<PAGE>
As filed with the Securities and Exchange Commission on June 11, 1996.
Registration No. 2-97926
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PS GROUP HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-0692068
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4370 La Jolla Village Drive, Suite 1050
San Diego, CA 92122
(619) 642-2999
(Address, including zip code and telephone number, including area code,
of registrant's principal executive offices)
1984 Stock Incentive Plan of PS Group, Inc.
-------------------------------------------
(full title of plan)
JOHANNA UNGER
Vice President, Controller and Secretary
PS Group Holdings, Inc.
4370 La Jolla Village Drive, Suite 1050
San Diego, CA 92122
(619) 642-2999
(Name, address including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
HENRY LESSER, ESQ.
Irell & Manella LLP
Suite 3300, 333 South Hope Street
Los Angeles, California 90071
(213) 620-1555
/*/ Filed as a Post-Effective Amendment to Form S-8 previously filed by PS
Group, Inc. on May 23, 1985, as amended, pursuant to the procedure contemplated
in a letter dated January 25, 1996 from the Chief Counsel of the Division of
Corporation Finance of the Securities and Exchange Commission to PS Group, Inc.
See, further, "Introductory Statement Not Forming Part of Prospectus."
<PAGE>
INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
PS Group Holdings, Inc. (the "Company") hereby amends the Form S-8 No. 2-
97926 filed by PS Group, Inc. on May 23, 1985 (as amended), relating to shares
of its common stock, par value $1.00 per share ("Common Stock"), issuable upon
exercise of employee stock options granted under the 1984 Stock Incentive Plan
of PS Group, Inc. ("Plan"). The Plan was previously a stock option plan of PS
Group, Inc. ("PS Group") formerly the sole stockholder of the Company. On June
5, 1996, pursuant to a Restated Agreement and Plan of Reorganization dated as of
January 31, 1996 ("Reorganization Agreement"), PS Group consummated a holding
company reorganization transaction in which the stockholders of PS Group
exchanged their shares in PS Group for shares in the Company and the Company,
formerly a wholly-owned subsidiary of PS Group, became the sole stockholder of
PS Group.
Pursuant to the Reorganization Agreement and the Second Amendment to 1984
Stock Incentive Plan of PS Group, Inc., the options previously issued and
outstanding under the Plan became options to purchase the same number of shares
of Common Stock of the Company on the same terms.
This Registration Statement is filed pursuant to the procedure contemplated
in a letter dated January 25, 1996 from the Chief Counsel of the Division of
Corporation Finance of the Securities and Exchange Commission to PS Group, Inc.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
In addition to the materials previously incorporated by reference into this
registration statement by PS Group, Inc., the predecessor registrant to PS Group
Holdings, Inc. (the "Company" or "Registrant"), the Company hereby incorporates
by reference the Form 8-K filed by the Company on June 6, 1996, relating to the
registration of the Company's common stock under section 12 of the Securities
Exchange Act of 1934.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-laws provide that the Company shall indemnify and advance
expenses to any person to the fullest extent permitted by the General
Corporation Law of the State of Delaware (the "Delaware Corporate Law"),
whenever they are defendants or threatened to be made defendants in any legal or
administrative proceeding by reason of the fact that such person is or was a
director or officer of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another entity. Section
145 of the Delaware Corporate Law provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if such person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had not
reasonable cause to believe was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and then, where the person is adjudged
to be liable to the corporation, only if and to the extent that the Court of
Chancery of the State of Delaware or the court in which such action was brought
determines that such person is fairly and reasonably entitled to such indemnity
and then only for such expenses as the court shall deem proper.
The Company has entered into Indemnity Agreements with its directors and
officers contractually obligating the Company to provide indemnification rights
substantially similar to those described above.
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<PAGE>
The Company is empowered by Section 102(b)(7) of the Delaware Corporate Law
to include a provision in its Certificate of Incorporation that limits a
director's liability to the Company or its stockholders for monetary damages for
breaches of his or her fiduciary duty as a director. The Company's Certificate
of Incorporation states that directors shall not be liable for monetary damages
for breaches of their fiduciary duty to the fullest extent permitted by the
Delaware Corporate Law.
