AMCOL INTERNATIONAL
CORPORATION
2006 LONG-TERM INCENTIVE
PLAN
(AS AMENDED DECEMBER 18,
2008)
AMCOL International Corporation, a Delaware
corporation (the “Company”), hereby establishes the
AMCOL International Corporation 2006 Long-Term Incentive Plan (the
“Plan”) as a means whereby the Company may, through
awards of (i) incentive stock options (“ISOs”) within
the meaning of section 422 of the Code, (ii) non-qualified stock
options (“NSOs”), (iii) stock appreciation rights
(“SARs”), (iv) restricted stock (“Restricted
Stock”) and (v) restricted stock units (“Restricted
Stock Units”):
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provide
selected officers, directors and employees with additional
incentive to promote the success of the Company’s
business;
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encourage such
persons to remain in the service of the Company; and
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enable such
persons to acquire proprietary interests in the Company.
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Definitions
and Rules of Construction .
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2.01 “Affiliate”
means any entity during any period that, in the opinion of the
Committee, the Company has a significant economic interest in the
entity.
2.02 “Award”
means the grant of Options, SARs, Restricted Stock and/or
Restricted Stock Units to a Participant.
2.03 “Award
Date” means the date upon which an Award is awarded to a
Participant under the Plan.
2.04 “Board”
or “Board of Directors” means the board of directors of
the Company.
2.05 “Cause”
with respect to any Award shall have the meaning set forth in the
Participant’s employment agreement, or if no meaning is set
forth in the Participant’s employment agreement or there is
no employment agreement, “Cause” shall mean:
Participant’s commission of a felony or misdemeanor that
involves fraud, dishonesty or moral turpitude; or
Participant’s gross negligence or willful or intentional
material misconduct in the performance of his
duties. The Participant shall be considered to have been
discharged for “Cause” if the Company determines,
within 30 days after the Participant’s resignation, that
discharge for Cause was warranted.
2.06 “Change
of Control” with respect to any Award shall have the meaning
set forth in the Participant’s employment agreement, or if no
meaning is set forth in the Participant’s employment
agreement or there is no employment agreement, “Change of
Control” shall be deemed to have occurred on the first to
occur of any of the following:
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any person (as
such term is used in Rule 13d-5 under the Exchange Act) or group
(as such term is defined in Section 3(a)(9) and 13(d)(3) of the
Exchange Act), other than a Subsidiary, any employee benefit plan
(or any related trust) of the Company or any of its Subsidiaries or
any Excluded Person, becomes the Beneficial Owner (as defined in
Rule 13d-3 (or any successor rule) of the Securities and Exchange
Commission under the Exchange Act of 1934) of 50.1% or more of the
Common Stock of the Company or of Voting Securities representing
50.1% or more of the combined voting power of the Company (such a
person or group, a “50.1% Owner”), except that (i) no
Change of Control shall be deemed to have occurred solely by reason
of such beneficial ownership by a corporation with respect to which
both more than 49.9% of the common stock of such corporation and
Voting Securities representing more than 49.9% of the aggregate
voting power of such corporation are then owned, directly or
indirectly, by the persons who were the direct or indirect owners
of the common stock and Voting Securities of the Company
immediately before such acquisition in substantially the same
proportions as their ownership, immediately before such
acquisition, of the Common Stock and Voting Securities of the
Company, as the case may be and (ii) such corporation shall not be
deemed a 50.1% Owner; or
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the Incumbent
Directors (determined using the Effective Date of this Plan as the
baseline) cease for any reason to constitute at least one-half of
the directors of the Company then serving; or
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immediately
prior to the consummation by the Company of a merger,
reorganization, consolidation, or similar transaction, or a plan or
agreement for the sale or other disposition of 50.1% of the
consolidated assets of the Company or a plan of liquidation of the
Company (any of the foregoing transactions, a “Reorganization
Transaction”) which is not an Exempt Reorganization
Transaction (provided however, there shall be no Change of Control
unless the Reorganization Transaction is actually
consummated).
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2.07 “Code”
means the Internal Revenue Code of 1986, as amended from time to
time or any successor thereto.
2.08 “Committee”
means the Compensation Committee of the Board of
Directors.
2.09 “Common
Stock” means Common Stock of the Company, par value $.01 per
share.
2.10 “Company”
means AMCOL International Corporation, a Delaware corporation, and
any successor thereto.
