Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 27 106K
2: EX-2 Agreement and Plan of Merger 75 214K
3: EX-4.I Form of 6-7/8% Notes Due November 1, 2006 4 23K
4: EX-10.F Mdc Senior Executive Financial/Legal Services Plan 4 13K
5: EX-10.G Deferred Comp. Plan for Nonemployee Directors 7 29K
6: EX-10.L Employment Agreement 12 46K
7: EX-10.M Restricted Stock Award Agreement 3 18K
8: EX-10.N Form of Termination Benefits Agreement 21 95K
9: EX-10.O Settlement Agreement 9 39K
10: EX-10.P Settlement Agreement 10 40K
11: EX-10.S Form of 1997 Pars Agreement-Service Based 4 20K
12: EX-10.T Form of 1997 Pars Agreement - Performance Based 5 23K
13: EX-11 Computation of Earnings Per Share 1 7K
14: EX-12 Computation of Ratio of Earnings to Fixed Charges 1 9K
15: EX-13 Annual Report to Shareholders 69 254K
16: EX-21 Subsidiaries 1 8K
17: EX-23 Consents of Independent Auditors 2 13K
18: EX-27 Financial Data Schedule 1 9K
EX-10.G — Deferred Comp. Plan for Nonemployee Directors
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6 March 1995
MCDONNELL DOUGLAS CORPORATION
DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
SECTION 1. PURPOSE
The purpose of the McDonnell Douglas Corporation Deferred
Compensation Plan for Nonemployee Directors (the "Plan") is to promote the
interests of the Company and its stockholders by providing nonemployee members
of the Board of Directors with an opportunity to acquire stock in the Company
and thereby reinforce the mutuality of interest between such directors and the
Company's stockholders.
SECTION 2. DEFINITIONS
When used herein, the following terms shall have the following
meanings:
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the Nominating Committee of the Company.
(c) "Common Stock" means the common stock, $1.00 par value per share,
of the Company.
(d) "Company" means McDonnell Douglas Corporation.
(e) "Effective Date" means January 1, 1993.
(f) "Fair Market Value" means the per share value of Common Stock as
determined by using the mean between the high and low selling prices of
such Common Stock on the New York Stock Exchange as reported in The Wall
Street Journal (or other financial newspaper).
(g) "Participant" means any member of the Board who is not a full-time
employee of the Company.
(h) "Payment Date" means a date within 60 days after the end of each
Year.
(i) "Restricted Common Stock" means Common Stock that is subject to
the Restrictions, and any new, additional or different securities a
Participant may become entitled to receive with respect to any such Common
Stock by virtue of a stock split or any other change in the corporate or
capital structure of the Company.
(j) "Restricted Period" means the period of time during which shares
of Common Stock and/or cash compensation provided under the Plan are
subject to Restrictions.
(k) "Restrictions" means the restrictions on transfer and the risk of
forfeiture set forth in Section 8 of the Plan.
(l) "Year" means the period of time beginning on the date of an annual
meeting of the stockholders of the Company and ending on the date of the
annual meeting of the stockholders in the following year; provided,
however, that the first Year of the Plan begins on the Effective Date and
ends on April 30, 1993.
SECTION 3. ADMINISTRATION
The Plan shall be administered by the Committee. A majority of the
members of the Committee shall constitute a quorum. The Committee may act at
a meeting, including a telephone meeting, by action of a majority of the
members present, or without a meeting by unanimous written consent.
Subject to the provisions of the Plan, the Committee shall have the
authority to:
(a) establish from time to time any guidelines deemed necessary or
appropriate for the administration or interpretation of the Plan, interpret
the Plan, and make all determinations and take all other actions considered
necessary or advisable for the administration of the Plan;
(b) cause records to be established relating to operation of the Plan;
and
(c) cause the giving of appropriate instructions to the Company
regarding payments to Participants.
Non-employee members of the Committee shall be entitled to
participate under the Plan. All decisions, actions or interpretations of the
Committee that are within the scope of this Section 3 shall be final,
conclusive and binding upon all parties.
SECTION 4. PARTICIPATION
Participation in the Plan shall be limited to members of the Board
who are not full-time employees of the Company. Each individual who was a
nonemployee member of the Board on the Effective Date shall be a Participant
as of that date. Each individual who becomes a nonemployee member of the Board
thereafter and while this Plan is in effect shall become a Participant at the
time of election or appointment to the Board or at the time of their change in
status from full-time employment to a nonemployee member of the Board. For the
purpose of this Plan, the term "full-time employee" shall mean a person
employed by the Company on the basis of at least a 35 hour work week.
SECTION 5. DEFERRED COMPENSATION; ELECTIONS
(a) Subject to the terms and conditions hereof, as additional
consideration for their services as members of the Board, Participants shall
be entitled to receive, as part of their annual retainer fee and at the
election of each Participant, either--
(i) 450 shares of Restricted Common Stock; or
(ii) cash in an amount equal to the Fair Market Value of 450
shares of Restricted Common Stock on the last day of
the Year (or if such day is not a business day, on the
next preceding business day).