The Company maintains directors' and officers' insurance for certain
expenses and losses for which indemnification is permitted by the Delaware
Corporate Law and the Company's By-laws, including liabilities under the
securities laws.
ITEM 8. EXHIBITS.
4.1 1984 Stock Incentive Plan of PS Group, Inc.*
4.2 Amendment to 1984 Stock Incentive Plan for PS Group, Inc., as
approved by the Stockholders May 21, 1987.
4.3 Form 1, Form 2, Form 3 and Form 4 of Option Agreement effective
November 17, 1984.
4.4 Second Amendment to 1984 Stock Incentive Plan of PS Group, Inc.
4.5 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 99.4 of the Company's Form 8-K
filed on June 6, 1996)
5.1 Opinion of Irell & Manella LLP as to the legality of the securities
registered hereunder
23.1 Consent of Irell & Manella (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors (incorporated by
reference to Exhibit 23 of PS Group's 1995 Annual Report on Form
10-K)
24.1 Power of Attorney appointing Charles E. Rickershauser, Jr. and J. P.
Guerin to sign and file amendments hereto (included on Signature
Page)
________________________
* Previously filed.
ITEM 9. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
-3-
<PAGE>
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceedings) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof), which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, PS Group Holdings, Inc., a Delaware corporation, certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on the 11th day of June, 1996.
PS GROUP HOLDINGS, INC.
a Delaware corporation
By: /s/
--------------------------------
Charles E. Rickershauser, Jr.
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Charles E. Rickershauser, Jr.
and J.P. Guerin, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including, without limitation, post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on June 11, 1996.
Signature Title
--------- -----
/s/ Director, Chairman of the Board
- -------------------------------------------- and Chief Executive Officer
Charles E. Rickershauser, Jr. (principal executive officer)
/s/ Vice President-Finance and
- -------------------------------------------- Chief Financial Officer
Lawrence A. Guske (principal financial officer)
/s/ Vice President, Controller
- -------------------------------------------- and Secretary (Controller and
Johanna Unger principal accounting officer)
/s/ Director
- --------------------------------------------
J.P. Guerin
<PAGE>
Signature Title
--------- -----
/s/ Director
- --------------------------------------------
Robert M. Fomon
/s/ Director
- --------------------------------------------
Gordon C. Luce
/s/ Director
- --------------------------------------------
Donald W. Killian, Jr.
/s/ Director
- --------------------------------------------
Joseph S. Pirinea
/s/ Director
- --------------------------------------------
Christopher Harwood Bernard Mills
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
4.1 1984 Stock Incentive Plan of PS Group, Inc.*
4.2 Amendment to 1984 Stock Incentive Plan for PS Group,
Inc., as approved by the Stockholders May 21, 1987.
4.3 Form 1, Form 2, Form 3, and Form 4 of Option Agreement
effective November 17, 1984.
4.4 Second Amendment to 1984 Stock Incentive Plan of PS
Group, Inc.
4.5 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 99.4 of the
Company's Form 8-K filed on June 6, 1996)
5.1 Opinion of Irell & Manella LLP as to the legality of
the securities registered hereunder
23.1 Consent of Irell & Manella (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
(incorporated by reference to Exhibit 23 of PS Group's
1995 Annual Report on Form 10-K)
24.1 Power of Attorney appointing Charles E. Rickershauser,
Jr. and J. P. Guerin to sign and file amendments hereto
(included on Signature Page)
________________________
* Previously filed.
<PAGE>
EXHIBIT 4.2
-----------
AMENDMENT TO 1984 STOCK INCENTIVE PLAN
FOR PS GROUP, INC.
APPROVED BY THE STOCKHOLDERS MAY 21, 1987
"3. Shares Subject to the Plan.
---------------------------
(a) Subject to the provisions of Section 3(c) and Section 9 of the Plan,
the aggregate number of shares of Common Stock that may be issued or
transferred or exercised pursuant to Incentive Awards under the Plan will
not exceed an aggregate of 760,000 Shares, less the number of Shares issued
after September 17, 1984 upon exercise of options granted under the
Company's 1977 Stock Option Plan, under the Company's Employee Incentive
Stock Option Program and under the Company's Incentive Stock Option Plan."
