<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
----------------------------- ----------------
Commission File Number 1-7035
CALMAT CO.
- - -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
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Delaware 95-0645790
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
3200 San Fernando Road, Los Angeles, California 90065
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code (213) 258-2777
--------------
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES [ ] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
23,237,312 shares of Common Stock were outstanding at July 31, 1996.
<PAGE>
CALMAT CO.
INDEX
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PART I - FINANCIAL INFORMATION PAGE
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Item 1. Financial Statements
(a) Consolidated Balance Sheets:
June 30, 1996 and December 31, 1995 3
(b) Consolidated Statements of Operations:
For the Three and Six Months Ended June 30, 1996 and 1995 4
(c) Consolidated Statements of Cash Flow:
For the Six Months Ended June 30, 1996 and 1995 5
(d) Notes to the Consolidated Financial Statements 6
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
</TABLE>
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CALMAT CO.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
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<CAPTION>
June 30, December 31,
1996 1995
---------- ----------
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ - $ -
Trade accounts receivable, less allowance
for discounts and doubtful accounts
($5,302 in 1996 and $4,570 in 1995) 63,826 62,274
Inventories 13,723 11,705
Prepaid expenses and other 1,695 3,265
Deferred income taxes 9,361 9,361
Installment notes receivable-current portion 6,768 7,217
--------- ---------
Total current assets 95,373 93,822
Installment notes receivable and other assets 20,575 20,670
Investment in and advances to affiliates 1,272 1,236
Costs in excess of net assets of business acquired, net 51,256 52,102
Property, plant and equipment, at cost:
Land and deposits 170,737 166,995
Buildings, machinery and equipment 463,342 465,631
Construction in progress 63,032 40,082
--------- ---------
697,111 672,708
Less: Accumulated depreciation and depletion (288,325) (281,008)
--------- ---------
Property, plant and equipment, net 408,786 391,700
--------- ---------
Total assets $ 577,262 $ 559,530
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 24,592 $ 23,753
Accrued liabilities 34,384 32,687
Notes and bonds payable - current portion 98 110
Income taxes payable 1,926 1,403
Dividends payable 2,325 2,318
--------- ---------
Total current liabilities 63,325 60,271
Notes and bonds payable - long term portion 98,273 84,321
Other liabilities and deferred credits 31,399 30,670
Deferred income taxes 52,979 53,119
--------- ---------
Total liabilities 245,976 228,381
--------- ---------
Stockholders' Equity:
Common stock 23,237 23,182
Additional paid-in capital 41,470 40,588
Retained earnings 266,579 267,379
--------- ---------
Total stockholders' equity 331,286 331,149
--------- ---------
Total liabilities and stockholders' equity $ 577,262 $ 559,530
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
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CALMAT CO.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, amounts in thousands, except per share data)
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Three months ended Six months ended
June 30, June 30,
1996 1995 1996 1995
--------- -------- --------- ---------
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Revenues:
Net sales and operating revenues $105,038 $101,050 $185,564 $166,854
Gains on sales of real estate 1,149 956 1,800 3,828
Other income 495 1,041 1,974 2,319
-------- -------- -------- --------
106,682 103,047 189,338 173,001
-------- -------- -------- --------
Costs and expenses:
Cost of products sold and operating expenses 88,139 84,201 160,806 147,197
Selling, general and administrative expenses 9,990 9,304 19,324 18,137
Interest expense 1,176 492 2,277 982
Other expense 445 534 830 1,315
Special charge 0 2,000 0 2,000
-------- -------- -------- --------
99,750 96,531 183,237 169,631
-------- -------- -------- --------
Income before taxes 6,932 6,516 6,101 3,370
Federal and state income taxes 2,564 2,411 2,257 1,247
-------- -------- -------- --------
Net income $ 4,368 $ 4,105 $ 3,844 $ 2,123
======== ======== ======== ========
Per Share Data:
Net income $ 0.19 $ 0.18 $ 0.17 $ 0.09
======== ======== ======== ========
Weighted average shares outstanding 23,251 23,214 23,227 23,178
======== ======== ======== ========
Cash dividends per share $ 0.10 $ 0.10 $ 0.20 $ 0.20
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
CALMAT CO.
CONSOLIDATED STATEMENTS OF CASH FLOW
(unaudited, amounts in thousands)
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Six months ended
June 30,
1996 1995
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OPERATING ACTIVITIES:
Net income $ 3,844 $ 2,123
Depreciation, cost depletion and amortization 15,141 15,196
Other (1,317) 389
-------- --------
Cash provided by operating activities 17,668 17,708
-------- --------
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (30,583) (30,750)
Proceeds from sale of real estate 1,488 17,977
Other 972 618
-------- --------
Cash used for investing activities (28,123) (12,155)
-------- --------
FINANCING ACTIVITIES:
Notes payable to banks 14,000 (2,250)
Principal payments on notes and bonds payable (60) (30)
Payment of cash dividends (4,637) (4,628)
Other 1,152 463
-------- --------
Cash provided by (used for) financing activities 10,455 (6,445)
-------- --------
Cash and cash equivalents - (892)
Balance, beginning of period - 2,139
-------- --------
Balance, end of period $ - $ 1,247
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
-5-
<PAGE>
CALMAT CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. In the opinion of management, information furnished herein reflects all
adjustments necessary for a fair presentation of the financial position and
results of operations for the interim periods. There have been no changes in
the significant accounting policies as discussed in Note 1 of Notes to
Financial Statements contained in the Company's 1995 Annual Report on Form
10-K.
2. Earnings per common equivalent share (common shares adjusted for dilutive
effect of common stock options) have been computed by dividing net income
for each period by the weighted-average equivalent shares of common stock
outstanding.
3. Certain prior year amounts have been restated to conform to the current
year's presentation.
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<PAGE>
CALMAT CO.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- - -------------------------------------------------------------------------------
of Operations
- - -------------
Results of Operations
- - ---------------------
The Company reported net income of $4.4 million, or $0.19 per share, for the
second quarter of 1996, compared with $4.1 million, or $0.18 per share, for the
prior year's second quarter. Net income was $3.8 million, or $0.17 per share,
for the six months ended June 30, 1996, compared with net income of $2.1
million, or $0.09 per share, for the comparable period in 1995. The prior year
amounts include a special charge of $1.2 million, after-tax, or $0.05 per share,
related to a consolidation of certain Construction Materials operations.
Business segment information for the three and six months ended June 30, 1996
and 1995 is as follows:
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Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
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<S> <C> <C> <C> <C>
(unaudited, amounts in thousands)
Revenues:
Construction Materials $ 99,425 $ 96,242 $174,629 $157,369
Properties - Operations 5,613 4,808 10,935 9,485
Properties - Real Estate Sales 1,149 956 1,800 3,828
Corporate and Other 495 1,041 1,974 2,319
-------- -------- -------- --------
$106,682 $103,047 $189,338 $173,001
======== ======== ======== ========
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
---------- -------- -------- --------
(unaudited, amounts in thousands)
Income before income taxes:
Construction Materials $ 7,545 $ 8,361 $ 7,247 $ 3,307
Properties - Operations 2,483 1,921 4,828 3,543
Properties - Real Estate Sales 1,149 956 1,800 3,828
Corporate and Other (3,276) (2,974) (6,035) (5,667)
Interest Expense (1,176) (492) (2,277) (982)
Other income 207 744 538 1,341
Special charge (a) 0 (2,000) 0 (2,000)
-------- -------- -------- --------
$ 6,932 $ 6,516 $ 6,101 $ 3,370
======== ======== ======== ========
</TABLE>
(a) Charge related to a consolidation of certain Construction Materials
operations.
Income before income taxes by segment represents total revenues less direct
operating expenses, segment selling, general and administrative expenses and
certain allocated corporate general and administrative expenses. Corporate and
Other includes corporate administrative expenses and support expenses not
allocated to business segments. Other income includes interest income,
gains/losses on sale of fixed assets and other miscellaneous items.
-7-
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CALMAT CO.
Construction Materials Division
- - -------------------------------
Sales volumes are shown below.
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Three Months Ended Six Months Ended
June 30, June 30,
Amounts in Thousands 1996 1995 1996 1995
- - -------------------- ---------- -------- -------- --------
<S> <C> <C> <C> <C>
Aggregates:
Tons sold to outside customers 4,304 3,903 7,551 6,541
Tons used in ready mixed concrete 869 749 1,564 1,358
Tons used in asphalt 1,277 1,395 2,228 2,211
----- ----- ------ ------
6,450 6,047 11,343 10,110
===== ===== ====== ======
Tons of hot-mix asphalt sold 1,898 2,171 3,151 3,370
===== ===== ====== ======
Yards of ready mixed concrete sold 617 563 1,170 1,029
===== ===== ====== ======
</TABLE>
Revenues in the Construction Materials Division were $99.4 million in the second
quarter of 1996, up $3.2 million, or $3% compared with the corresponding 1995
period. Revenues were $174.6 million in the first six months of 1996, an
increase of $17.3 million, or 11% compared with the same period in 1995. The
revenue increase for the current quarter and six-month period was primarily due
to higher sales volumes for aggregates and ready mixed concrete.
The Division's pre-tax income from operations was $7.5 million in the most
recent quarter compared with $8.4 million in the year earlier quarter. Earnings
from ready mixed concrete and aggregates operations were higher in the current
quarter as a result of sales volume increases of 10% for ready mixed concrete
and 7% for aggregates as well as slightly higher average selling prices.
However, these improvements were more than offset by lower earnings from asphalt
operations, due to 6% higher unit productions costs, of which one-half was the
result of increased cost of liquid asphalt, and 13% lower sales volumes.
The Division's pre-tax income from operations for the six months increased to
$7.2 million from $3.3 million in the 1995 period. The improvement was
primarily the result of higher earnings from our aggregates operations, due to
6% lower unit production costs, 12% higher sales volumes and a slight increase
in average selling prices. Aggregates sales volumes increased in part because
of less inclement weather in the first quarter of 1996 and in part resulting
from higher demand in most of the Company's markets. Also contributing to the
improved earnings were the Company's ready mixed concrete operations, due to 14%
higher sales volumes and a slight increase in average selling prices. The
improvement in the aggregates and ready mixed concrete operations was partially
offset by lower earnings from asphalt operations, caused by 7% higher unit
production costs, of which one-half was the result of increased costs of liquid
asphalt, and 6% lower sales volumes.
Properties Division
- - -------------------
Revenues in the Properties Division, excluding gains on sales of real estate,
were $5.6 million in the second quarter of 1996, up $0.8 million from revenues
of $4.8 million in the corresponding 1995 period, and $10.9 million in the first
six months of 1996, up $1.4 million from $9.5 million in the first six months of
1995. The increase in revenue for the current quarter and six-month period was
primarily due to increased revenue from landfill operations.
Pre-tax income from operations was $3.6 million in the most recent quarter
compared with $2.9 million in the year earlier quarter. The current quarter
includes $1.1 million of gains from real estate sales versus gains of $1.0
million
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CALMAT CO.
Properties Division - continued
- - -------------------
in the prior year's period. Excluding real estate gains, Properties Division
pre-tax income from operations increased $0.6 million. The increase was largely
due to increased income from landfill operations.
Pre-tax income from operations was $6.6 million in the first six months of 1996
compared with $7.4 million in the prior period. Gains from real estate sales of
$1.8 million are included in 1996 versus gains of $3.8 million in 1995.
Excluding real estate gains, pre-tax income from operations increased $1.3
million. The increase is largely due to increased income from landfill
operations.
Other
- - -----
Interest expense was $0.7 million higher in the second quarter of 1996 compared
with the prior quarter, and $1.3 million higher in the first six months of 1996,
compared with the prior year, due to higher levels of average debt outstanding.
