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EXHIBIT 4.3
THE UBS AG EQUITY INCENTIVE PROGRAM
1. Purpose. The purpose of the UBS AG Equity Incentive Program
is to attract, retain and motivate officers, directors, employees (including
prospective employees), consultants and others who may perform services for UBS
AG ("UBS"), and who are on the U.S. payroll, to compensate them for their
contributions to the long-term growth and profits of UBS, and to encourage them
to acquire a proprietary interest in the success of UBS.
2. Definitions.
(a) "Account" means the deferred compensation account established
for a Participant pursuant to Section 5(a).
(b) "Beneficiary" means the person(s) designated by a Participant
pursuant to Section 8 to receive payment of his or her Account in the event of
the Participant's death.
(c) "Cause" means (i) a material breach by a Participant of his or
her obligations under the Plan or any written agreement between the Participant
and an Employer; (ii) the willful and continued failure or refusal by the
Participant to perform satisfactorily any duties reasonably required in the
course of his or her employment (other than a failure resulting from
Disability); (iii) conviction of, or entering of a plea of nolo contendere by,
the Participant for a felony or serious criminal offense; or (iv) the willful
engaging in by the Participant of misconduct which is materially injurious to
the Participant's Employer or its affiliates or to any customer or client of the
Participant's Employer or its affiliates, as determined in good faith by the
Committee.
(d) "Committee" means the Compensation Committee of the Office of
the Chairman.
(e) "Deferred Investment Indices" shall have the meaning set forth
in Section 5.
(f) "Disability" means a physical or mental disability which is
determined by a physician acceptable to the Committee to have rendered the
Participant incapable of continuing in the regular active employment of the
Employer for at least [six] months.
(g) "Eligible Employee" means any employee of the Employer on a
U.S. payroll who is designated by the Committee and who satisfies the
requirements of Section 3.
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(h) "Employer" means a company within UBS which has been designated
by the Committee.
(i) "Participant" means an Eligible Employee who is participating
in the Plan pursuant to Section 3.
(j) "Plan" means the AG Equity Incentive Program as set forth
herein and as amended from time to time. The Plan was adopted by the Committee
on November 20, 2000.
(k) "Responsible Employer" means the company within UBS as may be
so designated by the Committee.
(l) "Retirement" shall have the meaning set forth in the UBS
Savings and Investment Plan.
(m) "Total Compensation" means an Eligible Employee's total cash
compensation payable for a calendar year from all Employers, prior to (i)
reduction, if any, pursuant to the UBS Savings and Investment Plan and any other
tax-qualified employee benefit plan or (ii) any deferral under this Plan.
3. Eligibility and Participation.
(a) In order for an Eligible Employee to participate in the Plan,
he or she must file an election on a form approved by the Committee by the date
specified by the Committee. A newly hired Eligible Employee may, at the
discretion of the Committee, file such election form prior to the day
on which he or she commences employment with the Employer.
(b) Participation in the Plan shall continue until the balance
credited to the Participant's Account has been paid in full.
4. Amount of Deferral. An Eligible Employee may irrevocably
elect, on an election form approved by the Committee, to defer receipt of
amounts which would otherwise be payable to the Eligible Employee for the fiscal
year following the fiscal year during which the Participant makes a deferral
election as set forth in Section 3(a), up to a maximun amount as determined by
the Committee. The deferred amount may be expressed as a dollar amount, a
percentage, or a dollar amount or
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percentage in excess of a dollar amount. Notwithstanding anything contained
herein to the contrary, the Committee may prescribe a minimum deferral amount.
5. Accounts.
(a) UBS shall establish an account for each Participant on its
books to which there shall be credited the amount of the Participant's deferral
under Section 4. The Account shall also be adjusted to reflect a notional return
(whether positive or negative) based on one or more Deferred Investment Indices.
As used herein, "Deferred Investment Indices" means the
investments identified from time to time by the Committee as indices by which to
measure the notional return (positive or negative) to be credited or debited, as
the case may be, to the balance of a Participant's Account. The Committee from
time to time shall establish administrative rules regarding Deferred Investment
Indices including, without limitation, rules as to the number of Deferred
Investment Indices that may be made available to each Participant.
The Committee may from time to time, in its sole discretion,
change the Deferred Investment Indices available, change the composition or
weighting of the components of an Deferred Investment Index or discontinue one
or more Deferred Investment Indices, and nothing in the Plan shall be construed
to confer on a Participant the right to continue to have any particular Deferred
Investment Index available for purposes of measuring the value of his or her
Account.
(b) At least once each calendar year, each Participant shall be
entitled to elect the portions of each Account that shall be deemed allocated
among Deferred Investment Indices. All elections with respect to Deferred
Investment Indices shall be made by delivery of written elections in a form to
be established by the Committee and supplied to the Participant.
In the event a Deferred Investment Index ceases to be
available for any reason, the portion of each Participant's Account previously
deemed allocated to such Deferred Investment Index shall be deemed allocated to
another Deferred Investment Index designated by the
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Committee, during the period beginning with the date the relevant Deferred
Investment Index ceased to be available and ending with the last day of the
fiscal quarter in which such date occurred (or, if later, 60 days following such
date), after which time the Participant may elect to have such portion of the
Account allocated to other Deferred Investment Indices.
