Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 23 102K
2: EX-3 Bylaws 13 46K
5: EX-10 Compensation Plan for Nonemployee Directors 7 31K
4: EX-10 Performance Sharing Plan 4 19K
3: EX-10 Senior Executive Performance Sharing Plan 4 18K
9: EX-10 Settlement Agreement 8 35K
6: EX-10 Stonecipher Amended Employment Agreement 15 67K
7: EX-10 Stonecipher Stock Option Agreement 3 15K
8: EX-10 Termination Benefits Agreement 21 98K
10: EX-11 Computation of Earnings Per Share 1 7K
11: EX-12 Computation of Ratio of Earnings to Fixed Charges 1 8K
12: EX-13 Annual Report to Shareholders 71 277K
13: EX-21 Subsidiaries 1 7K
14: EX-23 Consents of Independent Auditors 2 12K
15: EX-27 Financial Data Schedule 1 10K
EX-10 — Compensation Plan for Nonemployee Directors
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1 Exhibit 10(g)
MCDONNELL DOUGLAS CORPORATION
1995 Compensation Plan For Nonemployee Directors
1. Purpose.
The purpose of the McDonnell Douglas Corporation 1995 Compensation
Plan for Nonemployee Directors (the "Plan") is to promote the interests
of the Company and its shareholders by basing a substantial part of the
compensation of nonemployee members of the Board of Directors of the
Company on the performance of the Company's capital stock and thereby
reinforcing the mutuality of interest between such directors and the
Company's shareholders.
2. Definitions.
When used herein, the following terms shall have the following
meanings:
(a) "Administrator" means the officer or employee of the Company
designated by the Committee from time to time to administer the
provisions of this Plan, or, in the absence of any such designation, the
Committee.
(b) "Annual Board Retainer Units" means the number of Units
calculated by dividing the dollar amount of annual board retainer
compensation established annually by the Board by the average Fair Market
Value during the 10 business day period beginning on the third business
day after the Company's annual earnings press release in January.
(c) "Board" means the Board of Directors of the Company.
(d) "Committee" means the Nominating Committee of the Company.
(e) "Common Stock" means the common stock, $1.00 par value per
share, of the Company.
(f) "Company" means McDonnell Douglas Corporation.
(g) "Effective Date" means April 1, 1995.
(h) "Fair Market Value" means the closing price of a Share on the
New York Stock Exchange on a given date or, in the absence of sales on a
given date, the closing price on the New York Stock Exchange on the last
day on which a sale occurred prior to such date.
(i) "Meeting and Committee Fees" means such committee retainers and
Board and committee attendance fees for Board and committee meetings to
which a Participant shall be entitled by virtue of his or her service as
a Director of the Company.
(j) "Notice of Election" has the meaning set forth in Section 6(a).
(k) "Participant" means any member of the Board who is eligible to
participate in this Plan pursuant to Section 4.
(l) "Prime Rate" means the prime rate as published in The Wall
Street Journal on a given date or, in the absence of a published rate on
such date, the prime rate so published on the preceding business day or,
in the absence of published rate on such date, the prime rate as
conclusively determined by the Committee, in its discretion.
(m) "Share" means a share of Common Stock.
(n) "Subsidiary" means any corporation, other than the Company, in
an unbroken chain of corporations beginning with the Company, if each of
the corporations, other than the last corporation in the unbroken chain,
owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the corporations in such chain.
(o) "Units" means a unit, payable only in cash, designated in the
accounting records of the Company as equivalent to one Share.
(p) "Valuation Date" means the date of a Participant's death, or
termination of service as a Director of the Company.
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. The Committee may from time to time delegate the responsibility
for administering the Plan to an officer or employee of the Company.
Subject to the provisions of the Plan, the Committee shall have full
power and authority to: (i) establish from time to time any guidelines
deemed necessary or appropriate for the administration or interpretation
of the Plan, construe and interpret the Plan, and make all determinations
and take all other actions considered necessary or advisable for the
administration of the Plan; (ii) cause records to be established relating
to operation of the Plan; and (iii) cause the giving of appropriate
instructions to the Company regarding payments to Participants. All
decisions, actions and interpretations of the Committee shall be final,
conclusive and binding upon all parties, including the successors and
assigns of the Company.
4. Eligibility.
Each Director of the Company who is not also an employee of the
Company or any Subsidiary shall have the right to participate in this
Plan, even if such Director is a member of the Committee.
5. Retainer and Meeting and Committee Fees.
(a) Board Retainer Fees. The Company shall establish a
bookkeeping account for each Participant and shall credit to such
account: (i) in the case of a Participant who serves as a Director of the
Company during an entire fiscal quarter, one-fourth of the Annual Board
Retainer Units, effective as of the last day of such fiscal quarter; (ii)
in the case of a Participant who ceases to serve as a Director of the
Company during a fiscal quarter, a pro rata portion of one-fourth of the
Annual Board Retainer Units based on the number of days of service during
such quarter, effective as of the date of termination of service during
such quarter; and (iii) in the case of a Participant who commences
service as a Director of the Company during a fiscal quarter, a pro rata
portion of one-fourth of the Annual Board Retainer Units based on the
number of days of service during such quarter, effective as of the last
day of such fiscal quarter.