Liquidity and Capital Resources
- - -------------------------------
Cash and cash equivalents were $0.0 at June 30, 1996 and December 31, 1995, as
the Company used all available cash to reduce outstanding borrowings. Cash
provided by operating activities was $17.7 million for the six months ended June
30, 1996. Cash used for investing activities was $28.1 million, including $30.6
million used for the purchase of property, plant and equipment. Cash provided
by financing activities was $10.4 million, including a $14.0 million net
increase in debt, partially offset by $4.6 million in cash dividends.
Working capital totaled $32.0 million at June 30, 1996, down from $33.6 million
at December 31, 1995. Current ratios were 1.5 and 1.6 at June 30, 1996 and
December 31, 1995, respectively.
Total consolidated long-term and short-term borrowings at June 30, 1996 and
December 31, 1995 were $98.4 million and $84.4 million, respectively. Debt as a
percent of total capitalization was 22.9% and 20.3%, at June 30, 1996 and
December 31, 1995, respectively.
-9-
<PAGE>
CALMAT CO.
Part II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
- - ------------------------------------------
(a) *Exhibit 10.1: Amended and Restated CalMat Co. Supplemental Executive
Retirement Plan, effective February 1, 1996, signed by
CalMat Co.
*Exhibit 10.2: First Amendment to Restatement of Amended and Restated
Employment Agreement, dated April 13, 1993, originally
effective as of July 1, 1984, between the Company and A.
Frederick Gerstell, executed June 6, 1996.
*Exhibit 10.3: Supplemental Executive Retirement Plan Agreement,
entered into as of February 1, 1996, between the Company
and A. Frederick Gerstell, executed May 15, 1996.
*Exhibit 10.4: Supplemental Executive Retirement Plan Agreement,
entered into as of February 1, 1996, between the Company
and R. Bruce Rieser, executed May 15, 1996.
*Exhibit 10.5: Third Amendment to Employment Agreement made effective
as of October 30, 1987, between the Company and Scott J
Wilcott, executed June 6, 1996.
*Exhibit 10.6: Supplemental Executive Retirement Plan Agreement, entered
into as of February 1, 1996, between the Company and Scott
J Wilcott, executed May 15, 1996.
*Exhibit 10.7: Third Amendment to Employment Agreement made effective as
of May 31, 1991, between the Company and Paul Stanford,
executed June 6, 1996.
*Exhibit 10.8: Supplemental Executive Retirement Plan Agreement,
entered into as of February 1, 1996, between the Company
and Paul Stanford, executed May 15, 1996.
*Exhibit 10.9: Supplemental Executive Retirement Plan Agreement,
entered into as of February 1, 1996, between the Company
and H. James Gallagher, executed May 15, 1996.
*Exhibit 10.10: Supplemental Executive Retirement Plan Agreement,
entered into as of February 1, 1996, between the Company
and Edward J. Kelly, executed May 15, 1996.
Exhibit 27: Financial Data Schedule.
(b) No reports on Form 8-K were filed during the quarter ended June 30, 1996.
-10-
<PAGE>
CALMAT CO.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
CALMAT CO.
---------------------------------------
(Registrant)
Date: August 12, 1996 By: /s/ R. Bruce Rieser
---------------------------------------
R. Bruce Rieser,
President and Chief Operating Officer
Date: August 12, 1996 By: /s/ Edward J. Kelly
---------------------------------------
Edward J. Kelly
Senior Vice President, Treasurer
and Chief Accounting Officer
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<PAGE>
EXHIBIT 10.1
CONFIDENTIAL
------------
AMENDED AND RESTATED
CALMAT CO.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EFFECTIVE FEBRUARY 1, 1996
<PAGE>
CONFIDENTIAL
------------
TABLE OF CONTENTS
-----------------
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Page
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Purpose................................................................. 1
ARTICLE 1 Definitions................................................ 1
ARTICLE 2 Eligibility................................................ 13
2.1 Selection by Board......................................... 13
2.2 Enrollment Requirements.................................... 14
ARTICLE 3 Employment Taxes........................................... 14
3.1 FICA and Other Taxes....................................... 14
ARTICLE 4 Benefits................................................... 14
4.1 Eligibility for Benefits................................... 14
4.2 Commencement of Benefit Payments........................... 14
4.3 Forms of Payment; Elections................................ 15
4.4 Limitation on Benefits..................................... 17
4.5 Withholding and Payroll Taxes.............................. 17
ARTICLE 5 Termination, Amendment or Modification of the Plan......... 18
5.1 Termination or Amendment of Plan........................... 18
5.2 Termination of Plan Agreement.............................. 18
ARTICLE 6 Other Benefits and Agreements.............................. 18
6.1 Coordination with Other Benefits........................... 18
ARTICLE 7 Administration of the Plan................................. 19
7.1 Committee Duties........................................... 19
7.2 Agents..................................................... 19
7.3 Binding Effect of Decisions................................ 19
7.4 Indemnity of Committee..................................... 19
7.5 Employer Information....................................... 19
ARTICLE 8 Claims Procedures.......................................... 20
</TABLE>
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CONFIDENTIAL
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<TABLE>
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8.1 Presentation of Claim...................................... 20
8.2 Notification of Decision................................... 20
8.3 Review of a Denied Claim................................... 20
8.4 Decision on Review......................................... 21
8.5 Legal Action............................................... 21
ARTICLE 9 Beneficiary Designation.................................... 21
9.1 Beneficiary................................................ 21
9.2 Beneficiary Designation; Change; Spousal Consent........... 21
9.3 Acknowledgment............................................. 22
9.4 No Beneficiary Designation................................. 22
9.5 Doubt as to Beneficiary.................................... 22
9.6 Discharge of Obligations................................... 22
ARTICLE 10 Trusts..................................................... 23
10.1 Funding of the Trust....................................... 23
10.2 Interrelationship of the Plan and the Trusts............... 23
ARTICLE 11 Miscellaneous.............................................. 23
11.1 Unsecured General Creditor................................. 23
11.2 Employer's Liability....................................... 24
11.3 Nonassignability........................................... 24
11.4 Not a Contract of Employment............................... 24
11.5 Furnishing Information..................................... 24
11.6 Terms...................................................... 24
11.7 Captions................................................... 25
11.8 Governing Law.............................................. 25
11.9 Notice..................................................... 25
11.10 Successors................................................. 25
11.11 Spouse's Interest.......................................... 25
11.12 Validity................................................... 25
11.13 Incompetent................................................ 26
11.14 Court Order................................................ 26
11.15 Distribution in the Event of Taxation...................... 26
</TABLE>
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<PAGE>
CONFIDENTIAL
------------
AMENDED AND RESTATED
CALMAT CO.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EFFECTIVE FEBRUARY 1, 1996
PURPOSE
-------
The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated employees who contribute materially
to the continued growth, development and future business success of CALMAT CO.,
a Delaware corporation, and its subsidiaries, if any, that sponsor this Plan.
This Plan shall be unfunded for tax purposes and for purposes of Title I of
ERISA.
RECITALS
--------
A. The Company established a Supplemental Executive Retirement Plan,
made as of March 1, 1991 (the "Original Plan").
B. The Company desires to amend and restate the Original Plan in its
entirety in order to clarify and expand benefits and payment options from that
of the Original Plan.
NOW, THEREFORE the Original Plan is hereby amended and restated to
read as follows:
ARTICLE 1
DEFINITIONS
-----------
For purposes hereof, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:
1.1 "Actuarial Equivalent" shall mean an actuarial equivalent value of an
amount payable in a different form and/or at a different date computed in
accordance with actuarial principles, and based on the following actuarial
assumptions:
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<PAGE>
CONFIDENTIAL
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Mortality: 85% of the 1983 GAM Mortality Table
Interest Rate: Seven percent (7%)
As the Committee deems necessary, in its sole discretion, the above
actuarial assumptions may be adjusted from time to time, and no Participant
shall be deemed to have any right, vested or nonvested, regarding the
continued use of any previously adopted actuarial assumption; provided
however that the mortality table shall assume no shorter life expectancies
than the one provided above and provided further that the interest rate
assumption shall in no event exceed seven percent (7%). In addition, the
interest rate used by the Pension Benefit Guaranty Corporation to value
immediate and deferred annuities shall be used at the time of a calculation
under this Plan if its use will generate a greater benefit for or payment
to a Participant, or create a greater contribution obligation to the Trust,
than the interest rate set forth herein.
1.2 "Beneficiary" shall mean the individual designated, in accordance with
Article 9, that is entitled to receive benefits under this Plan upon the
death of a Participant.
1.3 "Beneficiary Designation Form" shall mean the form established from time to
time by the Committee that a Participant completes, signs and returns to
the Committee to designate a Beneficiary.
1.4 "Benefit Percentage" shall mean the benefit percentage set forth in a
Participant's Plan Agreement.
1.5 "Board" shall mean the board of directors of the Company.
1.6 "Change in Control" shall mean the first to occur of any of the following
events:
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of 25% or more of the Company's then outstanding
voting securities carrying the right to vote in elections of persons to the
Board; or
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board and any new director (other
than a director elected or designated in connection with an actual or
threatened election contest relating to the election of the directors of
the Company, as such terms are used in Rule 14A-11 of Regulation 14A under
the Exchange Act) whose election by the Board or nomination for
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<PAGE>
CONFIDENTIAL
------------
election by the Company's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election
was previously so approved (collectively, the "Incumbent Board"), cease for
any reason to constitute a majority thereof; or
(iii) the holders of the securities of the Company entitled to vote thereon
approve (a) a merger or consolidation of the Company with any other
corporation regardless of which entity is the surviving company, other than
a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 80% of the voting securities
of the Company or such surviving entity outstanding immediately after such
merger or consolidation, or (b) a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets; or
(iv) any other event shall have occurred that would be required to be
reported in response to Item 6(e) (or any successor provision) of Schedule
14A of Regulation 14A promulgated under the Exchange Act.
Notwithstanding the foregoing, the Incumbent Board shall have the power, in
its sole discretion, to determine that any transaction or series of
transactions that would otherwise be a Change in Control under the
foregoing clauses (i), (ii), (iii) or (iv), is not a Change in Control for
purposes of this Agreement, and if, and only if, the Incumbent Board makes
such a determination prior to such Change in Control, then for all purposes
under this Agreement such transaction or series of transactions shall not
be a Change in Control.
1.7 "Claimant" shall have the meaning set forth in Section 8.1.
1.8 "Code" shall mean the Internal Revenue Code of 1986, as may be amended from
time to time.
1.9 "Committee" shall mean the committee described in Article 7.
1.10 "Company" shall mean CALMAT CO., a Delaware corporation.
1.11 "Compensation" shall mean the annual cash compensation relating to services
performed during any calendar year and reportable on Federal Income Tax
Form W-2, whether or not paid in such calendar year or included on the
Federal Income Tax Form W-2 for such calendar year, which shall generally
include salary and cash bonuses or other cash incentive payments.
Notwithstanding the previous sentence, compensation shall in no event
include (whether or not included in the gross income or Federal Income Tax
Form W-2 income of the Participant) overtime, relocation expenses, non-
monetary awards, fringe
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<PAGE>
CONFIDENTIAL
------------
benefits (cash or noncash), retainers, directors fees and other fees,
severance allowances, pay in lieu of vacations, insurance premiums paid by
an Employer, insurance benefits paid to the Participant or his or her
beneficiary, equity based compensation arrangements such as stock option
plans, Employer contributions to or benefits relating to Employer
contributions received from qualified or nonqualified plans, automobile
allowances, or expense allowances paid to or for a Participant by any
Employer. Compensation shall, however, be calculated before reduction for
compensation voluntarily deferred or contributed by the Participant
pursuant to all qualified or non-qualified plans and shall be calculated to
include amounts not otherwise included in the Participant's gross income
under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
established by any Employer; provided however that all such amounts will be
included in Compensation only to the extent that, had there been no such
plan, the amount would have been payable in cash to the Participant.