<PAGE>
EXHIBIT 4.3
-----------
FORM 1
NON-STATUTORY STOCK OPTION AND
STOCK APPRECIATION RIGHT AGREEMENT
----------------------------------
THIS AGREEMENT, dated as of the _____ day of _____, 19__, is between PSA,
INC., a Delaware corporation (the "Company"), and
____________________________________, ("Optionee").
Recitals
--------
A. The Company has established the 1984 Incentive Stock Plan of PSA,
Inc. (the "Plan") for the benefit of officers and key employees of the Company
and its subsidiaries.
B. The Company's Stock option Committee granted to Optionee,
effective as of the date set forth above, a stock option to purchase all or any
part of the number stated herein of the authorized but unissued or reacquired
shares of Common Stock of the Company, such option to be for the term, at the
price per share and upon the other terms and conditions hereinafter stated.
Terms and Conditions
--------------------
For valuable consideration, the parties agree as follows:
<PAGE>
1. Pursuant to action of the Stock Option Committee, the Company
hereby grants to Optionee the option to purchase, upon and subject to the terms
and conditions of the Plan, all or any part of shares of Common Stock of the
Company at a price of $__________ per share (the "Option"). The Option shall
not be assignable or transferable except by will or by the laws of descent and
distribution and shall be exercisable only by Optionee during his or her
lifetime. In the event that the spouse of the Optionee has or shall have
acquired a community property interest in this Option, the Optionee (or such
permitted successors in interest upon Optionee's death) may exercise this Option
on behalf of his or her spouse, or such spouse's successor in interest.
2. The term of the Option shall expire on the day after the tenth
anniversary of the date of this Agreement unless the Option has terminated prior
thereto in accordance with the other provisions of this Agreement.
3. The Option
shall become exercisable on the following date or dates as to the number of
shares opposite such date or dates:
Number of Shares
Date(s) Exercisable Exercisable (Cumulative)
- ------------------------ ----------------------------
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and, after the Option becomes exercisable as to such shares, it shall remain
exercisable until and including the day of termination or expiration of the
Option, provided that Optionee is then and has continuously been in the employ
of the Company or a subsidiary, subject, however, to the provisions of
Paragraphs 5 and 6 hereof. Notwithstanding the foregoing and subject to the
provisions of Paragraphs 5 and 6 hereof, in the event of death or disability of
the Optionee, all shares subject to the Option shall become immediately
exercisable as of the date of death or disability. Notwithstanding the
provisions of this Option set forth above, subject to the proviso set forth
below, this Option shall become immediately exercisable as to all shares covered
hereby in the event that (i) a third person (as used herein "person" shall have
the meaning set forth in Section 2(2) of the Securities Act of 1933, as amended,
and shall include a group which is deemed a "person" by Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended) purchases twenty percent (20%) of
the Common Stock of the Company pursuant to a tender offer, exchange offer or by
any other means, or (ii) there is a transaction which requires shareholder
approval of the acquisition of the Company, by merger, acquisition of assets, or
otherwise, or (iii) there is a twenty percent (20%) change in the board of
directors; provided such purchase, transaction or change described in clauses
--------
(i), (ii) or (iii) was not supported by the Board of Directors of the Company.
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<PAGE>
4. The Option may be exercised by written notice delivered to the
Company stating the number of shares with respect to which the Option is being
exercised, together with cash or a check or such other consideration, including
Company Common Stock, as may be acceptable to the Committee in the amount or
having a value equal to the sum of (i) the purchase price of such shares and
(ii) the applicable withholding taxes, if any, applicable to the "ordinary
income" recognized upon exercise of the Option, and, if required, the written
statement provided for in Paragraph 11 hereof. Fractional share interests shall
be disregarded except that they may be accumulated. Not less than 10 shares may
be purchased at any one time unless the number purchased is the total number at
the time purchasable under the Option.
5. If Optionee shall cease to be employed by the Company or a
subsidiary for any reason other than death and if the Option is exercisable in
whole or in part at the date of such termination of employment, Optionee shall
have the right, at any time within three months after such termination of
employment, to exercise the Option, to the extent exercisable, provided that if
termination is a result of disability, then during such three-month period the
option shall be immediately exercisable as to all shares covered hereby;
provided, further, that all rights under the option shall expire in any event on
the day specified in Paragraph 2 hereof.