(c) Not less frequently than semi-annually, UBS will
furnish each Participant with a statement setting forth the balance in the
Participant's Account. The Account balance reflected on such statement will be
based on the best information available to UBS as of the date of such statement.
(d) Notwithstanding anything contained herein to the contrary, the
amount payable to a Participant under the Plan shall be equal to the balance in
the Participant's Account as of the most recent valuation prior to such
termination, unless otherwise determined by the Committee. Any reductions under
this paragraph shall be deducted ratably from each portion of the Account
indexed to a particular Deferral Investment Index.
6. Deferral Period.
(a) At the time the Participant makes a deferral election pursuant
to Section 4, he or she shall specify the date on which payment of the balance
in his or her Account shall be made or commenced. The Committee may prescribe a
minimum deferral period.
(b) In the event of the Retirement, death or Disability of a
Participant, the amount payable pursuant to paragraph (d) of Section 5 shall be
paid by the applicable Responsible Employer as soon as practicable after April 1
of the year following the year of his or her Retirement, death or Disability.
7. Method and Timing of Payment.
(a) At the time the Participant makes a deferral election pursuant
to Section 4, he or she shall specify whether the amount payable pursuant to
paragraph (d) of Section 5 shall be paid in a lump sum
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or under such other method as approved by the Committee. All payments shall be
made by UBS on a date determined by the Committee, except as provided in
paragraph (c) below. A Participant may change the method of payment by filing
an election with the Committee on a form approved by it prior to the beginning
of the year in which payment of the balance in his or her Account with respect
to such election is to be made or commenced.
(b) Notwithstanding any election made by a Participant, the
Committee may, in its sole discretion, direct that the balance in the
Participant's Account shall be paid to the Participant in a lump sum as soon as
practicable.
(c) Notwithstanding anything contained herein to the contrary, a
Participant may, in the discretion of the Committee, forfeit any matching
contributions the entire balance in his or her Account if prior to the date
payment thereof (or any remaining installment, if applicable) is made, the
Participant directly or indirectly (i) discloses any secret, confidential or
proprietary information that belongs to or concerns UBS or any of its
subsidiaries or that the Participant learned by reason of his or her association
with UBS or any of its subsidiaries or (ii) uses any such information to the
detriment of UBS or any of its subsidiaries, as determined by the Committee in
good faith.
8. Designation of Beneficiary. Each Participant may designate
or change the designation of a Beneficiary or Beneficiaries to receive any
payments due hereunder upon his or her death by filing a designation form with
the Committee, on a form approved by it, at any time prior to his or her death.
The Committee shall be bound by the last designation form filed with it by the
Participant. In the absence of such designation of a Beneficiary by a
Participant, or if no Beneficiary shall survive him or her, the Participant's
Beneficiary shall be his estate.
9. Subordination. Each Participant and Beneficiary shall have
only the rights of an unsecured creditor of UBS with respect to the amounts
deferred under the Plan.
10. Administration. The Plan shall be administered by the
Committee. The Committee shall have the authority to establish, amend and revoke
from time to time rules and regulations relating to the Plan and to decide all
questions involving the administration,
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interpretation or application of the Plan. Any decision by the Committee
concerning the Plan shall be final and binding on all persons participating in
the Plan and their Beneficiaries. No member of the Committee shall be personally
liable for any action or determination under the Plan.
11. No Assignment. No right or benefit or payment under the
Plan shall be subject to assignment, sale or other transfer nor shall it be
liable or subject in any manner to attachment, garnishment or execution; except
that a Participant shall be permitted to transfer and assign his or her rights
hereunder to, but only to, a trust, limited liability company or partnership of
which all of the beneficiaries, members or partners of the transferring
Participant or members of his or her immediate family, subject, however, to
compliance with all applicable tax, securities and other laws and to a
determination being made by the Responsible Employer (based on the advice of
counsel) that the assignment or transfer will not result in the occurrence of a
taxable event.
12. No Right to Continued Employment. Neither the provisions
of the Plan nor any action taken thereunder shall be construed to give any
Participant any right to be retained in the employ of the Employer or any of its
subsidiaries or affiliates.
13. Taxes. The Responsible Employer shall have the right to
withhold from any payment made under the Plan any taxes required by law to be
withheld with respect to the payment.
14. Amendment or Termination. The Group Executive Board of UBS
may amend or terminate the Plan at any time in its discretion, provided that any
amendment of the Plan may not adversely affect the rights of any Participant to
receive benefits under the Plan in accordance with its terms in effect prior to
such amendment; in particular, no amendment may be made which reduces the
amounts then payable pursuant to the provisions of Section 5. Notwithstanding
anything contained herein to the contrary, in the event of the termination of
the Plan, amounts payable under the Plan to Participants shall be equal to the
balance then in their Accounts, and the Responsible Employer may direct that
such amounts under the Plan be paid to Participants (or their Beneficiaries) as
soon as practicable.
