SON » Topics » 2. DEFINITIONS

These excerpts taken from the SON 10-K filed Feb 27, 2009.

Article 2. Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below, unless otherwise expressly provided; and when the defined meaning is intended, the term is capitalized.

Article 2. Definitions

SIZE="2">Whenever used in the Plan, the following terms shall have the meanings set forth below, unless otherwise expressly provided; and when the defined meaning is intended, the term is capitalized.

STYLE="margin-top:12px;margin-bottom:0px">2.1 Actuarial Equivalent

“Actuarial Equivalent” means the
following:

 





(a)General Rule. Actuarial Equivalent means a benefit having the same value as the benefit which it replaces, computed on the basis of—
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (1)the 1984 Unisex Pension Mortality Table, with no age setback for Participants and a three-year age setback for beneficiaries; and
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 






 (2)interest at 9 percent compounded annually.

 





(b)Lump Sum Payments. Notwithstanding section 2.1(a), the value of a lump sum payment calculated under section 10.3(a)(1) and 10.3(b) shall be computed on the basis of—

 






 (1)the mortality table specified in section 2.1(a)(1); and

 






 (2)an interest rate equal to the discount rate used to compute FAS-87 costs under the Qualified Pension Plan for the Plan Year immediately preceding the Plan Year in which the
distribution occurs, as stated each year in the Company’s annual report to shareholders.
This excerpt taken from the SON DEF 14A filed Mar 14, 2008.
2. DEFINITIONS
 
  2.1.  Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Other Share-Based Award, Performance Award or any other right, interest or option relating to Shares or other property (including cash) granted pursuant to the provisions of the Plan.
 
  2.2.  Award Agreement” shall mean any agreement, contract or other instrument or document evidencing any Award hereunder, including through an electronic medium.
 
  2.3.  Board” shall mean the Board of Directors of the Company.
 
  2.4.  Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
 
  2.5.  Committee” shall mean the Executive Compensation Committee of the Board or a subcommittee thereof formed by the Executive Compensation Committee to act as the Committee hereunder. The Committee shall consist of no fewer than two Directors, each of whom is (i) a “Non-Employee Director” within the meaning of Rule 16b-3 of the Exchange Act, (ii) an “outside director” within the meaning of Section 162(m) of the Code, and (iii) an “independent director” for purpose of the rules and regulations of the New York Stock Exchange (or such other principal securities exchange on which the Shares are traded).
 
  2.6.  Covered Employee” shall mean an employee of the Company or its subsidiaries who is a “covered employee” within the meaning of Section 162(m) of the Code.
 
  2.7.  Director” shall mean a non-employee member of the Board.
 
  2.8.  Dividend Equivalents” shall have the meaning set forth in Section 11.5.
 
  2.9.  Employee” shall mean any employee of the Company or any Subsidiary and any prospective employee conditioned upon, and effective not earlier than, such person becoming an employee of the Company or any Subsidiary. Solely for purposes of the Plan, an Employee shall also mean any consultant or advisor who is a natural person and who provides services to the Company or


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  any Subsidiary, so long as such person (i) renders bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction and (ii) does not directly or indirectly promote or maintain a market for the Company’s securities.
 
  2.10.  Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
 
  2.11.  Fair Market Value” shall mean, with respect to any property other than Shares, the market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. The Fair Market Value of Shares as of any date shall be the per Share closing price of the Shares as reported on the New York Stock Exchange on that date (or if there were no reported prices on such date, on the last preceding date on which the prices were reported) or, if the Company is not then listed on the New York Stock Exchange, on such other principal securities exchange on which the Shares are traded, and if the Company is not listed on the New York Stock Exchange or any other securities exchange, the Fair Market Value of Shares shall be determined by the Committee in its sole discretion.
 
  2.12.  Limitations” shall have the meaning set forth in Section 10.5.
 
  2.13.  Option” shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.
 
  2.14.  Other Share-Based Award” shall have the meaning set forth in Section 8.1.
 
  2.15.  Participant” shall mean an Employee or Director who is approved by the Committee to receive an Award under the Plan.
 
  2.16.  Payee” shall have the meaning set forth in Section 12.2.
 
  2.17.  Performance Award” shall mean any Award of Performance Cash, Performance Shares or Performance Units granted pursuant to Article 9.
 
  2.18.  “Performance Cash” shall mean any cash incentives granted pursuant to Article 9 which will be paid to the Participant upon the achievement of such performance goals as the Committee shall establish.
 
  2.19.  Performance Period” shall mean the period established by the Committee of not less than twelve (12) months and not more than five (5) years during which any performance goals specified by the Committee with respect to such Award are to be measured.
 
  2.20.  Performance Share” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated number of Shares, which value will be paid to the Participant upon achievement of such performance goals as the Committee shall establish.
 
  2.21.  Performance Unit” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated amount of cash or property other than Shares, which value will be paid to the Participant upon achievement of such performance goals during the Performance Period as the Committee shall establish.


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  2.22.  Permitted Assignee” shall have the meaning set forth in Section 11.3.
 
  2.23.  Prior Plans” shall mean, collectively, the Company’s 1991 Key Employee Stock Plan and the Company’s 1996 Non-Employee Directors Stock Plan.
 
  2.24.  Restricted Stock” shall mean any Share issued pursuant to the Plan with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose (including any restriction on the right to vote such Share and the right to receive any dividends), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.
 
  2.25.  Restricted Stock Award” shall have the meaning set forth in Section 7.1.
 
  2.26.  “Restricted Stock Unit” means an Award that is valued by reference to a Share, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including without limitation, cash or Shares, or any combination thereof, and that has such restrictions as the Committee, in its sole discretion, may impose, including without limitation, any restriction on the right to retain such Awards, to sell, transfer, pledge or assign such Awards, and/or to receive any cash Dividend Equivalents with respect to such Awards, which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.
 
  2.27.  Restricted Stock Unit Award” shall have the meaning set forth in Section 7.1.
 
  2.28.  Shares” shall mean the shares of the Company’s no par value common stock.
 
  2.29.  Stock Appreciation Right” shall mean the right granted to a Participant pursuant to Article 6.
 
  2.30.  Subsidiary” shall mean any corporation or other business entity (other than the Company) in an unbroken chain of corporations or other business entities beginning with the Company if, at the relevant time each of the corporations or other business entities other than the last corporation or other business entity in the unbroken chain owns stock or other ownership interests possessing 50% or more of the total combined voting power of all classes of stock or other ownership interests in one of the other corporations or other business entities in the chain.
 
  2.31.  Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.
 
  2.32.  Vesting Period” shall have the meaning set forth in Section 7.1.


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