1.12 "Deduction Limitation" shall mean the following described limitation on a
benefit that may otherwise be distributable pursuant to the provisions of
this Plan. Except as otherwise provided, this limitation shall be applied
to all distributions that are "subject to the Deduction Limitation" under
this Plan. If an Employer determines in good faith prior to a Change in
Control that there is a reasonable likelihood that any compensation paid to
a Participant for a taxable year of the Employer would not be deductible by
the Employer solely by reason of the limitation under Code Section 162(m),
then to the extent deemed necessary by the Employer to ensure that the
entire amount of any distribution to the Participant pursuant to this Plan
prior to the Change in Control is deductible, the Employer may defer all or
any portion of a distribution under this Plan. Any amounts deferred
pursuant to this limitation shall be credited with interest at seven
percent (7%) per annum, compounded semiannually. The amounts so deferred
and interest thereon shall be distributed to the Participant or his or her
Beneficiary (in the event of the Participant's death) at the earliest
possible date, as determined by the Employer in good faith, on which the
deductibility of compensation paid or payable to the Participant for the
taxable year of the Employer during which the distribution is made will not
be limited by Code Section 162(m), or if earlier, the effective date of a
Change in Control, but in any event, whether or not deductible, shall be
distributed no later than ninety days after the beginning of the first
taxable year of the Company after which the Participant has ceased to be an
employee of all Employers. Notwithstanding anything to the contrary in this
Plan, the Deduction Limitation shall not apply to any distributions made
after a Change in Control.
1.13 "Disability" shall mean a Participant ceasing to be an employee of all
Employers as a result of a permanent disability, as defined in the
Participant's Employer's long-term disability plan, or, if a Participant
does not participate in the Employer's plan, a permanent disability under
such a plan had the Participant been a participant in such a plan. If the
Participant's Employer does not sponsor a long-term disability plan or
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discontinues to sponsor such a plan, Disability shall be determined by the
Committee in its reasonable discretion.
1.14 "Disability Date" shall mean the first day of the month coincident with or
next following the later of (i) the date of the Disability or (ii) age 55.
1.15 "Early Retirement" shall mean a Participant ceasing to be an employee of
all Employers on or after his or her attainment of age fifty-five (55) for
any reason other than a leave of absence, Normal Retirement, death or
Disability. A Participant shall not be considered an employee of any
Employer solely because he or she serves on the board of directors of any
Employer.
1.16 "Early Retirement Date" shall mean the first day of the month coincident
with or following the date of Early Retirement.
1.17 "Early Retirement Percentage" shall mean the difference between sixty-two
(62) and the Participant's age on the date of his or her Retirement
(rounded down to the nearest whole month and expressed in decimal form if
not a whole year), divided by 100 and stated as a percentage. In the event
a Participant ceases to be an employee of all Employers for any reason
(whether voluntarily or involuntarily) within three years following a
Change in Control, the Early Retirement Percentage shall be deemed to be
zero.
1.18 "Employer(s)" shall mean the Company and/or any of its subsidiaries that
have been selected by the Board to participate in the Plan.
1.19 "Employer Contribution Benefit" shall mean, with respect to a Participant,
the balance, as of a specified date, in the Participant's Retirement Plan
accounts, derived solely from the Company's or an Employer's contributions
(with salary reduction contributions under Code Section 401(k) being
considered to be the Participant's contributions), including actual
earnings thereon. For purposes of the previous sentence, all rollovers,
transfers and other similar contributions to the Retirement Plan from
retirement plans of former employers other than the Company or an Employer
shall not be considered to be derived from the Company's or an Employer's
contributions. Rollovers, transfers and other similar contributions to the
Retirement Plan from other retirement plans of the Company or an Employer
shall be traced to determine the amounts considered to be derived from the
Company's or an Employer's contributions. In no event shall any rollovers
or transfers from the California Portland Cement Company Retirement Plan be
considered to be derived from the Company's or an Employer's contributions.
In the case of a Qualified Termination or death before age 55, it shall be
assumed that the balance defined above will generate earnings from the
Qualified Termination Date or date of death, as the case may be, to age
fifty-five (or what would have been the Participant's fifty-fifth birthday)
at an annual compounded rate of seven percent (7%) per annum. If a
Participant's balance in his or her Retirement Plan accounts has ever been
reduced
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because of distributions or transfers, whether pursuant to a Qualified
Domestic Relations Order, as that term is defined in Code Section 414(p)
("QDRO"), a defaulted loan or otherwise, the Employer Contribution Benefit
shall be calculated as if such distribution or transfer had not been made,
and assuming the assets distributed or transferred had generated earnings
at the annual compounded rate of seven percent (7%) per annum through the
specified date. For purposes of the preceding sentence, in the event a
transfer or distribution cannot be traced to the Company's or Employer's
contribution or a Participant's contribution, the portion of funds
distributed or transferred that are to be considered derived solely from
the Company's or an Employer's contributions, plus earnings thereon, shall
be the amount of the distribution or transfer multiplied by a fraction, the
numerator of which is all Company and/or Employer contributions made
through the distribution or transfer, and the denominator of which is all
contributions made through the date of the distribution or transfer.
1.20 "Enrolled Actuary" shall mean a person enrolled by the Joint Board for the
Enrollment of Actuaries established under subtitle C of title II of ERISA
who has been engaged by the Company to make and render all necessary
actuarial determinations, statements, opinions, assumptions, reports and
valuations under this Agreement. After a Change in Control, the Company
and/or Employer shall not change the Enrolled Actuary without the consent
of at least a majority of the Participants.
1.21 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
may be amended from time to time.
1.22 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.
1.23 "Final Average Compensation" shall mean the average of a Participant's
Compensation for his or her highest three out of the last five calendar
years of employment (which shall include as one of those calendar years, if
the result would be to increase the average, the annualized Compensation
for the calendar year in which the event that entitled the Participant to a
distribution of benefits under this Plan occurred, assuming a bonus for
such year equal to the greater of (i) the actual bonus paid, or (ii) the
average of his or her bonus for the preceding two years).
1.24 "Hours of Service" shall mean the following:
(a) Each hour for which a Participant is paid or entitled to payment by an
Employer for the performance of services as an employee as the term is
defined in Code Section 3121(d);
(b) Each hour in or attributable to a period of time during which a
Participant performs no duties due to a vacation, holiday, illness,
incapacity (including
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disability), layoff, jury duty, military duty or a leave of absence
for which he is so paid or so entitled to payment by an Employer;
provided, however, that:
(i) no more than five hundred and one Hours of Service shall be
credited under this subsection (b) to a Participant on account of
any such period; and
(ii) no such hours shall be credited to a Participant if attributable
to payments made or due under a plan maintained solely for the
purpose of complying with applicable workers' compensation,
unemployment compensation or disability insurance laws or to a
payment which solely reimburses the Participant for medical or
medically related expenses incurred by him;
(c) Each hour for which a Participant is entitled to back pay,
irrespective of mitigation of damages, whether awarded or agreed to by
an Employer; and
(d) Each hour while on an unpaid leave pursuant to the Family and Medical
Leave Act of 1993 for which the Participant would have been paid or
entitled to payment by an Employer had he or she been performing
services.
Hours of Service under subsections (b) and (c) shall be calculated in
accordance with 29 C.F.R. (S)2530.200b-2(b). Each Hour of Service shall be
attributed to the year or other computation period in which it occurs
except to the extent that the Employer, in accordance with 29 C.F.R. (S)
2530.200b-2(c), credits such Hour to another computation period under a
reasonable method consistently applied.
Hours of Service of a Participant shall be determined by the Committee from
reasonably accessible records by means of appropriate calculations and
approximations or, if such records are insufficient to make an appropriate
determination, by reasonable estimation.
1.25 "Installment Payment Method" shall mean the Actuarial Equivalent of the
Participant's Vested SERP Benefit, calculated under the Lump Sum Payment
Method but payable in equal monthly installments over 5, 10 or 15 years, as
properly elected by the Participant pursuant to the Committee's rules and
procedures as may be in effect from time to time, with interest at seven
percent (7%) per annum. Payments shall commence on the Retirement Date,
Disability Date, or thirty (30) days after the date of death, as the case
may be.
1.26 "Joint and Survivor Annuity Benefit" shall mean a benefit that is
calculated in the form of an annuity payable monthly for the life of the
Participant with a 50% survivor annuity
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payable monthly for the life of such Participant's spouse. If the benefit
is calculated at the death of the Participant, his or her life expectancy
for purposes of the calculation shall be assumed to be the Participant's
life expectancy as of the date of death. If the Participant has no spouse
at the time the calculation is being made, or if the spouse is more than
fifteen (15) years younger than the Participant, he or she shall be deemed,
solely for purposes of this calculation, to have a spouse with an age that
is identical to the Participant's age.
1.27 "Joint and 50% Survivor Annuity Payment Method" shall mean the Actuarial
Equivalent of the Participant's Vested SERP Benefit, payable monthly in the
form of an annuity for the life of the Participant with a 50% survivor
annuity for the life of the Participant's Beneficiary. Payments shall
commence on the Retirement Date or Disability Date, as the case may be.
1.28 "Joint and 100% Survivor Annuity Payment Method" shall mean the Actuarial
Equivalent of the Participant's Vested SERP Benefit, payable monthly in the
form of an annuity for the life of the Participant with a 100% survivor
annuity for the life of the Participant's Beneficiary. Payments shall
commence on the Retirement Date or Disability Date, as the case may be.
1.29 "Life Annuity Payment Method" shall mean the Actuarial Equivalent of the
Participant's Vested SERP Benefit, payable monthly in the form of an
annuity for the life of the Participant. Payments shall commence on the
Retirement Date or Disability Date, as the case may be.
1.30 "Lump Sum Payment Method" shall mean the Actuarial Equivalent of the
Participant's Vested SERP Benefit, payable in a lump sum on the Retirement
Date, Disability Date, Qualified Termination Date or thirty (30) days after
the date of death, as the case may be.
1.31 "Non-Qualified Plans" shall mean that certain Amended and Restated Deferred
Compensation Plan, effective as of February 1, 1996, and any other non-
qualified deferred compensation plans hereafter adopted by the Company or
an Employer.
1.32 "Normal Retirement" shall mean a Participant ceasing to be an employee of
all Employers on or after his or her attainment of age sixty-two (62) for
any reason other than a leave of absence, death or Disability. A
Participant shall not be considered an employee of any Employer solely
because he or she serves on the board of directors of any Employer.
1.33 "Normal Retirement Date" shall mean the first day of the month coincident
with or next following the date of Normal Retirement.
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1.34 "Participant" shall mean any employee (i) who is selected to participate in
the Plan, (ii) who signs a Plan Agreement and a Beneficiary Designation
Form, (iii) whose signed Plan Agreement Form and Beneficiary Designation
Form are accepted by the Committee or the Employer, and (iv) whose Plan
Agreement has not terminated. Despite the foregoing, a spouse or former
spouse of a Participant shall not be treated as a Participant in the Plan,
even if he or she has an interest in the Participant's benefits under this
Plan as a result of state property or family law, or property settlements
resulting from a legal separation or divorce.
1.35 "Plan" shall mean the Company's Amended and Restated Supplemental Executive
Retirement Plan, which shall be evidenced by this instrument and by each
Plan Agreement, as amended from time to time.
1.36 "Plan Agreement" shall mean a written agreement, as may be amended from
time to time, which is entered into by and between an Employer and a
Participant. Each Plan Agreement executed by a Participant shall provide
for the entire benefit to which such Participant is entitled under the
Plan, and the Plan Agreement bearing the latest date of acceptance by the
Committee shall govern such entitlement.
1.37 "Plan Year" shall, for the first Plan Year, begin on February 1, 1996, and
end on December 31, 1996. For each Plan Year thereafter, the Plan Year
shall begin on January 1 of each year and continue through December 31.
