or a financial market index. Performance Goals may be based upon: (i) the price of Common Stock, (ii) the market share of the Company or its subsidiaries (or any business unit thereof), (iii) sales or revenue by the Company or its subsidiaries (or

 

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any business unit thereof), (iv) earnings or diluted earnings per share of Common Stock, with or without net pension credit/expense, (v) return on shareholder equity of the Company, (vi) costs of the Company or its subsidiaries (or any business unit thereof), (vii) cash flow of the Company or its subsidiaries (or any business unit thereof), (viii) return on total assets of the Company or its subsidiaries (or any business unit thereof) (“ROA”), (ix) return on invested capital of the Company or its subsidiaries (or any business unit thereof), (x) return on net assets of the Company or its subsidiaries (or any business unit thereof) (“RONA”), (xi) operating income of the Company or its subsidiaries (or any business unit thereof), with or without net pension credit/expense, (xii) net income of the Company or its subsidiaries (or any business unit thereof) with or without net pension credit/expense, (xiii) costs of capital of the Company or its subsidiaries (or any business unit thereof), (xiv) earnings before interest and income taxes (“EBIT”) or earnings before interest, income taxes, depreciation and amortization (“EBITDA”) of the Company or its subsidiaries, (xv) economic profit of the Company or its subsidiaries, (xvi) total shareholder return, (xvii) economic value added, or (xviii) any other financial or other measurement deemed appropriate by the Board, as it relates to the results of operations or other measurable progress of the Company or its subsidiaries (or any business unit thereof). The Board shall have discretion to determine the specific targets with respect to each of these categories of Performance Goals.

r) “ Performance Period ” shall mean a period of twelve consecutive months or more during which the performance of the Company, any subsidiary or any department thereof, or any individual is measured for the purpose of determining the extent to which a Performance Goal is achieved. Nothing in this Plan shall prevent the Board from establishing a Performance Period that commences prior to the termination of one or more other Performance Periods.

s) “ Performance Unit ” shall mean the right to receive, following termination of service as an Eligible Director, one share of Common Stock. Performance Units will be earned, if at all, based upon the attainment of Performance Goals during the applicable Performance Period specified by the Board. For purposes of this Plan, fractional Performance Units, measured to the nearest four decimal places, may be credited.

t) “ Release Date ” shall mean the fifth business day occurring after the Company’s earnings release for the preceding fiscal period. In calculating the Release Date, the day of an earnings release shall be counted if the earnings release is made before the opening of trading on the New York Stock Exchange and shall not be counted if such release is made after the opening of trading.

u) “ Retirement ” shall mean termination of Board service other than for Cause with a minimum of three years of service as an Eligible Director.

v) “ Shares ” shall mean shares of Common Stock.

w) “ Stock Unit ” shall mean the right to receive, upon satisfaction or lapse of any applicable vesting requirement or forfeiture condition under Section 8(a) or as otherwise specified in the Award Agreement, one share of Common Stock. For purposes of this Plan, fractional Stock Units, measured to the nearest four decimal places, may be credited.

x) “ Unit ” shall mean a Performance Unit, a Stock Unit, or both, as required by context.

y) “ Window ” shall mean a 30 calendar-day period of time beginning on a Release Date.

 

3.

Administration:

(a) The Plan shall be administered by the Company. Subject to the terms of the Plan, the Board shall have the power to interpret the provisions and supervise the administration of the Plan. Any action of the Board in administering the Plan shall be final, conclusive and binding on all persons, including the Company, Eligible Directors, persons claiming rights from or through Eligible Directors and stockholders of the Company.

 

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(b) Subject to the provisions of the Plan, the Board shall have full and final authority in its discretion (i) to determine the terms and conditions of any Award granted under the Plan (including, but not limited to, restrictions as to vesting, transferability or forfeiture, exercisability or settlement of an Award and waivers or accelerations thereof, and waivers of or modifications to performance conditions relating to an Award, based in each case on such considerations as the Board shall determine) and all other matters to be determined in connection with an Award; (ii) to determine whether, to what extent, and under what circumstances an Award may be canceled, forfeited, or surrendered; (iii) to determine whether, and to certify that, Performance Goals to which the settlement of an Award is subject are satisfied for the relevant Performance Period; (iv) to correct any defect or supply any omission or reconcile any inconsistency in the Plan, and to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan; and (v) to make all other determinations as it may deem necessary or advisable for the administration of the Plan. Notwithstanding the foregoing, an Eligible Director must be recused and abstain from participating in any action of the Board that affects his or her outstanding Award, and a Performance Period may only be waived following an Eligible Director’s death, Disability, Retirement or termination without Cause or as indicated in Section 13(c) upon a Change in Control.

(c) Notwithstanding anything to the contrary herein, discretionary Awards to any Eligible Director under Sections 5, 6 or 9 of the Plan shall be made by the Board or an independent committee of the Board without the vote of any directors who are also employees of the Company.

 

4.

Shares Subject to the Plan:

a) Total Number . Subject to future adjustment as provided in this Section, the total number of Shares available for Awards under the Plan as of the April 21, 2009 date of the amendment and restatement is 1,008,654, which amount reflects the Company’s 2 for 1 stock split effected on November 15, 2007 and otherwise is derivative from the number of Shares available under this Plan as of August 18, 2006 when this Plan was amended to increase the number of available Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued Shares or treasury Shares.

b) Reduction of Shares Available .

(i) The grant of an Option will reduce the number of Shares available for further grants by the number of Shares subject to such Option.

(ii) Any shares issued by the Company through the assumption or substitution of outstanding grants from an acquired company shall not reduce the Shares available for grants under the Plan.

(iii) The grant of Performance Units or Stock Units will reduce the number of Shares available for further grants by the number of Units granted.

c) Increase of Shares Available . The lapse, cancellation or other termination of an Option or Unit that has not been fully exercised or paid shall increase the available Shares for such Options or Units by the number of Shares that have not been issued upon exercise of such Option or payment of such Unit.

d) Other Adjustments . The total number and kind of Shares available for Options or Units under the Plan or which may be allocated to any one Eligible Director, the number and kind of Shares subject to outstanding Options or Units, and the exercise price for such Options or the value of Units shall be appropriately adjusted by the Board for any increase or decrease in the number of outstanding Shares resulting from a stock dividend, subdivision, combination of Shares, reclassification, or other change in corporate structure affecting the Shares or for any conversion of the Shares into or exchange of the Shares for other Shares as a result of any merger or consolidation (including a sale of assets) or other recapitalization as may be necessary to maintain the proportionate interest of the Option or Unit holder.

 

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5.

Initial Options:

Initial Options may be granted to Eligible Directors as follows:

a) Initial Grant . Each Eligible Director who has not previously received a grant under this Plan may be granted an Option to acquire up to 4,000 Shares (or such different number of Shares as the Board may determine by duly adopted resolution, consistent with any applicable requirements under securities laws or continued listing standards of the principal stock exchange for trading of the Common Stock) on such Eligible Director’s Election Date or such later date as may be required to comply with the Company’s normal practices under applicable securities laws and regulations.

b) Terms and Conditions . Any Option granted under this Section 5 shall be subject to the following terms and conditions:

(i) Option Price . The purchase price per Share purchasable under an Option shall be 100% of the Fair Market Value of a Share on the Grant Date.

(ii) Exercisability . Unless otherwise provided


 
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