(b) Meeting and Committee Fees. Each Participant shall have
the right to continue to receive Meeting and Committee Fees in cash, as
provided from time to time by the Board, or, alternatively, to elect to
defer the payment of all or any portion of the Meeting and Committee Fees
to which such Director would otherwise be entitled, through the
conversion of such Meeting and Committee Fees into Units. The Company
shall credit to the Participant's account a number of full and fractional
Units equal to the number of full and fractional Shares which could be
purchased with such deferred Meeting and Committee Fees based on the Fair
Market Value on the date such Fees would have been paid had there been no
deferral.
(c) Cash Dividends. The account of each Participant shall be
credited with additional full and fractional Units equal in value to
dividends which he or she would have received if such Participant had
been the owner of a number of Shares equal to the number of Units in his
or her account on the dividend record date. The price per share for
converting dividends into such additional Units shall be the Fair Market
Value as of the payment dates for such dividends. No such dividend
credits shall be made on or after the applicable Valuation Date. No
Participant shall be deemed to be the owner of any Shares pursuant to
this Plan.
(d) Adjustments. In the event there is any change in the
outstanding Shares of the Company by reason of any stock split, stock
dividend, spin-off, split-up, spin-out, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares or any
similar transaction, the Unit account of a Participant shall be
appropriately adjusted to reflect such action if such action consists of
distribution of Company stock. If such action consists of any other
distribution, the value of such distribution shall be converted to Units
on the date of such distribution, as conclusively determined by the
Committee, in its discretion.
6. Election.
(a) Notice of Election. Each Participant who wishes either
(x) to defer the payment of Meeting and Committee Fees through the
conversion of such Fees into Units, or (y) to elect an optional
installment method of payment, shall execute and deliver to the
Administrator a "Notice of Election" in form reasonably acceptable to the
Administrator. Such Notice shall provide, as applicable, (i) the
percentage or amount of Meeting and Committee Fees, if any, to be
deferred, (ii) the date such deferral is to commence, (iii) the manner of
distribution, (iv) the beneficiary designations of the Participant, if
any, and (v) such other matters as the Administrator shall reasonably
specify. An election to defer payment of Meeting and Committee Fees
shall be applicable only to Units or Meeting and Committee Fees earned by
reason of services rendered in the calendar year beginning after the date
of such Notice; provided, that an election in 1995 shall be applicable to
any such Fees earned subsequent to the date of such election. An
election for an optional installment method of payment must be made at
least one year prior to the date of the payment to which the election
relates.
(b) Modification of Election. An election to defer Meeting
and Committee Fees shall continue in effect until modified by a
subsequent "Notice of Election," provided, however, that (i) every
election to defer Meeting and Committee Fees shall be irrevocable as to
Units earned prior to the date of modification and (ii) such election to
defer may not be revoked and may not be changed more frequently than once
per calendar year and then only to cease future deferrals or to change
the level of future deferrals. Every election for an optional
installment method shall be made not later than one year prior to the
date Units become payable to the Participant pursuant to Section 7. Any
such modification shall be made in writing to the Administrator and shall
be effective upon the date stated therein.
7. Payment of Deferred Fees.
(a) Lump Sum Payment. No Units shall be payable to a
Participant until his or her death, or termination as a Director.
Subject to Section 9 below, upon the earlier of these events, all such
Units, together with any dividend accruals thereon, as hereafter
provided, shall be payable in a single cash lump sum amount (with Units
converted into cash equal to the Fair Market Value on the Valuation Date
multiplied by the number of Units then being paid) to such Participant,
or his or her beneficiary or estate, within thirty (30) days from the
Valuation Date, unless the Participant shall have designated an optional
installment payment in the Notice of Election (as provided in Paragraph
(b) below), in which event the first such installment shall be paid
within thirty (30) days of such date.
(b) Installment Payments. Installment payments will be made in
approximately equal periodic installments over the period specified in
the Notice of Election, which shall not exceed ten (10) years; provided,
however, that no such installment method of distribution may be elected
which will result in any regular installment being less than $500. In
the event a Participant shall elect such installment method of
distribution, interest will be credited on the undistributed sums,
compounded and adjusted quarterly at the Prime Rate in effect on the last
day of each fiscal quarter. Such interest shall accrue from the
Valuation Date.
8. Designation of Beneficiary.
Each Participant may designate one or more beneficiaries to
receive all sums due to such Participant hereunder upon his or her death.