1.38 "Pre-retirement Survivor Annuity Payment Method" shall mean a benefit that
is the Actuarial Equivalent of the Participant's Vested SERP Benefit,
payable monthly to such Participant's Beneficiary in the form of an annuity
for the life of such Beneficiary. Payments shall commence thirty (30) days
after the date of death.
1.39 "Qualified Termination" shall mean a Participant ceasing to be an employee
of all Employers (i) before his or her attainment of age fifty-five (55)
and (ii) within three (3) years following a Change in Control, for any
reason other than a leave of absence, death or Disability.
1.40 "Qualified Termination Date" shall mean the first day of the month
coincident with or next following the date of Qualified Termination.
1.41 "Retirement" or "Retires" shall mean, in each instance, Early Retirement or
Normal Retirement, as the case may be.
1.42 "Retirement Date" shall mean, in each instance, the Early Retirement Date
or the Normal Retirement Date, as the case may be.
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1.43 "Retirement Plan" shall mean the Company's "Seventh Amendment to The Thrift
and Profit Sharing Retirement Plan and the Money Purchase Pension Plan for
Employees of CalMat Co." executed November 23, 1994, as amended, and any
other qualified plans hereafter adopted by the Company or an Employer.
1.44 "SERP Benefit" shall mean, in the case of Normal Retirement a Joint and
Survivor Annuity Benefit, commencing on the Normal Retirement Date that
provides an annual amount that is equal to:
(a) the product of the Benefit Percentage multiplied by the Participant's
Final Average Compensation; less
----
(b) the Actuarial Equivalent of the Employer Contribution Benefit as of
the Normal Retirement Date, calculated as a Joint and Survivor Annuity
Benefit commencing on the Normal Retirement Date; less
----
(c) the Actuarial Equivalent of the Participant's benefits under the Non-
Qualified Plans as of the Normal Retirement Date derived solely from
the Company's or Employer's contributions or other similar Company or
Employer amounts (as opposed to benefits derived from the
Participant's voluntary deferrals), and amounts credited thereon at
the crediting rate that would be applicable if the Participant
terminated employment on the Normal Retirement Date under such Non-
Qualified Plan (with salary reduction deferrals under any Non-
Qualified Plan being considered the Participant's contributions),
calculated as a Joint and Survivor Annuity Benefit commencing on the
Normal Retirement Date; less
----
(d) the Social Security Benefit.
In the case of death, the SERP Benefit shall be calculated in the manner
set forth above, except that "the later of (i) the date of death or (ii)
what would have been the Participant's fifty-fifth birthday had he or she
survived" shall be substituted for "Normal Retirement Date" wherever Normal
Retirement Date appears. In the event the fifty-fifth birthday date is used
in the calculations above (because the Participant has not yet reached the
age of 55 as of the date of death), it shall be assumed that the Company's
or Employer's contributions or similar amounts described in (c) will
generate earnings from the date of death to age 55 at an annual compounded
rate of seven percent (7%) per annum.
In the case of Early Retirement, the SERP Benefit shall be calculated in
the manner set forth above, except that (i) the Early Retirement Percentage
shall be subtracted from the Benefit Percentage in (a) before the
calculation in (a) is performed, and (ii) "Early
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Retirement Date" shall be substituted for "Normal Retirement Date" wherever
Normal Retirement Date appears.
In the case of a Disability, the SERP Benefit shall be calculated in the
same manner as set forth above, except that (i) the term "Disability Date"
shall be substituted for "Normal Retirement Date" wherever "Normal
Retirement Date" appears, and (ii) if the Disability Date occurs before the
Participant attains age sixty-two (62), the Early Retirement Percentage
(calculated assuming Early Retirement occurred on the Disability Date)
shall be subtracted from the Benefit Percentage in (a) before the
calculation in (a) is performed.
In the case of a Qualified Termination, the SERP Benefit shall be
calculated as follows: The SERP Benefit shall generally be calculated in
the same manner as for Early Retirement, except that for purposes of the
calculation it shall be assumed that (i) Early Retirement shall have
occurred as of the later of (x) the Qualified Termination Date or (y) age
55, and (ii) the Early Retirement Date shall be deemed to be as of the
later of (x) the Qualified Termination Date or (y) age 55. In addition, the
Early Retirement Percentage shall not be reduced in accordance with the
last sentence of the definition of Early Retirement Percentage (which
reduces the Early Retirement Percentage in the event of a Change in
Control). In the event age 55 is used in the calculations above (because
the Participant has not yet reached the age of 55 as of the Qualified
Termination Date), it shall be assumed that the Company's or Employer's
contributions or similar amounts described in (c) will generate earnings
from the Qualified Termination Date to age 55 at an annual compounded rate
of seven percent (7%) per annum.
Since a Participant's SERP Benefit in the case of a Qualified Termination
or death prior to age 55 is calculated as a Joint and Survivor Annuity
Benefit that commences on age 55 (or what would have been the Participant's
---------
fifty-fifth birthday), the Actuarial Equivalent of such a benefit, payable
or commencing on the actual Qualified Termination Date or date of death, as
the case may be, must take into account the fact that payment will occur
prior to age 55 (or what would have been the Participant's fifty-fifth
birthday). For example, if a Qualified Termination occurs when a
Participant is age 43, the SERP Benefit is determined as a Joint and
Survivor Annuity Benefit (pursuant to Section 1.44) commencing at age 55,
and the present value of this benefit , payable as a lump sum at age 43
will be the amount the Participant will receive, assuming that he or she is
fully vested.
1.45 "Social Security Benefit" shall mean the amount resulting from taking one-
half of the Actuarial Equivalent of the Participant's anticipated benefits
under the Social Security Act as of the Retirement Date, Disability Date,
Qualified Termination Date or date of death, as the case may be, and
recalculating them as a Joint and Survivor Annuity Benefit commencing on
the Retirement Date, Disability Date, Qualified Termination Date
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or date of death, as the case may be. In calculating a Participant's
anticipated benefits under the Social Security Act, it shall be assumed
that (i) the Participant will receive no future wages that would be treated
as wages for purposes of the Social Security Act, (ii) the Participant will
begin receiving Social Security benefits at age 62, and (iii) the Social
Security benefits will be calculated in accordance with the law in effect
at the date of the calculation. The Social Security Benefit, once
calculated, shall be frozen as of the date of the calculation and no cost
of living increases shall be assumed in any of the above-described
calculations.
1.46 "Trusts" shall mean (i) the trust established pursuant to that certain
Amended and Restated Trust Agreement, dated as of April 13, 1993, between
the Company and Wachovia Bank and Trust Company, as amended from time to
time, (ii) the trust to be established pursuant to that certain Master
Trust Agreement to be entered into between the Company and Wachovia Bank
and Trust Company on or about June 1, 1996, as amended from time to time,
and (iii) such other trusts as may be established to hold Employers' funds
in connection with this Plan.
1.47 "Unforeseeable Financial Emergency" shall mean an unanticipated emergency
that is caused by an event beyond the control of the Participant that would
result in severe financial hardship to the Participant resulting from (i) a
sudden and unexpected illness or accident of the Participant or a dependent
of the Participant, (ii) a loss of the Participant's property due to
casualty, or (iii) such other extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, all as
determined in the reasonable discretion of the Committee.
1.48 "Vested SERP Benefit" shall mean, with respect to benefits payable under
this Plan upon Disability, death or a Qualified Termination, 100% of a
Participant's SERP Benefit. With respect to benefits payable in the event
of Retirement, a Participant's SERP Benefit shall vest on the basis of the
Participant's Years of Vesting Service at the time of Retirement in
accordance with the following schedule:
<TABLE>
<CAPTION>
YEARS OF VESTING SERVICE AT DATE OF VESTED PERCENTAGE OF
RETIREMENT SERP BENEFIT
<S> <C>
Less than 2 years 0%
2 years or more, but less than 3 10%
3 years or more, but less than 4 20%
4 years or more, but less than 5 40%
5 years or more, but less than 6 60%
6 years or more, but less than 7 80%
7 years or more 100%
</TABLE>
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Notwithstanding the above, if Retirement occurs with respect to a
Participant within three (3) years following a Change in Control, such
Participant's Vested SERP Benefit shall equal 100% of his or her SERP
Benefit.
1.49 "Years of Vesting Service" shall mean the total number of calendar years in
which a Participant has been employed by one or more Employers and
completed at least one thousand Hours of Service, whether or not occurring
prior to or after the effective date of this Plan.
ARTICLE 2
ELIGIBILITY
-----------
2.1 SELECTION BY BOARD. Participation in the Plan shall be limited to a select
------------------
group of management and highly compensated employees of the Employers. From
that group, the Board shall select, in its sole discretion, employees to
participate in the Plan.
2.2 ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
-----------------------
employee shall complete, execute and return to the Committee a Plan
Agreement and a Beneficiary Designation Form.
ARTICLE 3
EMPLOYMENT TAXES
----------------
3.1 FICA AND OTHER TAXES. A Participant's Employer shall withhold, from a
--------------------
Participant's compensation otherwise payable during a Plan Year, the
Participant's share of FICA and other employment taxes, if any, that are
attributable to his or her benefits under this Plan. Such amounts shall be
withheld in a manner determined by the Employer.
ARTICLE 4
BENEFITS
--------
4.1 ELIGIBILITY FOR BENEFITS. If a Participant dies, Retires or suffers a
------------------------
Disability or Qualified Termination, he, she and/or his or her Beneficiary
shall be entitled to his or her Vested SERP Benefit payable in the manner
provided in this Article. Except as otherwise provided herein, any payments
otherwise payable pursuant to this Article 4 shall be subject to the
Deduction Limitation.
4.2 COMMENCEMENT OF BENEFIT PAYMENTS. The payment of benefits shall commence
--------------------------------
as follows:
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(a) RETIREMENT OR QUALIFIED TERMINATION. If a Participant's benefits
-----------------------------------
become payable because of his or her Retirement or Qualified
Termination, such Participant's benefit payments shall commence as
soon as administratively practicable after the Retirement Date or the
Qualified Termination Date, as the case may be.
(b) DISABILITY OR DEATH. If benefits become payable because of a
-------------------
Participant's death, such benefit payments shall commence as soon as
administratively practicable following the Committee's receipt of
written proof or determination of such Participant's death. If
benefits become payable because of a Participant's Disability, such
benefit payments shall commence as soon as administratively
practicable following the Committee's receipt of written proof or
determination of such Participant's Disability, but in no event
earlier than the Disability Date.
(c) REASONABLE TIME; ADJUSTMENT IN PAYMENTS. For purposes of this Section
---------------------------------------
4.2, "as soon as administratively practicable" shall not exceed 120
days from the date of the specified event, except in extraordinary
circumstances, reasonably determined by the Committee. Payments under
the method of payment elected by the Participant shall be adjusted on
an Actuarial Equivalent basis should the payments commence on a date
that is different than the date anticipated under the payment method.
4.3 FORMS OF PAYMENT; ELECTIONS.
---------------------------
(a) RETIREMENT OR DISABILITY. A Participant who is entitled to receive a
------------------------
benefit under Section 4.1 because of Retirement or Disability, may
elect to receive the Vested SERP Benefit under the Joint and 50%
Survivor Annuity Payment Method, the Joint and 100% Survivor Annuity
Payment Method, the Life Annuity Payment Method, the Lump Sum Payment
Method or the Installment Payment Method. A Participant may elect (or
change any prior election), in the case of Retirement, at any time
prior to one year before his or her Retirement or, in the case of a
Disability, any time prior to the later of (i) suffering the
Disability or (ii) one year before his or her Disability Date, to
receive his or her Vested SERP Benefit under any of these payment
methods. The election must be consented to in writing by the electing
Participant's spouse (if any) before the election is valid. If no
valid election is made within the time limits set forth above, the
Vested SERP Benefit will be paid under the Joint and 50% Survivor
Annuity Payment Method.