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<PAGE>
6. If Optionee shall die while in the employ of the Company or a
subsidiary, or in the three-month period referred to in Paragraph 5 hereof, the
person or persons to whom Optionee's rights under the Option shall have passed
by will or by the applicable laws of descent and distribution shall have the
right, subject to earlier expiration as set forth in Paragraph 2 hereof, at any
time within one year after the date of Optionee's death, to exercise the Option,
and during such period the Option shall be immediately exercisable as to all
shares covered hereby, unless such death occurs during the three-month period
referred to in Paragraph 5 hereof, in which event such Options shall be
exercisable only as to those shares with respect to which such Options were
exercisable at the date of Optionee's termination of employment.
7. Optionee agrees to remain in the employ of the Company or a
subsidiary for a period of one year from the date hereof if the Company or such
subsidiary shall request the continuance of such employment, but this provision
shall not obligate the Company or such subsidiary to employ Optionee for said
period or for any other period.
8. Optionee shall have no rights as a stockholder with respect to the
Common Stock of the Company covered by the Option until the date of the issuance
of a stock certificate or stock certificates to such stock. No adjustment will
be
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<PAGE>
made for cash dividends or other rights for which the record date is prior to
the date such stock certificate or certificates are issued, subject to Article
VII of the Plan.
9. The rights of Optionee are subject to modification and
termination in certain events as provided in Article VII of the Plan.
10. Optionee represents and agrees that if he acquires shares through
the exercise of the Option in whole or in part, or acquires shares upon
surrender of his right to exercise the Option pursuant to Paragraph 12, at a
time when there is not in effect under the Securities Act of 1933, as amended
(the "Act"), a registration statement relating to such shares and available for
delivery to him a prospectus meeting the requirements of Section 10(a)(3) of the
Act, Optionee will acquire such shares for the purpose of investment and not
with a view to their resale or distribution, and that upon such exercise or
surrender of the Option, Optionee will furnish to the Company a written
statement to such effect, satisfactory to the Company in form and substance.
Any person or persons entitled to exercise the Option under the provisions of
Paragraph 6 hereof shall be obligated under the provisions of this Paragraph 10
to the same extent as is Optionee.
11. Optionee represents and agrees that no shares may be acquired
pursuant to exercise or surrender of the
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<PAGE>
option extended hereby unless and until any then applicable requirements of the
Securities and Exchange Commission, the California Commissioner of Corporations,
other regulatory agencies having jurisdiction over the Company and any exchanges
upon which Common Stock of the Company may be listed shall have been fully
satisfied. The Company agrees to use its best efforts to satisfy such
requirements.
12. The Company's Stock Option Committee may, in its sole discretion
and upon such terms and conditions as may from time to time deem appropriate,
accept the surrender by Optionee of Optionee's then exercisable right to
exercise the Option as to any or all of the shares of stock subject thereto by
payment to Optionee of an amount not to exceed the difference between the fair
market value on the date of such surrender of the shares of stock as to which
such right is surrendered and the purchase price for such shares with such
payment to be in cash or in shares of stock valued at the fair market value
thereof at the date of such surrender or both as the Committee shall determine
in its sole discretion; provided that if Optionee is an officer of the Company
and elects to receive cash in full or partial settlement of the stock
appreciation right, such surrender shall be made only during the period
beginning on the third business day and ending at the close of business on the
twelfth business day following the date that the Company's quarterly and annual
summary statements of sales and earnings are released for publication
-7-
<PAGE>
on a wire service, in a financial news service, in a newspaper of general
circulation or are otherwise made publicly available and shill not be
exercisable, in whole or in part, within six (6) months of the grant of this
Option. The Stock Option Committee may impose such additional conditions or
limitations on exercise of the stock appreciation right as it may deem necessary
or desirable to secure for Optionee the benefits of Rule 16b-3 (or any successor
rule) promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934.
13. This Option is subject to, and the Company and the Optionee agree
to be bound by, all of the terms and conditions of the Plan. The Optionee
acknowledges receipt of a copy of the Plan, which is made a part hereof by this
reference.