Such beneficiary designation may be revoked or amended by such
Participant, from time to time, by appropriate notice in writing
delivered to the Administrator. In the absence of any beneficiary
designation or in the event that the designated beneficiaries shall not
be living at the time of death of the Participant, the account value on
the date of death of the Participant shall be payable and delivered to
the estate of such deceased Participant.
9. Death or Incapacity of Participant.
(a) Death. Upon the death of a Participant while serving as a
Director, a cash lump sum equal to the Fair Market Value on the date of
death multiplied by the number of Units credited to his or her account on
such date, plus any Units then due to the Director pursuant to Section 5
hereto, shall be paid to his or her designated beneficiary or estate, as
provided herein. Upon the death of a Director who had previously
terminated as a Director and had elected an installment method of
distribution, all sums remaining undistributed shall be paid in one lump
sum cash amount to his or her designated beneficiary or estate within 30
days of the date of death.
(b) Incapacity. In the event that any person to whom Units
are distributable under the terms of this Plan shall be unable to
properly manage his or her own affairs by reason of incapacity, all
amounts payable hereunder may be paid (at the time otherwise payable) to
a duly appointed personal representative, conservator or guardian or to
any person, firm or a corporation furnishing or providing support and
maintenance to such distributee. The Company and its officers and
employees shall be fully and completely exonerated from all liability to
any distributee upon making payment in accordance with the terms of this
paragraph.
10. Amendment and Termination.
The Committee may at any time amend or terminate this Plan with
respect to Units or Meeting and Committee Fees to be earned on or after
the date of amendment or termination. No action of the Committee may
permit anyone other than the Participants eligible under Section 4 to
participate in the Plan or to withdraw the administration of the Plan
from the Committee or the Administrator who has been designated by the
Committee to administer the Plan.
The Committee also reserves the exclusive right to terminate
this Plan with respect to any individual Participant. If the Plan is
terminated in whole or part, all amounts payable will be promptly
distributed to the affected Participant in a lump sum cash amount, with
interest or dividend equivalent accruals earned to date.
11. Miscellaneous.
(a) Inalienability. No right or payment under this Plan shall
be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge the same shall be null and void. No
right or payment hereunder shall be liable for or subject to the debts,
contracts, liabilities or torts of the person entitled to such benefit.
If any Participant or beneficiary hereunder should become bankrupt or
attempt to anticipate, alienate, sell, assign, pledge, encumber or charge
any right or payment hereunder, then such right or payment shall, in the
discretion of the Committee, terminate. In such a case, the Company may
hold or apply the same or any part thereof for the benefit of the
Participant or beneficiary, his or her spouse, children or other
dependents, or any of them, in such manner and in such proportion as the
Committee shall determine, and its decision shall be final, conclusive
and binding upon all persons involved.
(b) Funding. This Plan is unfunded. Amounts due under this
Plan at any time and from time to time shall be paid from the general
funds of the Company. The Company shall be under no obligation to set
aside funds to provide for amounts payable under this Plan. To the
extent any person acquires a right to benefits payable hereunder, such
right shall be no greater than that of an unsecured general creditor of
the Company. Nothing contained in this Plan and no action taken pursuant
hereto shall create or be construed to create a trust of any kind or
fiduciary relationship between the Company or a Subsidiary and any
Participant or beneficiary of any other person.
(c) No Retention Rights. Nothing in this Plan shall give any
Participant the right to be retained as a director of the Company or any
Subsidiary, nor shall any provision of this Plan require any Participant
to continue as a director of the Company or any Subsidiary or in any
other capacity.
(d) Nature of Payments. The payments provided for herein are
in addition to any payments to which a Participant may become entitled
under any other benefit plan of the Company or any Subsidiary now in
effect or as hereafter amended, and unless otherwise agreed to by the
Participant, shall be in addition to any payments pursuant to any plans
which may supersede any of such present plans, or any other benefit plan
under which the Participant is entitled to benefits.
(e) Duties of Participants. Nothing in this Plan is intended
to subject any Participant to a higher standard of accountability to the
Company or any Subsidiary than the standard of accountability to which
any other director of such company is subject.
(f) Governing Law. This Plan shall be construed in accordance
with and governed by the laws of the State of Missouri.
(g) Section 16. This Plan is intended to comply with the
exemption contained in Rule 16a-1(c)(3), as amended from time to time and
any successor provision thereto, under the Securities Exchange Act of
1934, as amended. Any provision of this Plan that is determined to
conflict with such Rule so as to render Units or interests in this Plan
"derivative securities" within the meaning of Rule 16a-1(c)(3), as
amended from time to time or any successor provision thereto, shall be
null and void.
(h) Separability. In case any provision in this Plan shall be
invalid, illegal or unenforceable, the validity, legality or
unenforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
(i) Construction. The Section and Paragraph headings are for
convenience only and shall not affect the construction hereof.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/25/96 | | | | | | | None on these Dates |
| For Period End: | | 12/31/95 |
| | 4/1/95 | | 1 |
| List all Filings |
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