Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 81 473K
2: EX-10.A.6 Material Contract 10 54K
3: EX-10.A.9 Material Contract 15 87K
4: EX-10.B.2 Material Contract 5 17K
5: EX-10.B.3 Material Contract 71 127K
6: EX-11 Statement re: Computation of Earnings Per Share 2± 12K
7: EX-12 Statement re: Computation of Ratios 2± 12K
8: EX-21 Subsidiaries of the Registrant 5 27K
9: EX-23 Consent of Experts or Counsel 1 9K
10: EX-24 Power of Attorney 13 26K
EX-10.B.2 — Material Contract
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EXHIBIT 10-B-2
(As amended on December 2, 1993)
CHRYSLER CORPORATION
LONG-TERM PERFORMANCE PLAN
(Being the Terms and Conditions of the Performance
Stock Unit Provisions of the Chrysler Corporation
1991 Stock Compensation Plan)
Effective May 16, 1991
1. PURPOSE
The purpose of the Chrysler Corporation Long-Term Performance Plan
(below called the Plan) is to provide an incentive to the officers and
key executives (below called collectively Employees) of Chrysler
Corporation (below called Chrysler), its subsidiaries and its Related
Entities (as defined in the Stock Compensation Plan) (Chrysler, its
subsidiaries and Related Entities collectively below called the
Corporation) by enabling them to earn shares of common stock of
Chrysler (below called the Chrysler Common Stock) as a reward for the
achievement of long-term goals and objectives of the Corporation. The
Plan sets forth the terms and conditions of performance stock unit
awards granted by the Committee (as defined below) under the Stock
Compensation Plan (as defined below). All capitalized terms used below
shall have the meanings ascribed to them in Section 2 below.
2. DEFINITIONS
"Board" - means the Board of Directors of Chrysler.
"Change in Control" - has the meaning set forth in the Stock
Compensation Plan.
"Committee" - means the Stock Option Committee of the Board, being the
committee appointed by the Board to administer the performance stock
unit provisions of the Stock Compensation Plan.
"Fair Market Value" - means for purposes of Performance Shares, the
mean of the high and low trading prices of Chrysler Common Stock on
the date on which it is to be valued hereunder, as reported on the New
York Stock Exchange, or if the Exchange is closed on such day, the next
preceding day on which the Exchange was open for trading.
"Participant" - means an Employee who is selected by the Committee to
receive an award of Performance Shares under the Stock Compensation
Plan.
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"Performance Cycle" or "Cycle" - means the period of years determined
by the Committee during which the performance of the Corporation is
measured for the purpose of determining the extent to which an award of
Performance Shares has been earned.
"Performance Goals" - means the objectives for the Corporation
established by the Committee for a Performance Cycle, for the purpose
of determining the extent to which Performance Shares which have been
contingently awarded for such Cycle are earned.
"Performance Share" - means an award expressed as one share of Chrysler
Common Stock contingently awarded under the Stock Compensation Plan
(also termed, under the Stock Compensation Plan, a Performance Stock
Unit), the terms and conditions of which award are governed by this
Plan.
"Stock Compensation Plan" - means the Chrysler Corporation 1991 Stock
Compensation Plan.
3. STOCK OPTION COMMITTEE
The Board has appointed not less than three Directors of Chrysler to be
the Committee to administer this Plan. All of the members of the
Committee are "disinterested persons" (which term as used herein shall
have the meaning ascribed to it in Rule 16b-3 under the Securities
Exchange Act of 1934, or in any amendment thereof in effect at the
relevant time). The Committee shall have authority, in its discretion,
to amend the terms of this Plan and to prescribe, amend, and rescind
rules and regulations relating to this Plan.
4. ELIGIBILITY
All Eligible Employees (as defined in the Stock Compensation Plan) are
eligible to be Participants under the Stock Compensation Plan.
5. PERFORMANCE CYCLES
During 1991 the Committee shall establish Performance Cycles for the
years 1991 through 1993. During each of the years 1992 and thereafter
the Committee may, but may not be required to, establish a new
Performance Cycle with respect to a future period, which shall not be
less than two nor more than five years. The Committee shall have sole
and complete authority to determine the duration of each Performance
Cycle. More than one Performance Cycle may be in effect at any one
time, and the duration of one Performance Cycle may differ from
another.
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6. PERFORMANCE GOALS
The Committee shall establish Performance Goals for each Performance
Cycle consisting of such criteria and for the accomplishment of such
corporate objectives as the Committee may from time to time select.
