Tobacco Documents Online

Minutes of a meeting of the Board of Directors of Philip Morris Incorporated held at the offices of the Company, 100 Park Avenue, New York, New York, at 9:30 o'clock in the forenoon on June 27, 1973 pursuant to notice sent to all the directors. Present the following: J. C. Bowling A. Brittain III A. C. Britton G. V. Comfort J. E. Cookman J. A. Cordido-Freytes H. Cullman J. F. Culiman 3rd R. W. Dammann C. H. Goldsmith J. T. Landry E. Lasker T. N. Lawler H. R. Marschalk R. R. Millhiser J. A. Murphy G. Weissman J. H. Wilkinson, Jr. M. B. Young C. H. Kibbee, Director Emeritus Absent: T. J. Moore, Jr. W. H. Hatcher, Director Emeritus Mr. E. J. T. Flanagan recorded and Mr. T. F. Ahrensfeld was also present. Upon motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the minutes of the meeting of the Board held on May 23, 1973 be and the same hereby are adopted as and for the minutes of the said meeting.

A capital appropriation request of Philip Morris U.S.A. for the conversion of the TFP pilot plant was presented to the meeting and, on motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the proper officers of the Company be and they hereby are authorized to expend $820,000 for the conversion of the Company's TFP pilot plant at Richmond to the Schweitzer Extract and Recombine System. Philip Morris International presented a capital appropriation request of $4,677,000 for the construction of a new winery at Mildura, Victoria, Australia. This request was approximately $3,000,000 more than the amount which had been approved earlier in the year mainly because of the increased capacity now planned for the winery. It was the consensus of the meeting that such appropriation request should be approved and the earlier approval should be withdrawn. Philip Morris International presented a request regarding the acquisition of an interest in The Monrovia Tobacco Corporation, a Liberian cigarette manufacturing company and, after discussion, on motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the proper officers of the Company be and they hereby are authorized to acquire approximately 70% of the issued capital stock of The Monrovia Tobacco Corporation at a cost of approximately $500,000 and to make loans to, or issue guarantees of loans by, The Monrovia Tobacco Corporation in the aggregate amount of not more than $350,000 at any one time. It was the consensus of the meeting that the matters authorized by the foregoing resolution be carried out by Fabriques de Tabac co a ... G3 .. ~

Reunies S.A. rather than the Company if the proper officers of the Company should deem this desirable. Preliminary plans for the expansion of the business of Philip Morris International in the United Kingdom were presented to the Board and discussed. Management stated that detailed plans would be presented at a later meeting. There then ensued a discussion regarding the material that had been sent recently to the directors in connection with the retirement of directors. Thereupon, the following retirement policy for directors was, on motion duly made and seconded, unanimously adopted: 1. A director who was Chairman of the Board, Vice Chairman of the Board, Chairman of the Executive Committee, President or Chairman of the Finance Committee at the time of his retirement as an employee of the Company will not stand for election as a director in the year following his 67th birthday. 2. Each other inside director will not stand for election as director in the year following his retirement as an employee of the Company. 3. An outside director will not stand for election as director in the year following his 67th birthday. 4. Each member of the Board shall be eligible for appointment as Director Emeritus for a period of two years following his termination of services as a director. Directors Emeriti shall be eligible to serve ex officio on committees of the Board of Directors. 5. A person whose term as Director Emeritus has been completed shall be eligible to be a member of the Advisory Board for a period of three years. Members of the Advisory Board will be invited to attend the annual stockholders' meeting, the April organization Board meeting, the December Board meeting and one t~ other Board meeting during the course of a year. ~3a W a.. Ln 4b

The Chairman stated that management of the Company recommended the grant of options under the Company's 1973 Stock Option Plan to certain key employees. On motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the Company enter into option agreements, in the forms presented to this meeting, in accordance with Exhibit A to be attached to the minutes of this meeting and that the purchase price under such agreements< be the mean of the high and low prices of the common stock of the Company on the New York Stock Exchange on June 27, 1973. There followed a general discussion of the business of the Company and at the conclusion thereof a marketing presentation was made to the Board by Philip Morris U.S.A. There being no further business, the meeting adjourned. Secretary

Exhibit A 1973 STOCK OPTION PLAN QUALIFIED STOCK OPTIONS Name No. of Shares Kenneth S. Hansen 200 Karl M. Bierman 1,000 C. B. Altizer 100 0. M. Buchanan 100 D. L. Casey 100 R. E. Eberling 200 L. Glennie 200 H. P. Jones 100 A. Pitts 100 F. L. Rhodes 200 G. 0. Sledge 100 Paul Goldschmidt 200 Total 2,600 6/27/73

Exhibit A 1973 STOCK OPTION PLAN NON-QUALIFIED STOCK OPTIONS Name No. of Shares Leon Kraiem 1,000 Brock Shearn 200 N. P. Singh 200 Total 1,400 6/27/73