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Exhibit
10.3
SEQUA CORPORATION
SIX SIGMA RESTRICTED STOCK
PLAN
(As Amended & Restated Effective October 20,
2006)
1.
Purpose
The purpose of the Amended & Restated Six Sigma Restricted
Stock Plan (the "Plan") is to reward those employees of Sequa
Corporation (the "Company") or any of its wholly-owned subsidiaries
("Subsidiaries") who successfully complete certain levels of the
Operational Six Sigma Training Program by awarding them shares of
Class A common stock of the Company (the "Stock"). The
acquisition of a proprietary interest in the Company through
ownership of the Stock will provide such employees with a more
direct stake in the future welfare of the Company and encourage
them to remain with the Company and its Subsidiaries. It is
also expected that the Plan will encourage qualified persons to
seek and accept employment with the Company and its Subsidiaries
and encourage such persons to participate in the Operational Six
Sigma Training Program.
2.
Administration of the Plan.
(a)
The Plan shall be administered by a committee (the "Committee")
appointed from time to time by the Board of Directors of the
Company, which Committee shall consist of not less than one (1)
member of such Board of Directors, and must be comprised solely of
members of the Board of Directors of the Company.
(b)
Subject to the provisions of the Plan, the Committee shall have
full and final authority in its discretion (i) to determine which
employees have successfully completed the relevant Operational Six
Sigma Training Program, (ii) to determine the time or times when
each award will be granted, (iii) to adopt, amend and rescind such
rules and regulations as the Committee deems advisable in the
administration of the Plan , (iv) to construe and interpret the
Plan, the rules and regulations adopted hereunder, and (v) to
make all other determinations deemed necessary or advisable for the
administration of the Plan.
3.
Shares of Stock Subject to the Plan.
(a)
Except as provided in subparagraph 3(b) hereof, the number of
shares that may be issued or transferred pursuant to grants of
awards under this Plan shall not exceed 50,000 shares of the
Company’s Stock. Such shares may be authorized and
unissued shares or previously issued shares acquired or to be
acquired by the Company and held in treasury. Any shares
subject to an award which for any reason is forfeited or terminated
may again be subject to an award under the Plan.
(b)
In the event that the Board of Directors of the Company shall
determine that any dividend in shares of Stock, Stock split,
reverse split, recapitalization, reorganization, merger,
consolidation, spin-off, combination, repurchase or share exchange,
or other similar corporate transaction or event, affects shares of
Stock such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Eligible Employees (as
defined below) under the Plan, then the Board of Directors shall
make such equitable changes and adjustments as it deems appropriate
in (i) the number and kind of shares which may thereafter be issued
under the Plan and (ii) the number and kind of shares, other
securities or other consideration issued or issuable in respect of
outstanding awards under the Plan. Any new or additional
shares of Stock or other securities received by virtue of such
adjustment shall be subject to the same terms, conditions and
restrictions as the shares of Stock giving rise to such
adjustment.
4.
Eligibility
Awards may be granted only to those employees of the Company or
its Subsidiaries who have completed relevant Operational Six Sigma
Training Programs (an "Eligible Employee"), as determined by the
Committee in its sole discretion. Participants in the "Design
for Six Sigma" training program are not eligible for awards under
this Plan.
5.
Duration of the Plan.
Subject to the provisions of paragraph 14 hereof, the Plan shall
remain in effect until all shares subject or which may become
subject to the Plan shall have been granted under the Plan,
provided that no awards may be granted after August 28, 2013.
6.
Awards.
The following awards, subject to the restrictions set forth in
paragraph 7, below, may be granted to Eligible Employees:
(a)
Those employees who have been certified as a Black Belt by the
Committee pursuant to the Operational Six Sigma Training Program
will be eligible for an award of a number of shares of Stock having
a market value equal to $5,000 (rounded to the nearest whole number
of shares). For this purpose, the market value of a share of
Stock shall be the last sales price of the Stock on the New York
Stock Exchange on the day preceding the date of grant (or, if such
Stock was not traded on that date, then on the next preceding date
on which the Stock was traded). Such determination of market
value based on the last sale price of the Stock shall be solely for
the purpose of calculating the number of shares of Stock eligible
to be awarded to an employee pursuant to this subparagraph (a) and
shall not be controlling for tax, accounting or any other
purpose.
(b)
Those employees who have been certified as a Master Black Belt
by the Committee pursuant to the Operational Six Sigma Training
Program will be eligible for an award of a number of shares of
Stock having a market value equal to $25,000 (rounded to the
nearest whole number of shares). For this purpose, the market
value of a share of Stock shall be the last sales price of the
Stock on the New York Stock Exchange on the day preceding the date
of grant (or, if such Stock was not traded on that date, then on
the next preceding date on which the Stock was traded). Such
determination of
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