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 Inj