2.11 “Covered
Employee” means an Employee who is, or as determined by the
Committee may become, a “covered employee” within the
meaning of section 162(m) of the Code (or any successor provision),
which generally means, the chief executive officer and the four
other highest compensated officers of the Company for whom total
compensation is required to be reported to stockholders under the
Securities Exchange Act of 1934.
2.12 “Exchange
Act” shall mean the Securities Exchange Act of 1934, as it
exists now or from time to time may hereafter be
amended.
2.13 “Excluded
Person” means any of the Paul Bechtner Trust, Everett P.
Weaver, The Estate of William D. Weaver or any Named Executive, any
Affiliates or Family Member of any of the foregoing and any group
(as such term is defined in Section 3(a)(9) and 13(d)(3) of the
Exchange Act) of which any of the foregoing is a member.
2.14 “Exempt
Reorganization Transaction” means a Reorganization
Transaction which results (i) in the Persons who were the direct or
indirect owners of the outstanding Common Stock and Voting
Securities of the Company immediately before such Reorganization
Transaction becoming, immediately after the consummation of such
Reorganization Transaction, the direct or indirect owners of both
more than 49.9% of the then-outstanding common stock of the
Surviving Corporation and Voting Securities representing more than
49.9% of the aggregate voting power of the Surviving Corporation,
in substantially the same respective proportions as such
Persons’ ownership of the common stock and voting Securities
of the Company immediately before such Reorganization Transaction;
(ii) in the Excluded Person owning 50% or more of the common stock
of the Surviving Corporation or Voting Securities representing 50%
or more of the combined voting power of the Surviving Corporation;
or (iii) from any merger, reorganization, consolidation or similar
transaction or a plan or agreement for sale or other disposition of
50.1% of the consolidated assets of the Company or a plan of
liquidation of the Company pursuant to the Bankruptcy Code of Title
11 of the United States Code, as amended from time to time, or any
similar or successor statute, domestic or foreign.
2.15 “Fair
Market Value” means as of any date, the closing price for the
Common Stock on that date, or if no sales occurred on that date,
the next trading day on which actual sales occurred (as reported by
the New York Stock Exchange or any securities exchange or automated
quotation system of a registered securities association on which
the Common Stock is then traded or quoted).
2.16 “Family
Members” mean with respect to an individual, any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing
the individual’s household (other than a tenant or employee),
a trust in which these persons have more than 50% of the beneficial
interest, a foundation in which these persons (or the individual)
control the management of assets, and any other entity in which
these persons (or the individual) own more than 50% of the voting
interests.
2.17 “Good
Reason” with respect to any Award shall have the meaning set
forth in the Participant’s employment agreement, or if no
meaning is set forth in the Participant’s employment
agreement or there is no employment agreement, shall mean any of
the following:
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a material
diminution in the Participant’s authority, duties or
responsibilities from and after a Change of Control;
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a material
diminution in the base compensation payable to the Participant from
and after a Change of Control; or
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the relocation
after a Change of Control of the Company’s place of business
at which the Participant is principally located to a location that
is greater than 50 miles from the site immediately prior to the
Change of Control,
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provided
,however, that Participant must provide the Company with (x)
written notice within sixty (60) days of the event that Participant
believes constitutes "Good Reason" specifically identifying the
acts or omissions constituting the grounds for Good Reason and (y)
a reasonable cure period of not less than thirty (30) days
following the date of such notice.
2.18 “Incumbent
Directors” means individuals serving as members of the Board
as of the Effective Date of this Plan; provided that any
subsequently-appointed or elected member of the Board whose
election, or nomination for election by stockholders of the Company
or the Surviving Corporation, as applicable, was approved by a vote
or written consent of at least one-half of the directors then
comprising the Incumbent Directors shall also thereafter be
considered an Incumbent Director, unless the initial assumption of
office of such subsequently-elected or appointed director was in
connection with (i) an actual or threatened election contest,
including a consent solicitation, relating to the election or
removal of one or more members of the Board, (ii) a “tender
offer” (as such term is used in Section 14(d) of the Exchange
Act), (iii) a proposed Reorganization Transaction, or (iv) a
request, nomination or suggestion of any Beneficial Owner of Voting
Securities representing 35% or more of the aggregate voting power
of the Voting Securities of the Company or the Surviving
Corporation, as applicable.
2.19 “ISO”
means an incentive stock option within the meaning of section 422
of the Code.
2.20 “NSO”
means a non-qualified stock option which is not intended to or does
not qualify as an ISO under section 422 of the Code.
2.21 “Option”
means an ISO or an NSO.