14. The Company or any subsidiary that employs Optionee shall have
the right to deduct any sums that federal, state or local tax laws require to be
withheld with respect to the exercise of the Option or stock appreciation right
or as otherwise may be required by those laws. The Company or any subsidiary
may require as a condition to issuing shares of Common Stock upon exercise of
the Option or stock appreciation right that the Optionee or other person
exercising the Option pay any sums that federal, state or local tax laws require
to be withheld with respect to the exercise, and Optionee agrees
-8-
<PAGE>
that any certificates representing shares issued upon exercise of the Option may
be imprinted with a legend to that effect. Neither the Company nor any
subsidiary shall be obligated to advise Optionee of the existence of the tax or
the amount which the Company or any subsidiary will be so required to withhold.
15. Notwithstanding any other provision of this Agreement, the Option
and the stock appreciation right are subject to, and no shares of Common Stock
shall be issued and no cash shall be payable hereunder unless there shall have
been obtained, the approval of the Plan by shareholders of the Company holding
not less than a majority of the Company's outstanding capital stock entitled to
vote on the Plan.
The parties have executed this Agreement as of the date set forth on
the first page.
PSA, INC. ("COMPANY")
By
_________________________
Title: President
- ----------------------------------
"OPTIONEE"
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<PAGE>
CONSENT OF SPOUSE
-----------------
In consideration of the execution of the foregoing Non-Statutory Stock
Option and Stock Appreciation Right Agreement by PSA, INC., I,
_______________________________, the spouse of the Optionee therein named, do
hereby join with my spouse in executing the foregoing Non-Statutory Stock Option
and Stock Appreciation Right Agreement and do hereby agree to be bound by all of
the terms and provisions thereof.
DATED:
--------------------
-----------------------------
(Signature of Spouse)
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<PAGE>
Form 2
NON-STATUTORY STOCK OPTION AGREEMENT
------------------------------------
THIS AGREEMENT, dated as of the ________ day of _________, 19__, is between
PSA, INC., a Delaware corporation (the "Company"), and _________________________
("Optionee").
Recitals
--------
A. The Company has established the 1984 Incentive Stock Plan of PSA,
Inc. (the "Plan" ) for the benefit of officers and key employees of the Company
and its subsidiaries.
B. The Company's Stock Option Committee granted to Optionee,
effective as of the date set forth above, a stock option to purchase all or any
part of the number stated herein of the authorized but unissued or reacquired
shares of Common Stock of the Company, such option to be for the term, at the
price per share and upon the other terms and conditions hereinafter stated.
<PAGE>
Terms and Conditions
--------------------
For valuable consideration, the parties agree as follows:
1. Pursuant to action of the Stock Option Committee, the Company
hereby grants to Optionee the option to purchase, upon and subject to the terms
and conditions of the Plan, all or any part of shares of Common Stock of the
Company at a price of $__________ per share (the "Option"). The Option shall
not be assignable or transferable except by will or by the laws of descent and
distribution and shall be exercisable only by Optionee during his or her
lifetime. In the event that the spouse of the Optionee has or shall have
acquired a community property interest in this Option, the Optionee (or such
permitted successors in interest upon Optionee's death) may exercise this Option
on behalf of his or her spouse, or such spouse's successor in interest.
2. The term of the option shall expire on the day after the tenth
anniversary of the date of this Agreement unless the Option has terminated prior
thereto in accordance with the other provisions of this Agreement.
3. The Option shall become exercisable on the following date or dates
as to the number of shares opposite such date or dates:
-2-
<PAGE>
Number of Shares
Date(s) Exercisable Exercisable (Cumulative)
- --------------------- ----------------------------
and, after the Option becomes exercisable as to such shares, it shall remain
exercisable until and including the day of termination or expiration of the
Option, provided that Optionee is then and has continuously been in the employ
of the Company or a subsidiary, subject, however, to the provisions of
Paragraphs 5 and 6 hereof. Notwithstanding the foregoing and subject to the
provisions of Paragraphs 5 and 6 hereof, in the event of death or disability of
the Optionee, all shares subject to the Option shall become immediately
exercisable as of the date of death or disability. Notwithstanding the
provisions of this Option set forth above, subject to the proviso set forth
below, this Option shall become immediately exercisable as to all shares covered
hereby in the event that (i) a third person (as used herein "person" shall have
the meaning set forth in Section 2(2) of the Securities Act of 1933, as amended,
and shall include a group which is deemed a "person" by Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended) purchases twenty percent (20%) of
the Common Stock of the Company pursuant to a tender offer, exchange offer or by
any other means, or (ii) there is a transaction which requires shareholder
approval of the acquisition of the Company, by merger, acquisition of assets, or
otherwise, or (iii) there is a twenty percent (20%)
-3-
<PAGE>
change in the board of directors; provided such purchase, transaction or change
--------
described in clauses (i), (ii) or (iii) was not supported by the Board of
Directors of the Company.