(b) DEATH. A Participant may elect to have his or her Beneficiary receive
-----
the Vested SERP Benefit under the Pre-retirement Survivor Annuity
Payment Method, the Lump Sum Payment Method or the Installment Payment
Method. A Participant may elect (or change any prior election) at any
time prior to death to have his or her
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Beneficiary receive his or her Vested SERP Benefit under any of these
payment methods. The election must be consented to in writing by the
electing Participant's spouse (if any) before the election is valid.
If no valid election is made prior to the Participant's death, the
Vested SERP Benefit will be paid under the Lump Sum Payment Method.
(c) QUALIFIED TERMINATION. A Participant who is entitled to receive a
---------------------
benefit under Section 4.1 because of a Qualified Termination shall
receive his or her benefit under the Lump Sum Payment Method.
(d) DEATH AFTER RETIREMENT OR DISABILITY. If a Participant dies after he
------------------------------------
or she Retires or after the Disability Date, his or her payment of the
Vested SERP Benefit shall be governed by Section 4.3(a) and not
Section 4.3(b). If a Participant dies after he or she suffers a
Disability but before the Disability Date, his or her SERP Benefit
shall be governed by Section 4.3(b) and not Section 4.3(a).
(e) WITHDRAWAL IN CASE OF UNFORESEEABLE FINANCIAL EMERGENCY. If the
-------------------------------------------------------
Participant experiences an Unforeseeable Financial Emergency at any
time after he or she commences to receive benefit payments under this
Plan, the Participant may petition the Committee to receive all or a
portion of the remaining payments in a lump sum, based on the
Actuarial Equivalent of his or her remaining benefit. The payment
shall not exceed the lesser of the Actuarial Equivalent of the
Participant's remaining benefit or the amount reasonably needed to
satisfy the Unforeseeable Financial Emergency. If the petition is
approved, any payment shall be made within 60 days of the date of
approval.
(f) WITHDRAWAL ELECTION. A Participant may elect, at any time after he or
-------------------
she becomes eligible to receive benefit payments under this Plan, to
receive those payments in a lump sum, calculated as follows: First,
the amount he or she would have received at the applicable
commencement date set forth in Section 4.2 had the Lump Sum Payment
Method been elected (based on the Participant's life expectancy as of
the applicable commencement date) shall be calculated, using the
interest rate under the Actuarial Equivalent definition in effect as
of the election date as the discount rate. Next, the present value of
all payments received through the date of the election, calculated as
of the applicable commencement date and using the interest rate under
the Actuarial Equivalent definition in effect as of the election date
as the discount rate, shall be subtracted from the amount calculated
in the preceding sentence. The remainder described in the preceding
sentence shall next be increased for interest from the date of the
applicable commencement date to the date of the election, using an
interest rate equal to the interest rate under the Actuarial
Equivalent definition in effect as of the
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CONFIDENTIAL
------------
election date, compounded annually. Finally, the figure arrived at in
the preceding sentence shall be reduced by a 10% penalty (this net
amount shall be referred to as the "Participant Benefit Amount").
A Beneficiary may elect, at any time after he or she becomes eligible
to receive benefit payments under this Plan, to receive those payments
in a lump sum, calculated as follows: First, the present value of all
payments he or she would be expected to receive, calculated as of the
date of the death of the Participant (based on the Beneficiary's life
expectancy as of the date of death of the Participant, if life
expectancy is involved in the calculation) shall be calculated, using
the interest rate under the Actuarial Equivalent definition in effect
as of the election date as the discount rate. Next, the present value
of all payments received through the date of the election, calculated
as of the date of death of the Participant and using the interest rate
under the Actuarial Equivalent definition in effect as of the election
date as the discount rate, shall be subtracted from the amount
calculated in the preceding sentence. The remainder described in the
preceding sentence shall next be increased for interest from the date
of death of the Participant to the date of the election, using an
interest rate equal to the interest rate under the Actuarial
Equivalent definition in effect as of the election date, compounded
annually. Finally, the figure arrived at in the preceding sentence
shall be reduced by a 10% penalty (this net amount shall be referred
to as the "Beneficiary Benefit Amount").
No election to partially accelerate benefits shall be allowed. The
Participant or Beneficiary, as the case may be, shall make this
election by giving the Committee advance written notice of the
election in a form determined from time to time by the Committee. The
Participant or Beneficiary, as the case may be, shall be paid the
Participant Benefit Amount or Beneficiary Benefit Amount within 60
days of his or her election, and such payment shall not be subject to
the Deduction Limitation. Once the applicable Benefit Amount is paid,
participation in the Plan shall terminate and the Participant, if
still alive, shall not be eligible to participate in the Plan in the
future.
(g) COMMITTEE DISCRETION. Upon the request of a Participant, the
--------------------
Committee, in its sole discretion and consistent with its established
procedures and rules, may consider other forms of benefit payments, or
the timing of benefit payments, as it deems necessary and prudent
under the circumstances.
4.4 LIMITATION ON BENEFITS. Notwithstanding the foregoing provisions of this
----------------------
Article 4, in no event shall a Participant or his or her Beneficiary
receive more than one form of benefit under this Article 4.
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CONFIDENTIAL
------------
4.5 WITHHOLDING AND PAYROLL TAXES. Subject to the previous payment of
-----------------------------
taxes in accordance with Section 3.1 above, the Employers shall withhold
from any and all benefits made under this Article 4, all federal, state and
local income, employment and other taxes required to be withheld by the
Employer in connection with the benefits hereunder, in amounts and in a
manner to be determined in the sole discretion of the Employers.
ARTICLE 5
TERMINATION, AMENDMENT OR MODIFICATION OF THE PLAN
--------------------------------------------------
5.1 TERMINATION OR AMENDMENT OF PLAN. Each Employer reserves the right to
--------------------------------
terminate the Plan or amend or modify the Plan in whole or in part with
respect to its participating employees at any time, by the actions of its
board of directors. The termination, amendment or modification shall not
adversely affect any Participant or Beneficiary who has become entitled to
the payment of any benefits under the Plan as of the date of the
termination, amendment or modification. In the case of a Participant who is
not yet entitled to receive payments under this Plan, because Disability,
death, Qualified Termination or Retirement has not occurred, the
termination, amendment or modification shall not decrease or restrict a
Participant's benefits below the benefit he or she would have if he or she
ceased to be an employee of all Employers as of the date of the termination
or amendment. The Employer shall have the right to accelerate payments of
benefits by paying the present value equivalent of such payments, using the
interest rate under the definition of Actuarial Equivalent as the discount
rate, in a lump sum or pursuant to a different payment schedule (provided
that the present value of all payments that will have been received by a
Participant at any given point in time under the different payment schedule
shall equal or exceed the present value of all payments that would have
been received at that point in time under the original payment schedule).
Notwithstanding the above, after a Change in Control, this Plan may not be
terminated or amended in a manner that would reduce the anticipated
benefits to a Participant, whether or not such Participant is currently
eligible for such benefits if he or she died, suffered a Disability or
ceased to be an employee of all of the Employers as of the Change in
Control date, without the written consent of the Participant to be
affected.
The Employer's right to terminate, amend or modify the Plan with respect to
a Participant shall at all times be subject to the terms and conditions of
a Participant's written employment agreement, if any.
5.2 TERMINATION OF PLAN AGREEMENT. Absent the earlier termination,
-----------------------------
modification or amendment of the Plan, the Plan Agreement of any
Participant shall terminate upon the full payment of the applicable benefit
as provided under Article 4.
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CONFIDENTIAL
------------
ARTICLE 6
OTHER BENEFITS AND AGREEMENTS
-----------------------------
6.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a
--------------------------------
Participant under this Plan are independent of and in addition to any other
benefits available to such Participant under any other plan or program for
employees of the Employers. The Plan shall supplement and shall not
supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.
ARTICLE 7
ADMINISTRATION OF THE PLAN
--------------------------
7.1 COMMITTEE DUTIES. This Plan shall be administered by a Committee which
----------------
shall consist of the Board, or such committee as the Board shall appoint.
Members of the Committee may be Participants under this Plan. The Committee
shall also have the discretion and authority to (i) make, amend, interpret
and enforce all appropriate rules and regulations for the administration of
this Plan and (ii) decide or resolve any and all questions including
interpretations of this Plan, as may arise in connection with the Plan.
7.2 AGENTS. In the administration of this Plan, the Committee may employ
------
agents and delegate to them such administrative duties as it sees fit
(including acting through a duly appointed representative), and may from
time to time consult with counsel who may be counsel to any Employer.
7.3 BINDING EFFECT OF DECISIONS. The decision or action of the Committee
---------------------------
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules
and regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Plan.
7.4 INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
----------------------
the members of the Committee against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with
respect to this Plan, except in the case of willful misconduct by the
Committee or any of its members.
7.5 EMPLOYER INFORMATION. To enable the Committee to perform its functions,
--------------------
each Employer shall supply full and timely information to the Committee on
all matters relating to the compensation of its Participants, the date and
circumstances of the Retirement, Disability or death of its Participants,
and such other pertinent information as the Committee may reasonably
require.
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CONFIDENTIAL
------------
ARTICLE 8
CLAIMS PROCEDURES
-----------------
8.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
---------------------
Participant (such Participant or Beneficiary being referred to below as a
"Claimant") may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such Claimant
from the Plan. If such a claim relates to the contents of a notice received
by the Claimant, the claim must be made within 60 days after such notice
was received by the Claimant. The claim must state with particularity the
determination desired by the Claimant. All other claims must be made within
180 days of the date on which the event that caused the claim to arise
occurred. The claim must state with particularity the determination desired
by the Claimant.
8.2 NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
------------------------
claim within a reasonable time, and shall notify the Claimant in writing:
(i) that the Claimant's requested determination has been made, and
that the claim has been allowed in full; or
(ii) that the Committee has reached a conclusion contrary, in whole
or in part, to the Claimant's requested determination, and
such notice must set forth in a manner calculated to be
understood by the Claimant:
(1) the specific reason(s) for the denial of the claim, or any
part of it;
(2) specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;
(3) a description of any additional material or information
necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is necessary;
and
(4) an explanation of the claim review procedure set forth in
Section 8.3 below.
8.3 REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from
------------------------
the Committee that a claim has been denied, in whole or in part, a Claimant
(or the Claimant's duly authorized representative) may file with the
Committee a written request for a review of the denial of the claim.
Thereafter, but not later than 30 days after the review procedure began,
the Claimant (or the Claimant's duly authorized representative):
-19-
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CONFIDENTIAL
------------
(i) may review pertinent documents;
(ii) may submit written comments or other documents; and/or
(iii) may request a hearing, which the Committee, in its sole
discretion, may grant.
8.4 DECISION ON REVIEW. The Committee shall render its decision on review
------------------
promptly, and not later than 60 days after the filing of a written request
for review of the denial, unless a hearing is held or other special
circumstances require additional time, in which case the Committee's
decision must be rendered within 120 days after such date. Such decision
must be written in a manner calculated to be understood by the Claimant,
and it must contain:
(i) specific reasons for the decision;
(ii) specific reference(s) to the pertinent Plan provisions upon
which the decision was based; and
(iii) such other matters as the Committee deems relevant.
8.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
------------
this Article 8 is a mandatory prerequisite to a Claimant's right to
commence any legal action with respect to any claim for benefits under this
Plan.
ARTICLE 9
BENEFICIARY DESIGNATION
-----------------------
9.1 BENEFICIARY. Each Participant shall have the right, at any time, to
-----------
designate his or her Beneficiary(ies) (both primary as well as contingent)
to receive any benefits payable under the Plan to a beneficiary upon the
death of a Participant. The Beneficiary designated under this Plan may be
the same as or different from the Beneficiary designation under any other
plan of an Employer in which the Participant participates.