2.22 “Option
Price” means the price per share of Common Stock at which an
Option may be exercised.
2.23 “Participant”
means an individual to whom an Award has been granted under the
Plan.
2.24 “Performance
Criteria” means the criteria the Committee selects for
purposes of establishing the Performance Goal or Performance Goals
for a Participant for a Performance Period. The
Performance Criteria that will be used to establish Performance
Goals are limited to the following: (i) return on capital; (ii)
earnings per share; (iii) net sales; (iv) net earnings; (v) net
operating profits; (vi) expense control; (vii) working capital
relating to inventory and/or accounts receivable; (viii) operating
margin; (ix) share price performance; (x) implementation or
completion of critical projects; and (xi) total return to
shareholders. The Committee shall, within the time
prescribed by section 162(m) of the Code, define in an objective
fashion the manner of calculating the Performance Criteria it
selects to use for such Performance Period for such
Participant.
2.25 “Performance
Goals” means the goals established in writing by the
Committee for the Performance Period based upon the Performance
Criteria. Depending on the Performance Criteria used to
establish such Performance Goals, the Performance Goals may be
expressed in terms of overall Company performance or the
performance of an Affiliate, a division or business unit of the
Company, or an individual. The Committee shall establish
Performance Goals for each Performance Period prior to, or as soon
as practicable after, the commencement of such Performance
Period. The Committee, in its discretion, may, within
the time prescribed by section 162(m) of the Code, adjust or modify
the calculation of Performance Goals for such Performance Period in
order to prevent the dilution or enlargement of the rights of
Participants (i) in the event of, or in anticipation of, any
unusual or extraordinary corporate item, transaction, event, or
development, or (ii) in recognition of, or in anticipation of, any
other unusual or nonrecurring events affecting the Company, or the
financial statements of the Company, or in response to, or in
anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions.
2.26 “Performance
Period” means the designated period during which the
Performance Goals must be satisfied with respect to the Award to
which the Performance Goals relate.
2.27 “Plan”
means this AMCOL International Corporation 2006 Long-Term Incentive
Plan, as set forth herein and from time to time amended.
2.28 “Qualified
Performance-Based Award” means an Award that is intended to
qualify as “qualified performance-based compensation”
within the meaning of section 162(m) of the Code and is designated
as a Qualified Performance-Based Award pursuant to Section 14
hereof.
2.29 “Restricted
Stock” means the Common Stock awarded to a Participant
pursuant to Section 8 of this Plan.
2.30 “Restricted
Stock Unit” means a unit awarded to a Participant pursuant to
Section 8 of this Plan evidencing the right of a Participant to
receive a fixed number of shares of Common Stock at some future
date.
2.31 “SAR”
means a stock appreciation right issued to a Participant pursuant
to Section 9 of this Plan.
2.32 “SEC”
means the Securities and Exchange Commission.
2.33 “Subsidiary”
means any entity during any period which the Company owns or
controls more than 50% of (i) the outstanding capital stock, or
(ii) the combined voting power of all classes of stock.
2.34 “Surviving
Corporation” means the corporation resulting from a
Reorganization Transaction or, if securities representing more than
50% of the aggregate Voting Power of such resulting corporation are
directly or indirectly owned by another corporation, such other
corporation.
2.35 “Voting
Securities” of a corporation means securities of such
corporation that are entitled to vote generally in the election of
directors of such corporation, but not including any other class of
securities of such corporation that may have voting power by reason
of the occurrence of a contingency.
2.36
Rules of Construction:
2.36.1 Governing Law and
Venue . The construction and operation of this Plan
are governed by the laws of the State of Delaware without regard to
any conflicts or choice of law rules or principles that might
otherwise refer construction or interpretation of this Plan to the
substantive law of another jurisdiction, and any litigation arising
out of this Plan shall be brought in the Circuit Court of the State
of Illinois or the United States District Court for the Eastern
Division of the Northern District of Illinois.
2.36.2 Undefined Terms
. Unless the context requires another meaning, any term
not specifically defined in this Plan is used in the sense given to
it by the Code.
2.36.3 Headings
. All headings in this Plan are for reference only and
are not to be utilized in construing the Plan.
2.36.4 Conformity with Section
422 . Any ISOs issued under this Plan are intended
to qualify as incentive stock options described in section 422 of
the Code, and all provisions of the Plan relating to ISOs shall be
construed in conformity with this intention. Any NSOs
issued under this Plan are not intended to qualify as incentive
stock options described in section 422 of the Code, and all
provisions of the Plan relating to NSOs shall be construed in
conformity with this intention.
