Exhibit 4.3
Providence and Worcester Railroad Company
All Star/Anniversary Safety Incentive Plan
This Providence and Worcester Railroad Company All
Star/Anniversary Safety
Incentive Plan (the "Plan") is adopted by Providence and
Worcester Railroad
Company (the "Company") for the purpose of advancing the
interests of the
Company by providing compensation to participating employees for
the achievement
of outstanding safety records.
1.
Definitions
. For purposes of this Plan, the following terms
shall have the meanings set forth below:
"Administrator" means the person(s) appointed by the
Compensation
Committee of the Board to administer the Plan as provided
in Paragraph 2
hereof.
"Board" means the Board of Directors of Providence
and Worcester
Railroad Company.
"Common Shares" means shares of the Company's common
stock, $.50 par
value per share.
"Company" means Providence and Worcester Railroad
Company, a Rhode
Island corporation.
"Effective Date" means January 1, 2004.
"Injury" means a reportable injury according to the
regulations of the
Federal Railroad Administration.
"Participant" means an employee who meets the
requirements of
eligibility described in Paragraph 3 hereof.
"Plan Year" means the calendar year.
"Stock Bonus" means a bonus paid pursuant to the terms
of the Plan in
the form of the Company's Common Stock.
"Team" means the American League Team and/or the National
League Team,
as applicable, as described in Paragraph 5 hereof.
2.
Administration
. The Plan shall be administered by the
Administrator. The Administrator may establish,
subject to the
provisions of the Plan, such rules and regulations
as it deems
necessary for the proper administration of the Plan,
and make such
determinations and take such actions in connection
therewith or in
relation with the Plan as it deems necessary or
advisable, consistent
with the Plan.
3.
Eligibility and Participation
. Any person who is employed by
the Company under the terms of a collective bargaining
agreement and
any other employee as determined by the Company's Safety
Director, in
his or her sole discretion, shall participate in the
Plan.
4.
Stock Bonus Awards
. The Company shall make Stock Bonus awards
annually. Participants in the Plan shall receive Stock
Bonus awards
from the Company as they become eligible in accordance
with Paragraphs
5 and 6 hereof.
5.
All Star Safety Awards
. The American League Team shall consist of
Company employees who are members of the United
Transportation Union
and Transportation Communications International Union.
The National
League Team will consist of Company employees who are
members of the
Brotherhood of Railroad Signalmen. Management employees
of the Company
shall not be eligible to participate. The All Star
program shall begin
on January 1st of each year. For each calendar quarter
that a Team
goes without an Injury, each Team member will accrue a
possible five
(5) Common Shares. For any calendar quarter for which
a Team has an
Injury, Team members will not accrue any possible
shares. At the end
of each Plan Year, the members of the Team that has the
fewer Injuries
will be awarded their accrued shares (if any), plus an
additional 5
shares per Team member (the "Winner's Bonus") for
being the winning
Team. If both Teams have the same number of Injuries,
the members of
the Team with the fewest lost time days resulting from
such Injuries
shall be awarded their accrued shares plus the Winner's
Bonus. If both
Teams end the Plan Year with no Injuries, the accrued
shares plus the
Winner's Bonus shall be awarded to all members of both
Teams.
6.
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