9.2 BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
------------------------------------------------
designate his or her Beneficiary by completing and signing the Beneficiary
Designation Form, and returning it to the Committee or its designated
agent. A Participant shall have the right to change a Beneficiary by
completing, signing and otherwise complying with the terms of the
Beneficiary Designation Form and the Committee's rules and procedures, as
in effect from time to time. If the Participant names someone other than
his or her spouse as a Beneficiary, a spousal consent, in the form
designated by the Committee, must
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CONFIDENTIAL
------------
be signed by that Participant's spouse and returned to the Committee. Upon
the acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be cancelled. The Committee
shall be entitled to rely on the last Beneficiary Designation Form filed by
the Participant and accepted by the Committee prior to his or her death.
9.3 ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
--------------
shall be effective until received, accepted and acknowledged in writing by
the Committee or its designated agent.
9.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
--------------------------
Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant's benefits, then the Participant's
designated Beneficiary shall be deemed to be his or her surviving spouse.
If the Participant has no surviving spouse, the benefits remaining under
the Plan shall be payable to his or her estate (and if a life expectancy is
needed in order to calculate benefits, the estate will be deemed to have a
life expectancy equal to the Participant's life expectancy at the date of
death).
9.5 DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
-----------------------
Beneficiary to receive payments pursuant to this Plan, the Committee shall
have the right, exercisable in its discretion, to cause the Participant's
Employer to withhold such payments until this matter is resolved to the
Committee's satisfaction.
9.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
------------------------
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to the
Participant, and that Participant's Plan Agreement shall terminate upon
such full payment of benefits.
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CONFIDENTIAL
------------
ARTICLE 10
TRUSTS
------
10.1 FUNDING OF THE TRUSTS. The Company shall at least annually transfer
---------------------
over to the Trusts, as a minimum contribution, such amounts as the Enrolled
Actuary shall certify as necessary to fund all anticipated Vested SERP
Benefits, utilizing the aggregate cost method with the following
assumptions:
Annual earnings rate: 7% or such lesser rate set by the Committee
Mortality:
Pre-retirement None
Post-retirement 85% of 1983 GAM Mortality Table
Compensation: 6.5% annually
Retirement age: 62
Social Security Benefits: 3.0% annually
10.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUSTS. The provisions of the
--------------------------------------------
Plan and the Plan Agreement shall govern the rights of a Participant to
receive distributions pursuant to the Plan. The provisions of the Trusts
shall govern the rights of the Employers, Participants and the creditors of
the Employers to the assets transferred to the Trusts. Each Employer shall
at all times remain liable to carry out its obligations under the Plan.
Each Employer's obligations under the Plan may be satisfied with assets of
the Trusts distributed pursuant to the terms of the Trusts, and any such
distribution shall reduce the Employer's obligations under this Agreement.
ARTICLE 11
MISCELLANEOUS
-------------
11.1 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
--------------------------
successors and assigns shall have no legal or equitable rights, interests
or claims in any property or assets of an Employer. Any and all of an
Employer's assets shall be, and remain, the general, unpledged unrestricted
assets of the Employer. An Employer's obligation under the Plan shall be
merely that of an unfunded and unsecured promise to pay money in the
future.
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<PAGE>
CONFIDENTIAL
------------
11.2 EMPLOYER'S LIABILITY. An Employer's liability for the payment of
--------------------
benefits shall be defined only by the Plan and the Plan Agreement, as
entered into between the Employer and a Participant. An Employer shall have
no obligation to a Participant under the Plan except as expressly provided
in the Plan and his or her Plan Agreement.
11.3 NONASSIGNABILITY. Neither a Participant nor any other person shall
----------------
have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate or convey in advance
of actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are, expressly declared to be
unassignable and non-transferable, except that the foregoing shall not
apply to any family support obligations set forth in a court order. No part
of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony
or separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any
other person's bankruptcy or insolvency.
11.4 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
----------------------------
shall not be deemed to constitute a contract of employment between any
Employer and a Participant. Such employment is hereby acknowledged to be an
"at will" employment relationship that can be terminated at any time for
any reason, with or without cause, unless otherwise expressly provided in a
written employment agreement. Nothing in this Plan shall be deemed to give
a Participant the right to be retained in the service of any Employer or to
interfere with the right of any Employer to discipline or discharge a
Participant at any time.
11.5 FURNISHING INFORMATION. A Participant or his or her Beneficiary will
----------------------
cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be requested
in order to facilitate the administration of the Plan and the payments of
benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem reasonably necessary.
11.6 TERMS. Whenever any words are used herein in the masculine, they
-----
shall be construed as though they were in the feminine in all cases where
they would so apply; and whenever any words are used herein in the singular
or in the plural, they shall be construed as though they were used in the
plural or the singular, as the case may be, in all cases where they would
so apply.
11.7 CAPTIONS. The captions of the articles, sections and paragraphs of
--------
this Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
-23-
<PAGE>
CONFIDENTIAL
------------
11.8 GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
-------------
construed and interpreted according to the internal laws of the State of
California without regard to its conflicts of laws principles.
11.9 NOTICE. Any notice or filing required or permitted to be given to the
------
Committee under this Plan shall be sufficient if in writing and hand-
delivered, or sent by registered or certified mail, to the address below:
Non-Qualified Plans Committee
CalMat Co.
3200 San Fernando Road
Los Angeles, California 90065
or to such other address as may furnished to the Participant in writing
in accordance with this notice provision. Such notice shall be deemed
given as of the date of delivery or, if delivery is made by mail, as of
the date shown on the postmark on the receipt for registration or
certification.
Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered, or
sent by mail, to the last known address of the Participant.
11.10 SUCCESSORS. The provisions of this Plan shall bind and inure to the
----------
benefit of the Participant's Employer and its successors and assigns and
the Participant and the Participant's Beneficiary.
11.11 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse
-----------------
of a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in
any manner, including but not limited to such spouse's will, nor shall
such interest pass under the laws of intestate succession.
11.12 VALIDITY. In case any provision of this Plan shall be illegal or
--------
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Plan shall be construed and enforced
as if such illegal and invalid provision had never been inserted herein.
11.13 INCOMPETENT. If the Committee determines in its discretion that a
-----------
benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that
person's property, the Committee may direct payment of such benefit to
the guardian, legal representative or person having the care and custody
of such minor, incompetent or incapable person. The Committee may require
proof of minority, incompetency, incapacity or guardianship, as it may
deem appropriate prior to
-24-
<PAGE>
CONFIDENTIAL
------------
distribution of the benefit. Any payment of a benefit shall be a payment
for the account of the Participant and the Participant's Beneficiary, as
the case may be, and shall be a complete discharge of any liability under
the Plan for such payment amount.
11.14 COURT ORDER. The Committee is authorized to make any payments
-----------
directed by court order in any action in which the Plan or the Committee
has been named as a party.
11.15 DISTRIBUTION IN THE EVENT OF TAXATION.
-------------------------------------
(a) GENERAL. If, for any reason, all or any portion of a Participant's
-------
benefit under this Plan becomes taxable to the Participant prior to
receipt, a Participant may petition the Committee for a distribution
of that portion of his or her benefit that has become taxable. Upon
the grant of such a petition, which grant shall not be unreasonably
withheld, a Participant's Employer shall distribute to the
Participant immediately available funds in an amount that is
sufficient to pay all federal, state and local income taxes that
have resulted from such taxable portion of the benefits under this
Plan, plus interest and penalties thereon. If the petition is
granted, the tax liability distribution shall be made within 90 days
of the date when the Participant's petition is granted. Such a
distribution shall affect and reduce the benefits to be paid under
this Plan.
(b) TRUSTS. If either or both of the Trusts terminates in accordance
------
with Section 3.6(e) of the respective Trust and benefits are
distributed from the Trust(s) to a Participant in accordance with
that Section, the Participant's benefits under this Plan shall be
reduced to the extent of such distributions.
IN WITNESS WHEREOF, the Company has signed this Plan document
as of February 1, 1996.
"Company"
CALMAT CO.,
a Delaware corporation
By: /s/ A.F. Gerstell
----------------------------------------
Chairman of the Board, President
Title: and Chief Executive Officer
--------------------------------------
By: /s/ Paul Stanford
-----------------------------------------
Executive Vice President - Administration,
Title: General Counsel and Secretary
--------------------------------------
-25-
<PAGE>
EXHIBIT 10.2
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------------
This is the First Amendment to the Employment Agreement, dated April 13,
1993 ("Agreement"), which is a restatement of an amended and restated Employment
Agreement originally effective as of July 1, 1984, and most recently amended
August 7, 1991, between CALMAT CO., a Delaware corporation (hereinafter called
"Company"), and A. FREDERICK GERSTELL (hereinafter called "Executive").
Sub-section 3.2 (v), of Section 3.2: Participation in Other Company
------------------------------
Benefits, of Article III -- Other Benefits, of the Agreement, shall be amended
- - -------- --------------
to read in full as follows:
"(v) the amount to which the Executive would otherwise be entitled
under the SERP shall be determined (A) based on his age at the date he
would otherwise have terminated employment, (B) taking into account
the years of vesting service and the salary and bonuses he would have
earned through such date based on his salary rate in effect at his
actual termination date and assuming that he would be entitled to
bonuses as provided in (i) above, increased using the 6.5%
compensation scale assumption adopted by the SERP for funding the SERP
trusts, (C) deeming the amount of the Executive's Employer
Contribution Benefit (as defined in the SERP) to include the amount in
(ii) above, (D) assuming payments of SERP benefits would not have
commenced prior to the date the Executive would otherwise have
terminated employment, and (E) permitting the Executive to elect to
receive (without a penalty) a lump sum payment upon his termination of
employment which is the Actuarial Equivalent (as defined in the SERP)
of the lump sum payment which would have been payable to Executive (if
he made a timely election to receive a lump sum payment) on the date
he would have otherwise terminated employment."
<PAGE>
All other terms and conditions of the Agreement are ratified and
confirmed.
EXECUTED by the parties this 6th day of June , 1996.
--------- -------------
CALMAT CO.
a Delaware corporation
By: /s/ Paul Stanford
----------------------------------------
/s/ A. Frederick Gerstell By: /s/ Christine McVeigh
- - --------------------------------- ----------------------------------------
A. Frederick Gerstell
"Executive" "Company"
2
<PAGE>
EXHIBIT 10.3
CALMAT CO.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PLAN AGREEMENT
THIS PLAN AGREEMENT (this "Agreement"), is entered into as of February 1,
1996, between CalMat Co., a Delaware corporation (the "Company"), and A.
Frederick Gerstell (the "Participant").
Recitals
--------
A. The Participant is a member of a select group of management and highly
compensated employees who contribute materially to the continued growth,
development and future business success of the Company.
B. The Company has adopted, effective February 1, 1996, a plan (the
"Plan") , evidenced by that certain document entitled the Amended and Restated
CalMat Co. Supplemental Executive Retirement Plan, Effective February 1, 1996,
as may be amended from time to time (the "Plan Document"), and the Participant
has been selected to participate in the Plan.
C. The Participant desires to participate in the Plan.
Agreement
---------
NOW THEREFORE, it is mutually agreed that:
1. Definitions. Unless otherwise provided in this Agreement, the
-----------
capitalized terms in this Agreement shall have the same meaning as under the
Plan Document.
2. Integrated Agreement; Parties Bound. The Plan Document, a copy of which
-----------------------------------
has been delivered to Participant, is hereby incorporated into and made a part
of this Agreement as though set forth in full in this Agreement. The parties to
this Agreement agree to and shall be bound by, and have the benefit of, each and
every provision of the Plan as set forth in the Plan Document. This Agreement
and the Plan Document, collectively, shall be considered one complete contract
between the parties.