4. The Option may be exercised by written notice delivered to the
Company stating the number of shares with respect to which the Option is being
exercised, together with cash or a check or such other consideration, including
Company Common Stock, as may be acceptable to the Committee in the amount or
having a value equal to the sum of (i) the purchase price of such shares and
(ii) the applicable withholding taxes, if any, applicable to the "ordinary
income" recognized upon exercise of the Option, and, if required, the written
statement provided for in Paragraph 11 hereof. Fractional share interests shall
be disregarded except that they may be accumulated. Not less than 10 shares may
be purchased at any one time unless the number purchased is the total number at
the time purchasable under the Option.
5. If Optionee shall cease to be employed by the Company or a
subsidiary for any reason other than death and if the Option is exercisable in
whole or in part at the date of such termination of employment, Optionee shall
have the right, at any time within three months after such termination of
employment, to exercise the Option, to the extent exercisable, provided that if
termination is a result of disability, then during such three-month period the
option shall be immediately
-4-
<PAGE>
exercisable as to all shares covered hereby; provided, further, that all rights
under the option shall expire in any event on the day specified in Paragraph 2
hereof.
6. If Optionee shall die while in the employ of the Company or a
subsidiary, or in the three-month period referred to in Paragraph 5 hereof, the
person or persons to whom Optionee's rights under the Option shall have passed
by will or by the applicable laws of descent and distribution shall have the
right, subject to earlier expiration as set forth in Paragraph 2 hereof, at any
time within one year after the date of Optionee's death, to exercise the Option,
and during such period the Option shall be immediately exercisable as to all
shares covered hereby, unless such death occurs during the three-month period
referred to in Paragraph 5 hereof, in which event such options shall be
exercisable only to those shares with respect to which such Options were
exercisable at the date of Optionee's termination of employment.
7. Optionee agrees to remain in the employ of the period of one year
from the date hereof if the company or such subsidiary shall request the
continuance of such employment, but this provision shall not obligate the
Company or such subsidiary to employ Optionee for said period or for any other
period.
-5-
<PAGE>
8. Optionee shall have no rights as a stockholder with respect to the
Common Stock of the Company covered by the Option until the date of the issuance
of a stock certificate or stock certificates to such stock. No adjustment will
be made for case dividends or other rights for which the record date is prior to
the date such stock certificate or certificates are issued, subject to Article
VII of the Plan.
9. The rights of Optionee are subject to modification and termination
in certain events as provided in Article VII of the Plan.
10. Optionee represents and agrees that if he acquires shares through
the exercise of the option in whole part at a time when there is not in effect
under the Securities Act of 1933, as amended (the "Act"), a registration
statement relating to such shares and available for delivery to him a prospectus
meeting the requirements of Section 10(a)(3) of the Act, Optionee will acquire
such shares for the purpose of investment and not with a view to their resale or
distribution, and that upon such exercise or surrender of the Option, Optionee
will furnish to the Company a written statement to such effect, satisfactory to
the Company in form and substance. Any person or persons entitled to exercise
the Option under the provisions of Paragraph 6 hereof shall be obligated under
the provisions of this Paragraph 10 to the same extent as is Optionee.
-6-
<PAGE>
11. Optionee represents and agrees that no shares may be acquired
pursuant to exercise or surrender of the Option extended hereby unless and until
any then applicable requirements of the Securities and Exchange Commission, the
California Commissioner of Corporations, other regulatory agencies having
jurisdiction over the Company and any exchanges upon which Common Stock of the
Company may be listed shall have been fully satisfied. The Company agrees to
use its best efforts to satisfy such requirements.
12. This Option is subject to, and the Company and the Optionee agree
to be bound by, all of the terms and conditions of the Plan. The Optionee
acknowledges receipt of a copy of the Plan, which is made a part hereof by this
reference.