(b) The election to receive cash or Restricted Common Stock shall be
made by each Participant by filing with the Committee a written, election
pursuant to which the Participant shall notify the Committee of his election to
receive Restricted Common Stock or the equivalent cash compensation.
(c) The election contemplated by this Section 5 shall be irrevocable
unless and until the Plan is subject to the amended Rule 16b-3, promulgated by
the Securities and Exchange Commission on February 8, 1991. Thereafter,
elections may be made for each Year of the Plan, within 30 days before the end
of such Year and, once made, shall be irrevocable only with respect to that
Year. The Secretary of the Company shall notify the Committee when the Plan is
first subject to amended Rule 16b-3 and the Committee shall thereupon notify
each Participant.
(d) Neither the provisions of this Section 5 nor any action taken
under the Plan shall be construed as giving any Participant the right to be
reappointed or renominated as a director of the Company.
SECTION 6. TERMS AND CONDITIONS
(a) To the extent a Participant elects to receive cash under Section
5(a)(ii), on the Payment Date the Committee shall so advise the Treasurer of
the Company who shall credit the amount of that cash compensation to the
account of the electing Participant. The Treasurer shall issue to each such
Participant a receipt evidencing the amount so credited for his account. Such
accounts shall be bookkeeping entries only; no special bank account shall be
created for any Participant in respect of the Plan and Participants shall be
general creditors of the Company to the extent of cash payable pursuant hereto.
A Participant shall be entitled to the delivery of cash only in accordance with
Sections 9 and 10 hereof.
(b) To the extent a Participant elects to receive Restricted Common
Stock under Section 5(a)(i), such Participant shall execute appropriate blank
stock powers with respect to that Restricted Common Stock. On the Payment Date,
stock certificates for such Restricted Common Stock registered in the name of
each such Participant shall be issued (with appropriate restrictive legends)
and deposited, together with the stock powers, with the Treasurer of the
Company. The Treasurer shall issue to each such Participant a receipt
evidencing any stock certificate registered in the Participant's name and held
by the Treasurer. A Participant shall be entitled to the delivery of such stock
certificates only in accordance with the provisions of Sections 9 and 10 of the
Plan. All Common Stock or other securities issued in substitution for Common
Stock held by the Treasurer from time to time, whether such Common Stock or
securities are issued by the Company or by another issuer, and all cash or
other property received by the Treasurer on account of a redemption of the
Restricted Common Stock or the liquidation of the Company, shall be treated as
Common Stock and shall be subject to all of the terms and conditions of the
Restricted Common Stock and shall be delivered to a Participant or to the
Company as if it were the portion of Common Stock regarding which they were
issued.
(c) The Committee may impose such restrictions on the resale of
Common Stock by Participants as the Committee deems necessary to comply with
the registration provisions of the Securities Act of 1933, as amended, and may
cause an appropriate restrictive legend to be placed on the certificates for
the Common Stock delivered to the Participants hereunder.
SECTION 7. RIGHTS OF PARTICIPANTS
Except for the Restrictions under Section 8 below, each Participant
shall have all of the rights and privileges of a stockholder of the Company as
to his or her Restricted Common Stock, including the right to receive any cash
and stock dividends declared with respect to such Common Stock and to exercise
voting rights.
SECTION 8. RESTRICTIONS
The cash compensation and the Restricted Common Stock compensation
shall be subject to the following Restrictions, which shall apply from the
Payment Date and shall continue until such cash and Common Stock become vested
pursuant to the provisions of Section 9 or Section 10:
(a) Neither the Restricted Common Stock nor the cash may be
transferable other than pursuant to a revocable beneficiary designation or by
will or by the laws of descent and distribution, and no transfer pursuant to a
revocable beneficiary designation or by will or by the laws of descent and
distribution shall be effective to bind the Company unless the Committee shall
have been furnished with such evidence as the Committee may deem necessary to
establish the validity of the transfer.
(b) Each Participant's right to any cash or Restricted Common Stock
hereunder shall be forfeited if and when such Participant ceases to be a
Participant, except to the extent that the Participant's right to receive the
cash and Common Stock without Restrictions shall have vested under Section 9
or Section 10. If forfeited, all such cash and stock shall become the property
of the Company and all of the rights of such Participant to such cash and
Common Stock and as a stockholder (including the right to any accrued but
unpaid dividends) shall terminate without further obligation on the part of
the Company.
SECTION 9. VESTING
The right of each Participant to removal of the Restrictions from
cash and Restricted Common Stock held for the account of such Participant
shall vest and the Restricted Period shall end upon the earlier of (i) ten
years from the date of grant, or (ii) the Participant's retirement from the
Board in accordance with MDC Bd. Res. 706, as it may be amended. At the end of
the Restricted Period, the Treasurer shall deliver all cash and stock
certificates evidencing all Common Stock held by the Treasurer for that
Participant (to the nearest full share) to the Participant, or the legal
representative of such Participant, free of the Restrictions set forth in
Section 8 above.
