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Title: |
Directors' Common Stock Plan |
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Date: |
2001 |
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Preview shows 5KB of 16KB total |
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Price: |
$33 |
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ID: |
#218629 |
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PPG INDUSTRIES, INC.
DIRECTORS' COMMON STOCK PLAN
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1. PURPOSE. The purpose of this Plan is to align the financial interests of
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the Company's shareholders with those of its Non-Employee Directors by
providing such Directors with compensation in the form of Company Common
Stock.
2. DEFINITIONS.
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"Account" means the account maintained for each Non-Employee Director to
which Common Stock Equivalents and Dividend Equivalents are credited.
"Annual Contribution" means the Common Stock Equivalents credited to an
Account each year under Section 4.1.
"Beneficiary" means the person or entity designated by the Participant or
the Participant's legal representative as provided under Section 9.
"Board" means the Board of Directors of the Company.
"Change in Control" has the same meaning as given to that term in the PPG
Industries, Inc. Deferred Compensation Plan for Directors, as such plan may
be amended from time to time.
"Committee" means the Officers-Directors Compensation Committee of the
Board.
"Common Stock" means the common stock, par value $1.66 2/3 per share, of
the Company.
"Common Stock Equivalent" means a hypothetical share of Common Stock.
"Company" means PPG Industries, Inc.
1
{PAGE}
"Dividend Equivalent" means an additional number of Common Stock
Equivalents the Company shall credit to each Account as of each dividend
payment date declared with respect to the Company's Common Stock. The
additional number of Common Stock Equivalents to be credited to each
Account shall be equal to:
(a) the product of (i) the dividend per share of the Common Stock
which is payable as of the dividend payment date, multiplied by
(ii) the number of whole Common Stock Equivalents credited to the
Account as of the applicable dividend record date;
DIVIDED BY
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(b) the closing price of a share of the Common Stock on the dividend
payment date (or if such stock was not traded on that date, on
the next preceding date on which it was traded), as reported in
the New York Stock Exchange Composite Transactions.
"Non-Employee Director" means a director of the Company who is not a
present or former employee of the Company or any of its subsidiaries.
"Participant" means a Non-Employee Director who has become eligible to
receive benefits under this Plan. A Non-Employee Director becomes a
Participant when he or she (1) resigns from the Board and (2) attains 70
years of age; provided however, that the Committee may waive the
requirement that the Participant attain 70 years of age.
"Plan" means the PPG Industries, Inc. Directors' Common Stock Plan.
"Retainer" means the base annual retainer fee paid to each Non-Employee
Director by the Company. It does not include committee retainer fees,
meeting attendance fees, committee chairperson's retainer fees or any other
compensation other than the base annual retainer fee.
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{PAGE}
"Service" means the period of time a Non-Employee Director serves on the
Board.
3. EFFECTIVE DATE. This Plan shall be effective on and after January 1, 1988.
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4. CREDITING ACCOUNTS.
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4.1 Each year on the day following the Annual Meeting of Shareholders of the
Company, the Company shall credit the Account of each Non-Employee Director
who serves on the Board on that day with the number of Common Stock
Equivalents determined by dividing one-half of such Director's Retainer by
the average closing price of the Common Stock in the New York Stock
Exchange Composite Transactions during the 5 days for which such price is
available immediately preceding such day of crediting. The Account of any
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