3. Acknowledgment. The Participant hereby acknowledges that he or she has
--------------
read and understands this Agreement and the Plan Document.
4. Benefit Percentage. The Participant's Benefit Percentage shall be
------------------
sixty-five percent (65%).
<PAGE>
5. Conditions to Participation. As a condition to participation in the
---------------------------
Plan, the Participant must complete, sign, date and return to the Committee two
original copies of this Agreement (one of which shall be returned to the
Participant) and a Beneficiary Designation Form.
6. Successors and Assigns. This Agreement shall inure to the benefit of,
----------------------
and be binding upon, the Company, its successors and assigns, and the
Participant.
7. Governing Law. This Agreement shall be governed by and construed under
-------------
the governing law provision of the Plan Document.
8. Entire Agreement. This Agreement contains the entire understanding
----------------
between the parties with respect to the subject matter hereof and supersedes any
prior understandings and agreements between them with respect thereto.
IN WITNESS WHEREOF, the Participant has signed and the Company has accepted
this Plan Agreement as of the date first written above.
PARTICIPANT
Dated: 5/15/96 /s/ A.F. Gerstell
---------------------- ---------------------------
(Signature)
A.F. Gerstell
---------------------------
(Type or print name)
AGREED TO AND ACCEPTED BY THE COMPANY:
CALMAT CO.,
a Delaware Corporation
By: /s/ Paul Stanford Dated: May 15, 1996
----------------------- ---------------------
Its: Secretary
-----------------------
<PAGE>
EXHIBIT 10.4
CALMAT CO.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PLAN AGREEMENT
THIS PLAN AGREEMENT (this "Agreement"), is entered into as of February
1, 1996, between CalMat Co., a Delaware corporation (the "Company"), and R.
Bruce Rieser (the "Participant").
Recitals
--------
A. The Participant is a member of a select group of management and
highly compensated employees who contribute materially to the continued growth,
development and future business success of the Company.
B. The Company has adopted, effective February 1, 1996, a plan (the
"Plan") , evidenced by that certain document entitled the Amended and Restated
CalMat Co. Supplemental Executive Retirement Plan, Effective February 1, 1996,
as may be amended from time to time (the "Plan Document"), and the Participant
has been selected to participate in the Plan.
C. The Participant desires to participate in the Plan.
Agreement
---------
NOW THEREFORE, it is mutually agreed that:
1. Definitions. Unless otherwise provided in this Agreement, the
-----------
capitalized terms in this Agreement shall have the same meaning as under the
Plan Document.
2. Integrated Agreement; Parties Bound. The Plan Document, a copy of
-----------------------------------
which has been delivered to Participant, is hereby incorporated into and made a
part of this Agreement as though set forth in full in this Agreement. The
parties to this Agreement agree to and shall be bound by, and have the benefit
of, each and every provision of the Plan as set forth in the Plan Document. This
Agreement and the Plan Document, collectively, shall be considered one complete
contract between the parties.
3. Acknowledgment. The Participant hereby acknowledges that he or
--------------
she has read and understands this Agreement and the Plan Document.
4. Benefit Percentage. The Participant's Benefit Percentage shall be
------------------
sixty percent (60%).
<PAGE>
5. Conditions to Participation. As a condition to participation in
---------------------------
the Plan, the Participant must complete, sign, date and return to the Committee
two original copies of this Agreement (one of which shall be returned to the
Participant) and a Beneficiary Designation Form.
6. Successors and Assigns. This Agreement shall inure to the benefit
----------------------
of, and be binding upon, the Company, its successors and assigns, and the
Participant.
7. Governing Law. This Agreement shall be governed by and construed
-------------
under the governing law provision of the Plan Document.
8. Entire Agreement. This Agreement contains the entire
----------------
understanding between the parties with respect to the subject matter hereof and
supersedes any prior understandings and agreements between them with respect
thereto.
IN WITNESS WHEREOF, the Participant has signed and the Company has
accepted this Plan Agreement as of the date first written above.
PARTICIPANT
Dated: May 15, 1996 /s/ R. Bruce Rieser
---------------------- ---------------------------
(Signature)
R. Bruce Rieser
---------------------------
(Type or print name)
AGREED TO AND ACCEPTED BY THE COMPANY:
CALMAT CO.,
a Delaware Corporation
By: /s/ A.F. Gerstell Dated: 5/15/96
------------------------- --------------------
Its: Chairman, President & CEO
-------------------------
<PAGE>
EXHIBIT 10.5
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------------
This is the Third Amendment to the Employment Agreement made effective as
of October 30, 1987 ("Agreement") between CALMAT CO., a Delaware corporation
(hereinafter called "Company"), and SCOTT J WILCOTT (hereinafter called
"Executive").
Section 3.2: Participation in Other Company Benefits, shall be amended to
---------------------------------------
read in full as follows:
"In addition to the benefits provided in this Agreement, the
Executive shall, throughout the term hereof (prior to death) be
entitled to and shall receive all other benefits generally available
to other executives of the Company, including (without limitation)
benefits under the Company's medical, health, disability, death
benefit, profit sharing and bonus and other incentive compensation
plans (other than stock option plans). The Executive shall be
entitled to receive benefits which are at least as great in scope and
amount as those received by any other employee of the Company except
the Chairman of the Board and Chief Executive Officer of the Company
and the President and Chief Operating Officer of the Company. The
Executive shall also be entitled to benefits under the Company's
Supplemental Executive Retirement Plan ("SERP"), whether or not the
SERP is available to other executives. If the Executive's employment
is terminated pursuant to Section 1.2(b), Section 1.3, or Section 1.5:
(i) the amount the Executive otherwise would have received as bonus
payments for the period after the termination shall be determined
assuming that he would be entitled to an annual bonus or bonuses at an
annual rate at least equal to the average of his annual bonuses for
the preceding two years and that he would be entitled to receive a
pro-rata portion of such amount for any period shorter than a full
calendar year; (ii) the amount of the profit sharing plan
contributions otherwise made on behalf of the Executive shall be
determined assuming that the level of Company contributions to the
plan would equal the average of such levels for the preceding two
years; (iii) the payment for the value of welfare benefits shall be
based on the current cost of such coverage to the Company and shall
take into account the Executive's entitlement to participate in the
Company's welfare benefit plans for retirees (if he would have
qualified for such participation assuming he had an additional three
years of service); and (iv) the amount to which the Executive would
otherwise be entitled under the SERP shall be determined (A) based on
his age at the date he would otherwise have terminated employment,
<PAGE>
(B) taking into account the years of vesting service and the salary
and bonuses he would have earned through such date based on his salary
rate in effect at his actual termination date and assuming that he
would be entitled to bonuses as provided in (i) above, increased using
the 6.5% compensation scale assumption adopted by the SERP for funding
the SERP trusts, (C) deeming the amount of the Executive's Employer
Contribution Benefit (as defined in the SERP) to include the amount in
(ii) above, (D) assuming payments of SERP benefits would not have
commenced prior to the date the Executive would otherwise have
terminated employment, and (E) permitting the Executive to elect to
receive (without a penalty) a lump sum payment upon his termination of
employment which is the Actuarial Equivalent (as defined in the SERP)
of the lump sum payment which would have been payable to Executive (if
he made a timely election to receive a lump sum payment) on the date
he would have otherwise terminated employment."
All other terms and conditions of the Agreement are ratified and
confirmed.
EXECUTED by the parties this 6th day of June, 1996.
--- ----
CALMAT CO.
a Delaware corporation
By: /s/ A. Frederick Gerstell
-----------------------------------------
Chairman of the Board, President,
Chief Executive Officer and
Chief Operating Officer
/s/ Scott J Wilcott By: /s/ Paul Stanford
- - ---------------------------------- -----------------------------------------
Scott J Wilcott Executive Vice President --
Administration, General Counsel
and Secretary
"Executive" "Company"
2
<PAGE>
EXHIBIT 10.6
CALMAT CO.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PLAN AGREEMENT
THIS PLAN AGREEMENT (this "Agreement"), is entered into as of February
1, 1996, between CalMat Co., a Delaware corporation (the "Company"), and Scott
J Wilcott (the "Participant").
Recitals
--------
A. The Participant is a member of a select group of management and
highly compensated employees who contribute materially to the continued growth,
development and future business success of the Company.
B. The Company has adopted, effective February 1, 1996, a plan (the
"Plan"), evidenced by that certain document entitled the Amended and Restated
CalMat Co. Supplemental Executive Retirement Plan, Effective February 1, 1996,
as may be amended from time to time (the "Plan Document"), and the Participant
has been selected to participate in the Plan.
C. The Participant desires to participate in the Plan.
Agreement
---------
NOW THEREFORE, it is mutually agreed that:
1. Definitions. Unless otherwise provided in this Agreement, the
-----------
capitalized terms in this Agreement shall have the same meaning as under the
Plan Document.
2. Integrated Agreement; Parties Bound. The Plan Document, a copy of
-----------------------------------
which has been delivered to Participant, is hereby incorporated into and made a
part of this Agreement as though set forth in full in this Agreement. The
parties to this Agreement agree to and shall be bound by, and have the benefit
of, each and every provision of the Plan as set forth in the Plan Document. This
Agreement and the Plan Document, collectively, shall be considered one complete
contract between the parties.
3. Acknowledgment. The Participant hereby acknowledges that he or
--------------
she has read and understands this Agreement and the Plan Document.
4. Benefit Percentage. The Participant's Benefit Percentage shall be
------------------
sixty percent (60%).
<PAGE>
5. Conditions to Participation. As a condition to participation in
---------------------------
the Plan, the Participant must complete, sign, date and return to the Committee
two original copies of this Agreement (one of which shall be returned to the
Participant) and a Beneficiary Designation Form.
6. Successors and Assigns. This Agreement shall inure to the benefit
----------------------
of, and be binding upon, the Company, its successors and assigns, and the
Participant.
7. Governing Law. This Agreement shall be governed by and construed
-------------
under the governing law provision of the Plan Document.
8. Entire Agreement. This Agreement contains the entire
----------------
understanding between the parties with respect to the subject matter hereof and
supersedes any prior understandings and agreements between them with respect
thereto.
IN WITNESS WHEREOF, the Participant has signed and the Company has
accepted this Plan Agreement as of the date first written above.
PARTICIPANT
Dated: May 15, 1996 /s/ Scott J Wilcott
---------------------- ---------------------------
(Signature)
Scott J Wilcott
---------------------------
(Type or print name)
AGREED TO AND ACCEPTED BY THE COMPANY:
CALMAT CO.,
a Delaware Corporation
By: /s/ A.F. Gerstell Dated: 5/15/96
------------------------- --------------------
Its: Chairman, President & CEO
-------------------------
<PAGE>
EXHIBIT 10.7
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------------
This is the Third Amendment to the Employment Agreement made effective as
of May 31, 1991 ("Agreement") between CALMAT CO., a Delaware corporation
(hereinafter called "Company"), and PAUL STANFORD (hereinafter called
"Executive").