SECTION 10. DISABILITY, DEATH OR TERMINATION BY REASON OF CONFLICT
If any Participant's membership on the Board terminates because of (i)
inability by reason of illness or accident to perform the duties for which
such Participant was elected or appointed, (ii) such Participant's death, or
(iii) a conflict of interest which prohibits the Participant's continued
service as a director (provided the conflict did not arise as a result of a
breach of the Participant's fiduciary duty), the expiration date of the
Restricted Period for such Participant shall be advanced to the date of such
termination of membership on the Board and the full balance of cash and
Restricted Common Stock in such Participant's account shall be delivered as
provided in Section 6.
SECTION 11. SIX MONTH HOLDING PERIOD REQUIREMENT
The provisions of Sections 9 and 10 notwithstanding, all Restricted
Common Stock issued hereunder must be held for at least six months prior to
any disposition by a Participant (except pursuant to transfers permitted under
Section 8(a)). The six-month holding period as to any Restricted Common Stock
shall commence on the Payment Date for such stock.
SECTION 12. CHANGE OF CONTROL
The obligations of the Company under the Plan shall be binding upon
any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the assets and
business of the Company. The Company agrees that it will make appropriate
provisions for the preservation of all Participants' rights under the Plan in
any agreement or plan that it may enter into or adopt to effect any such
merger, consolidation, reorganization or transfer of assets.
SECTION 13. CERTAIN ADJUSTMENTS TO SHARES
In the event of any change in the Common Stock by reason of any
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares, or any rights offering to purchase Common
Stock at a price substantially below Fair Market Value, or of any similar change
affecting the Stock, the number and kind of shares subject to Restrictions under
this Plan shall be appropriately adjusted by the Committee to prevent
substantial dilution of the rights of the Participants hereunder. Any adjustment
so made shall be firm and binding upon the Participant.
SECTION 14. NONALIENATION OF BENEFITS
Except as provided in Section 8, a Participant shall not assign,
sell, encumber, transfer or otherwise dispose of any rights or interests
under the Plan and any attempted disposition shall be null and void.
SECTION 15. SECTION 83(b) ELECTIONS
If a Participant shall file an election with the Internal Revenue
Service to include cash or the Fair Market Value of any shares of Restricted
Common Stock in his or her gross income as of the Payment Date for such
compensation, the Participant shall promptly furnish the Company with a copy
of such election.
SECTION 16. PAYMENTS TO PERSONS OTHER THAN PARTICIPANTS
If the Committee shall find that any person to whom any amount is
payable under the Plan is unable to care for his or her affairs because of
illness or accident, or is a minor, or has died, then any payment due to such
person or such person's estate (unless a prior claim therefor has been made by
a duly appointed legal representative) may, if the Committee so directs, be
paid to such person's spouse, child, relative, an institution maintaining or
having custody of such person, or any other person deemed by the Committee to
be a proper recipient on behalf of such person. Any such payment shall be a
complete discharge of the liability of the Committee and the Company therefor.
SECTION 17. NO LIABILITY OF COMMITTEE MEMBERS
No member of the Committee shall be personally liable by reason of
any contract or other instrument executed by such member or on his behalf in
his capacity as a member of the Committee or for any mistake of judgment made
in good faith, and the Company shall indemnify and hold harmless each
employee, officer or director of the Company to whom any duty or power
relating to the administration or interpretation of the Plan may be allocated
or delegated against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim) arising out of any act or
omission to act in connection with the Plan unless arising out of such
person's own fraud or bad faith.
SECTION 18. AMENDMENT OR TERMINATION
The Board of Directors may, with prospective or retroactive effect,
suspend or terminate the Plan or any portion thereof at any time or amend the
Plan provided, however, that no amendment, suspension or termination of the
Plan shall deprive any Participant of any rights previously accrued under the
Plan without the Participant's written consent.
Subject to earlier termination pursuant to the provisions of this
Section, and unless the Board shall have approved an extension of the Plan
beyond such date, the Plan shall terminate upon the tenth anniversary of the
Effective Date. Compensation deferred and subject to Restrictions at the
termination or expiration of the Plan shall continue in full force and effect
and shall not be affected thereby.
SECTION 19. GOVERNING LAW
The Plan shall be governed by and construed in accordance with the
laws of Missouri, without reference to the principles of conflicts of law
thereof.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Corrected on: | | 5/29/97 |
| Filed on: | | 3/17/97 | | | | | | | DEF 14A |
| For Period End: | | 12/31/96 |
| | 4/30/93 | | 2 |
| | 1/1/93 | | 1 |
| List all Filings |
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