During any Cycle, the Committee may adjust the Performance Goals for
such Cycle as it deems equitable in recognition of unusual or
non-recurring events affecting the Corporation or changes in applicable
tax laws or accounting principles.
7. PERFORMANCE AWARDS
At the commencement of each Performance Cycle the Committee shall (a)
award to each Participant the number of Performance Shares that would
be deliverable to the Participant after the end of the Performance
Cycle if the Performance Goals for that Cycle are fully achieved at a
100% level of performance and (b) establish a range within which
greater or lesser percentages (including a minimum and maximum
percentage) of the number of shares awarded as Performance Shares would
be earned. The maximum of such range shall not exceed 125% of the
number of shares awarded as Performance Shares.
When a person becomes employed by the Corporation in, or is promoted by
the Corporation to, a position that constitutes him an Employee
eligible to participate in the Plan, the Committee may, in its sole
discretion, award to such person Performance Shares for one or more
Performance Cycles commenced and then in progress.
The Committee may, in its sole discretion, supplement any award
previously made to any Participant and not yet earned out and paid.
8. PAYMENT OF PERFORMANCE SHARES
After the end of each Performance Cycle, the Committee shall determine
the percentage of the Performance Shares which were earned by each
Participant. Such determination shall be made by considering the
Corporation's performance in relation to the Performance Goals
established for that Performance Cycle and deriving therefrom a
percentage of attainment of the Performance Goals. Such percentage
(but not more than 125%) multiplied by the number of shares awarded as
Performance Shares to each Participant shall be the number of shares of
Chrysler Common Stock earned and to be delivered to such Participant.
Such shares shall be shares held by the Corporation in its treasury.
Effective on and after December 2, 1993, a Participant may elect, on or
after the date of grant of any award and before
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the year in which such award is to be paid, to defer receipt of all or
any portion of the Performance Shares deliverable to such Participant
upon earning such award, subject to the terms and conditions contained
in any applicable deferral, savings or similar plan or arrangement.
9. DIVIDEND EQUIVALENTS
Participants shall be entitled to receive cash payments equivalent to
the dividend payments, if any, made to the owners of Chrysler Common
Stock during the Performance Cycle, on the dates such dividend payments
are made. Such payments are payable from and after the date
Performance Shares are awarded (i.e., during the relevant Performance
Cycle) without regard to the attainment of Performance Goals.
10. TERMINATION OF EMPLOYMENT
A Participant must be an Employee at the end of a Performance Cycle in
order to be entitled to payment of Performance Shares in respect of
such Cycle; provided, however, that in the event a Participant ceases
to be an Employee prior to the end of that Cycle (a) by reason of
death, disability under any disability plan of the Corporation, or
retirement at or after age 65 under a pension plan of the Corporation,
he (or the legal representative of his estate or his legatees) shall
continue to earn, as if he had not ceased to be an Employee, any
Performance Shares awarded to him for that Cycle, or (b) by reason of
layoff, or by reason of retirement before age 65 under a pension plan
of the Corporation, the Committee, in its discretion and after taking
into consideration the performance of such Participant and the
performance of the Corporation during the Cycle, may authorize payment
to such Participant with respect to some or all of the Performance
Shares awarded to him for that Cycle. No award of Performance Shares
shall confer upon any Employee any right to continued employment with
the Corporation nor shall it interfere with the right of the
Corporation to terminate the employment of any Employee at any time.
11. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate
structure or capitalization affecting the Chrysler Common Stock,
outstanding awards of Performance Shares shall be adjusted as and to
the extent provided in Section 3 of the Stock Compensation Plan.
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12. CHANGE IN CONTROL
A Change in Control shall have the effects set forth in Section 12 of
the Stock Compensation Plan.
13. INTERPRETATION
The Committee shall have full power and authority to interpret and
construe this Plan and its interpreting and construing of this Plan and
acts and determinations pursuant to this Plan in good faith shall be
final and conclusive, and binding upon the Participants. This Plan
sets forth the terms and conditions of awards of Performance Shares
under the Stock Compensation Plan; the provisions of the Stock
Compensation Plan and the interpretations thereof, to the extent
applicable, shall govern in the event of any conflict with the
provisions of this Plan and the interpretations thereof.
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: | | 2/4/94 | | | | | | | None on these Dates |
| For Period End: | | 12/31/93 |
| | 12/2/93 | | 1 | | 3 |
| List all Filings |
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