Section 3.2: Participation in Other Company Benefits, shall be amended to
---------------------------------------
read in full as follows:
"In addition to the benefits provided in this Agreement, the
Executive shall, throughout the term hereof (prior to death) be
entitled to and shall receive all other benefits generally available
to other executives of the Company, including (without limitation)
benefits under the Company's medical, health, disability, death
benefit, profit sharing and bonus and other incentive compensation
plans (other than stock option plans). The Executive shall be
entitled to receive benefits which are at least as great in scope and
amount as those received by any other employee of the Company except
the Chairman of the Board and Chief Executive Officer of the Company
and the President and Chief Operating Officer of the Company. The
Executive shall also be entitled to benefits under the Company's
Supplemental Executive Retirement Plan ("SERP"), whether or not the
SERP is available to other executives. If the Executive's employment
is terminated pursuant to Section 1.2(b), Section 1.3, or Section 1.5:
(i) the amount the Executive otherwise would have received as bonus
payments for the period after the termination shall be determined
assuming that he would be entitled to an annual bonus or bonuses at an
annual rate at least equal to the average of his annual bonuses for
the preceding two years and that he would be entitled to receive a
pro-rata portion of such amount for any period shorter than a full
calendar year; (ii) the amount of the profit sharing plan
contributions otherwise made on behalf of the Executive shall be
determined assuming that the level of Company contributions to the
plan would equal the average of such levels for the preceding two
years; (iii) the payment for the value of welfare benefits shall be
based on the current cost of such coverage to the Company and shall
take into account the Executive's entitlement to participate in the
Company's welfare benefit plans for retirees (if he would have
qualified for such participation assuming he had an additional three
years of service); and (iv) the amount to which the Executive would
otherwise be entitled under the SERP shall be determined (A) based on
his age at the date he would otherwise have terminated employment,
<PAGE>
(B) taking into account the years of vesting service and the salary
and bonuses he would have earned through such date based on his salary
rate in effect at his actual termination date and assuming that he
would be entitled to bonuses as provided in (i) above, increased using
the 6.5% compensation scale assumption adopted by the SERP for funding
the SERP trusts, (C) deeming the amount of the Executive's Employer
Contribution Benefit (as defined in the SERP) to include the amount in
(ii) above, (D) assuming payments of SERP benefits would not have
commenced prior to the date the Executive would otherwise have
terminated employment, and (E) permitting the Executive to elect to
receive (without a penalty) a lump sum payment upon his termination of
employment which is the Actuarial Equivalent (as defined in the SERP)
of the lump sum payment which would have been payable to Executive (if
he made a timely election to receive a lump sum payment) on the date
he would have otherwise terminated employment."
All other terms and conditions of the Agreement are ratified and
confirmed.
EXECUTED by the parties this 6th day of June, 1996.
--- ----
CALMAT CO.
a Delaware corporation
By: /s/ A. Frederick Gerstell
--------------------------------------
Chairman of the Board, President,
Chief Executive Officer and Chief
Operating Officer
/s/ Paul Stanford By: /s/ Christine McVeigh
- - -------------------------------- -------------------------------------
Paul Stanford Assistant Secretary
"Executive" "Company"
2
<PAGE>
EXHIBIT 10.8
CALMAT CO.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PLAN AGREEMENT
THIS PLAN AGREEMENT (this "Agreement"), is entered into as of February
1,1996, between CalMat Co., a Delaware corporation (the "Company"), and Paul
Stanford (the "Participant").
Recitals
--------
A. The Participant is a member of a select group of management and
highly compensated employees who contribute materially to the continued growth,
development and future business success of the Company.
B. The Company has adopted, effective February 1, 1996, a plan (the
"Plan") , evidenced by that certain document entitled the Amended and Restated
CalMat Co. Supplemental Executive Retirement Plan, Effective February 1, 1996,
as may be amended from time to time (the "Plan Document"), and the Participant
has been selected to participate in the Plan.
C. The Participant desires to participate in the Plan.
Agreement
---------
NOW THEREFORE, it is mutually agreed that:
1. Definitions. Unless otherwise provided in this Agreement, the
-----------
capitalized terms in this Agreement shall have the same meaning as under the
Plan Document.
2. Integrated Agreement; Parties Bound. The Plan Document, a copy of
-----------------------------------
which has been delivered to Participant, is hereby incorporated into and made a
part of this Agreement as though set forth in full in this Agreement. The
parties to this Agreement agree to and shall be bound by, and have the benefit
of, each and every provision of the Plan as set forth in the Plan Document. This
Agreement and the Plan Document, collectively, shall be considered one complete
contract between the parties.
3. Acknowledgment. The Participant hereby acknowledges that he or
--------------
she has read and understands this Agreement and the Plan Document.
4. Benefit Percentage. The Participant's Benefit Percentage shall be
------------------
sixty percent (60%).
<PAGE>
5. Conditions to Participation. As a condition to participation in
---------------------------
the Plan, the Participant must complete, sign, date and return to the Committee
two original copies of this Agreement (one of which shall be returned to the
Participant) and a Beneficiary Designation Form.
6. Successors and Assigns. This Agreement shall inure to the benefit
----------------------
of, and be binding upon, the Company, its successors and assigns, and the
Participant.
7. Governing Law. This Agreement shall be governed by and construed
-------------
under the governing law provision of the Plan Document.
8. Entire Agreement. This Agreement contains the entire
----------------
understanding between the parties with respect to the subject matter hereof and
supersedes any prior understandings and agreements between them with respect
thereto.
IN WITNESS WHEREOF, the Participant has signed and the Company has
accepted this Plan Agreement as of the date first written above.
PARTICIPANT
Dated: May 15, 1996 /s/ Paul Stanford
---------------------- ---------------------------
(Signature)
Paul Stanford
---------------------------
(Type or print name)
AGREED TO AND ACCEPTED BY THE COMPANY:
CALMAT CO.,
a Delaware Corporation
By: /s/ A.F. Gerstell Dated: 5/15/96
------------------------ --------------------
Its: Chairman, President & CEO
------------------------
<PAGE>
EXHIBIT 10.9
CALMAT CO.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PLAN AGREEMENT
THIS PLAN AGREEMENT (this "Agreement"), is entered into as of February
1, 1996, between CalMat Co., a Delaware corporation (the "Company"), and H.
James Gallagher (the "Participant").
Recitals
--------
A. The Participant is a member of a select group of management and
highly compensated employees who contribute materially to the continued growth,
development and future business success of the Company.
B. The Company has adopted, effective February 1, 1996, a plan (the
"Plan") , evidenced by that certain document entitled the Amended and Restated
CalMat Co. Supplemental Executive Retirement Plan, Effective February 1, 1996,
as may be amended from time to time (the "Plan Document"), and the Participant
has been selected to participate in the Plan.
C. The Participant desires to participate in the Plan.
Agreement
---------
NOW THEREFORE, it is mutually agreed that:
1. Definitions. Unless otherwise provided in this Agreement, the
-----------
capitalized terms in this Agreement shall have the same meaning as under the
Plan Document.
2. Integrated Agreement; Parties Bound. The Plan Document, a copy of
-----------------------------------
which has been delivered to Participant, is hereby incorporated into and made a
part of this Agreement as though set forth in full in this Agreement. The
parties to this Agreement agree to and shall be bound by, and have the benefit
of, each and every provision of the Plan as set forth in the Plan Document. This
Agreement and the Plan Document, collectively, shall be considered one complete
contract between the parties.
3. Acknowledgment. The Participant hereby acknowledges that he or
--------------
she has read and understands this Agreement and the Plan Document.
4. Benefit Percentage. The Participant's Benefit Percentage shall be
------------------
sixty percent (60%).
<PAGE>
5. Conditions to Participation. As a condition to participation in
---------------------------
the Plan, the Participant must complete, sign, date and return to the Committee
two original copies of this Agreement (one of which shall be returned to the
Participant) and a Beneficiary Designation Form.
6. Successors and Assigns. This Agreement shall inure to the benefit
----------------------
of, and be binding upon, the Company, its successors and assigns, and the
Participant.
7. Governing Law. This Agreement shall be governed by and construed
-------------
under the governing law provision of the Plan Document.
8. Entire Agreement. This Agreement contains the entire
----------------
understanding between the parties with respect to the subject matter hereof and
supersedes any prior understandings and agreements between them with respect
thereto.
IN WITNESS WHEREOF, the Participant has signed and the Company has
accepted this Plan Agreement as of the date first written above.
PARTICIPANT
Dated: May 15, 1996 /s/ H. James Gallagher
----------------------- ---------------------------
(Signature)
H. James Gallagher
---------------------------
(Type or print name)
AGREED TO AND ACCEPTED BY THE COMPANY:
CALMAT CO.,
a Delaware Corporation
By: /s/ A.F. Gerstell Dated: 5/15/96
------------------------- -------------------
Its: Chairman, President & CEO
-------------------------
<PAGE>
EXHIBIT 10.10
CALMAT CO.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PLAN AGREEMENT
THIS PLAN AGREEMENT (this "Agreement"), is entered into as of February
1, 1996, between CalMat Co., a Delaware corporation (the "Company"), and Edward
J. Kelly (the "Participant").
Recitals
--------
A. The Participant is a member of a select group of management and
highly compensated employees who contribute materially to the continued growth,
development and future business success of the Company.
B. The Company has adopted, effective February 1, 1996, a plan (the
"Plan") , evidenced by that certain document entitled the Amended and Restated
CalMat Co. Supplemental Executive Retirement Plan, Effective February 1, 1996,
as may be amended from time to time (the "Plan Document"), and the Participant
has been selected to participate in the Plan.
C. The Participant desires to participate in the Plan.
Agreement
---------
NOW THEREFORE, it is mutually agreed that:
1. Definitions. Unless otherwise provided in this Agreement, the
-----------
capitalized terms in this Agreement shall have the same meaning as under the
Plan Document.
2. Integrated Agreement; Parties Bound. The Plan Document, a copy of
-----------------------------------
which has been delivered to Participant, is hereby incorporated into and made a
part of this Agreement as though set forth in full in this Agreement. The
parties to this Agreement agree to and shall be bound by, and have the benefit
of, each and every provision of the Plan as set forth in the Plan Document. This
Agreement and the Plan Document, collectively, shall be considered one complete
contract between the parties.
3. Acknowledgment. The Participant hereby acknowledges that he or
--------------
she has read and understands this Agreement and the Plan Document.
4. Benefit Percentage. The Participant's Benefit Percentage shall be
------------------
sixty percent (60%).
<PAGE>
5. Conditions to Participation. As a condition to participation in
---------------------------
the Plan, the Participant must complete, sign, date and return to the Committee
two original copies of this Agreement (one of which shall be returned to the
Participant) and a Beneficiary Designation Form.
6. Successors and Assigns. This Agreement shall inure to the benefit
----------------------
of, and be binding upon, the Company, its successors and assigns, and the
Participant.
7. Governing Law. This Agreement shall be governed by and construed
-------------
under the governing law provision of the Plan Document.
8. Entire Agreement. This Agreement contains the entire
----------------
understanding between the parties with respect to the subject matter hereof and
supersedes any prior understandings and agreements between them with respect
thereto.
IN WITNESS WHEREOF, the Participant has signed and the Company has
accepted this Plan Agreement as of the date first written above.
PARTICIPANT
Dated: May 15, 1996 /s/ Edward J. Kelly
---------------------- ---------------------------
(Signature)
Edward J. Kelly
---------------------------
(Type or print name)
AGREED TO AND ACCEPTED BY THE COMPANY:
CALMAT CO.,
a Delaware Corporation
By: /s/ A.F. Gerstell Dated: 5/15/96
------------------------- --------------------
Its: Chairman, President & CEO
-------------------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 69,128
<ALLOWANCES> 5,302
<INVENTORY> 13,723
<CURRENT-ASSETS> 95,373
<PP&E> 697,111
<DEPRECIATION> (288,325)
<TOTAL-ASSETS> 577,262
<CURRENT-LIABILITIES> 63,325
<BONDS> 98,273
0
0
<COMMON> 23,237
<OTHER-SE> 308,049
<TOTAL-LIABILITY-AND-EQUITY> 577,262
<SALES> 185,564
<TOTAL-REVENUES> 189,338
<CGS> 160,806
<TOTAL-COSTS> 160,806
<OTHER-EXPENSES> 830
<LOSS-PROVISION> 1,015
<INTEREST-EXPENSE> 2,277
<INCOME-PRETAX> 6,101
<INCOME-TAX> 2,257
<INCOME-CONTINUING> 3,844
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<NET-INCOME> 3,844
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0
</TABLE>