13. The Company or any subsidiary that employs Optionee shall have
the right to deduct any sums that federal, state or local tax laws require to be
withheld with respect to the exercise of the Option or as otherwise may be
required by those laws. The Company or any subsidiary may require as a
condition to issuing shares of Common Stock upon exercise of the Option that the
Optionee or other person exercising the Option pay any sums that federal, state
or local tax laws require to be withheld with respect to the exercise, and
Optionee agrees that any certificates representing shares issued upon exercise
of the Option may be imprinted with a
-7-
<PAGE>
legend to that effect. Neither the Company nor any subsidiary shall be
obligated to advise Optionee of the existence of the tax or the amount which the
Company or any subsidiary will be so required to withhold.
14. Notwithstanding any other provision of this Agreement, the Option
is subject to, and no shares of Common Stock shall be issued hereunder unless
there shall have been obtained, the approval of the Plan by shareholders of the
Company holding not less than a majority of the Company's outstanding capital
stock entitled to vote on the Plan.
The parties have executed this Agreement as of the date set forth on
the first page.
PSA, INC. ("COMPANY")
By
------------------------
Title: President
- -----------------------------
"OPTIONEE"
-8-
<PAGE>
CONSENT OF SPOUSE
-----------------
In consideration of the execution of the foregoing Non-Statutory Stock
Option Agreement by PSA, INC., I, ________________________________, the spouse
of the Optionee therein named, do hereby join with my spouse in executing the
foregoing Non-Statutory Stock Option Agreement and do hereby agree to be bound
by all of the terms and provisions thereof.
DATED:
---------------------------
-------------------------
(Signature of Spouse)
(Signature of Spouse)
-9-
<PAGE>
Form 3
INCENTIVE STOCK OPTION AND
STOCK APPRECIATION RIGHT AGREEMENT
----------------------------------
THIS AGREEMENT, dated as of the ______ day of ________, 19__, is
between PSA, INC., a Delaware corporation (the "Company"), and
______________________________________, ("Optionee").
Recitals
--------
A. The Company has established the 1984 Incentive Stock Plan of PSA,
Inc. (the "Plan") for the benefit of officers and key employees of the Company
and its subsidiaries.
B. The Company's Stock Option Committee granted to Optionee,
effective as of the date set forth above, a stock option to purchase all or any
part of the number stated herein of the authorized but unissued or reacquired
shares of Common Stock of the Company, such option to be for the term, at the
price per share and upon the other terms and conditions hereinafter stated.
<PAGE>
Terms and Conditions
--------------------
For valuable consideration, the parties agree as follows:
1. Pursuant to action of the Stock Option Committee, the Company
hereby grants to Optionee the option to purchase, upon and subject to the terms
and conditions of the Plan, all or any part of ______ shares of Common Stock of
the Company at a price of $_________ per share (the "Option"). The Option shall
not be assignable or transferable except by will or by the laws of descent and
distribution and shall be exercisable only by Optionee during his or her
lifetime. In the event that the spouse of the Optionee has or shall have
acquired a community property interest in this Option, the Optionee (or such
permitted successors in interest upon Optionee's death) may exercise this Option
on behalf of his or her spouse, or such spouse's successor in interest.
2. The term of the Option shall expire on the day before the tenth
anniversary of the date of this Agreement unless the Option has terminated prior
thereto in accordance with the other provisions of this Agreement.
3. The Option shall become exercisable on the following date or dates
as to the number of shares opposite such date or dates:
-2-
<PAGE>
Number of Shares
Date(s) Exercisable Exercisable (Cumulative)
- ---------------------- ---------------------------
and, after the Option becomes exercisable as to such shares, it shall remain
exercisable until and including the day of termination or expiration of the
option, provided that Optionee is then and has continuously been in the employ
of the Company or a subsidiary, subject, however, to the provisions of
Paragraphs 6 and 7 hereof. Notwithstanding the foregoing and subject to the
provisions of Paragraphs 6 and 7 hereof, in the event of death or disability of
the Optionee, all shares subject to the option shall become immediately
exercisable as of the date of death or disability. Notwithstanding the
provisions of this Option set forth above, subject to the provisions set forth
below, this Option shall become immediately exercisable as to all shares covered
hereby in the event that (i) a third person (as used herein "person" shall have
the meaning set forth in Section 2(2) of the Securities Act of 1933, as amended,
and shall include a group which is deemed a "person" by Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended) purchases twenty percent (20%) of
the Common Stock of the Company pursuant to a tender offer, exchange offer or by
any other means, or (ii) there is a transaction which requires shareholder
approval of the acquisition of the Company, by merger, acquisition of
-3-
<PAGE>
assets, or otherwise, or (iii) there is a twenty percent (20%) change in the
board of directors; provided such purchase, transaction or change described in
--------
clauses (i), (ii) or (iii) was not supported by the Board of Directors of the
Company.
