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
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.
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.
(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.
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4.
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Shares
Subject to the Plan:
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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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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