2.36.5 Gender
. Unless clearly inappropriate, all nouns of whatever
gender refer indifferently to persons or objects of any
gender.
2.36.6 Singular and Plural
. Unless clearly inappropriate, singular terms refer
also to the plural and vice versa.
2.36.7 Severability
. If any provision of this Plan is determined to be
illegal or invalid for any reason, the remaining provisions are to
continue in full force and effect and to be construed and enforced
as if the illegal or invalid provision did not exist, unless the
continuance of the Plan in such circumstances is not consistent
with its purposes.
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Stock
Subject to the Plan .
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3.01
General Limitation . Subject to adjustment as
provided in Section 12 hereof, the aggregate number of shares of
Common Stock for which Awards may be issued under this Plan may not
exceed 1,500,000 shares. Reserved shares may be either
authorized but unissued shares or treasury shares, in the
Board’s discretion. If any Award shall terminate,
expire, be cancelled or forfeited as to any number of shares of
Common Stock (other than a cancellation within the meaning of Code
section 162(m)), new Awards may thereafter be awarded with respect
to such shares.
3.02
Individual Limitations . Subject to adjustment as
provided in Section 12 of the Plan:
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the maximum
number of shares of Common Stock with respect to which Awards may
be granted to any individual during any one calendar year is
200,000 shares; and
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the maximum
number of shares of Common Stock with respect to Qualified
Performance-Based Awards that can be paid to any Covered Employee
under the Plan for a Performance Period is 100,000
shares.
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3.03
Incentive Stock Option Limitation . Subject to
adjustment as provided in Section 12 of the Plan, the maximum
number of shares of Common Stock for which Awards may be granted
under the Plan pursuant to ISOs shall be 500,000.
3.04
Restricted Stock Limitation . Subject to
adjustment as provided in Section 12 of the Plan, the maximum
number of shares of Common Stock for which Awards of Restricted
Stock or Restricted Stock Units may be granted under the Plan shall
be 500,000.
The Committee shall administer the
Plan. All determinations of the Committee are made by a
majority vote of its members. The Committee’s
determinations are final and binding on all
Participants. In addition to any other powers set forth
in this Plan, the Committee has the following powers:
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to construe and
interpret the Plan;
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to establish,
amend and rescind appropriate rules and regulations relating to the
Plan;
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subject to the
terms of the Plan, to select the individuals who will receive
Awards, the times when they will receive them, the form of
agreements which evidence such Awards, the number of Options,
Restricted Stock, Restricted Stock Units and/or SARs to be subject
to each Award, the Option Price, the vesting schedule (including
any performance targets to be achieved in connection with the
vesting of any Award), the expiration date applicable to each Award
and other terms, provisions and restrictions of the Awards (which
need not be identical) and subject to Section 18 hereof, to amend
or modify any of the terms of outstanding Awards provided, however,
that except as permitted by Section 12.01, no outstanding Award may
be repriced, whether through cancellation of the Award and the
grant of a new Award, or the amendment of the Award, without the
approval of the stockholders of the Company;
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to contest on
behalf of the Company or Participants, at the expense of the
Company, any ruling or decision on any matter relating to the Plan
or to any Awards;
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generally, to
administer the Plan, and to take all such steps and make all such
determinations in connection with the Plan and the Awards granted
thereunder as it may deem necessary or advisable; and
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to determine
the form in which tax withholding under Section 16 of this Plan
will be made ( i.e. , cash, Common Stock or a combination
thereof).
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Except to the
extent prohibited by applicable law or the applicable rules of a
stock exchange, and except with respect to any Qualified
Performance-Based Award intended to satisfy the requirements of
Code section 162(m), the Committee may allocate all or any portion
of its responsibilities and powers to any one or more of its
members and may delegate all or any part of its responsibilities
and powers to any person or persons selected by it. Any
such allocation or delegation may be revoked by the Committee at
any time.
Present and future directors, officers and
employees of the Company or any Subsidiary or Affiliate shall be
eligible to participate in the Plan. The Committee from
time to time shall select those officers, directors and employees
of the Company and any Subsidiary or Affiliate of the Company who
shall be designated as Participants and shall designate in
accordance with the terms of the Plan the number, if any, of ISOs,
NSOs, SARs, Restricted Stock Units and shares of Restricted Stock
or any combination thereof, to be awarded to each
Participant.
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Terms and
Conditions of Non-Qualified Stock Options .
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