4. The Option may be exercised by written notice delivered to the
Company stating the number of shares with respect to which the Option is being
exercised, together with cash or a check [or shares of Company Common Stock,] or
such other consideration as may be acceptable to the Committee in the amount or
having a value equal to the sum of (i) the purchase price of such shares and
(ii) the applicable withholding taxes, if any, applicable to the "ordinary
income" recognized upon exercise of the Option, and, if required, the written
statement provided for in Paragraph 11 hereof. Fractional share interests shall
be disregarded except that they may be accumulated. Not less than 10 shares may
be purchased at any one time unless the number purchased is the total number at
the time purchasable under the Option.
5. Notwithstanding anything to the contrary in the terms and
conditions of this Option, this Option shall not be exercisable to any extent at
any time while there is outstanding (within the meaning of Section 422A(c)(7) of
the Internal Revenue Code of 1954, as amended) any incentive stock option which
was granted before the granting of such Option, to Optionee to purchase stock in
Optionee's employer
-4-
<PAGE>
corporation or in a corporation which (at the time of the granting of such
Option) is a parent or subsidiary corporation of the employer corporation, or in
a predecessor corporation of any such corporations.
6. If Optionee shall cease to be employed by the Company or a
subsidiary for any reason other than death and if the Option is exercisable in
whole or in part at the date of such termination of employment, Optionee shall
have the right, at any time within three months after such termination of
employment, to exercise the Option, to the extent exercisable, provided that if
termination is a result of disability, then during such three-month period the
Option shall be immediately exercisable as to all shares covered hereby;
provided, further, that all rights under the Option shall expire in any event on
the day specified in Paragraph 2 hereof.
7. If Optionee shall die while in the employ of the Company or a
subsidiary, or in the three-month period referred to in Paragraph 6 hereof, the
person or persons to whom Optionee's rights under the Option shall have passed
by will or by the applicable laws of descent and distribution shall have the
right, subject to earlier expiration as set forth in Paragraph 2 hereof, at any
time within one year after the date of Optionee's death, to exercise the option,
and during such period the Option shall be immediately exercisable as to all
shares covered hereby, unless such death occurs
-5-
<PAGE>
during the three-month period referred to in Paragraph 6 hereof, in which event
such options shall be exercisable only as to those shares with respect to which
such Options were exercisable at the date of Optionee's termination of
employment.
8. Optionee agrees to remain in the employ of the Company or a
subsidiary for a period of one year from the date hereof if the Company or such
subsidiary shall request the continuance of such employment, but this provision
shall not obligate the Company or such subsidiary to employ Optionee for said
period or for any other period.
9. Optionee shall have no rights as a stockholder with respect to the
Common Stock of the Company covered by the Option until the date of the issuance
of a stock certificate or stock certificates to such stock. No adjustment will
be made for cash dividends or other rights for which the record date is prior to
the date such stock certificate or certificates are issued, subject to Article
VII of the Plan.
10. The rights of Optionee are subject to modification and
termination in certain events as provided in Article VII of the Plan.
11. Optionee represents and agrees that if he acquires shares through
the exercise of the option in whole or
-6-
<PAGE>
in part, or acquires shares upon surrender of his right to exercise the Option
pursuant to Paragraph 13, at a time when there is not in effect under the
Securities Act of 1933, as amended (the "Act"), a registration statement
relating to such shares and available for delivery to him a prospectus meeting
the requirements of Section 10(a)(3) of the Act, Optionee will acquire such
shares for the purpose of investment and not with a view to their resale or
distribution, and that upon such exercise or surrender of the Option, Optionee
will furnish to the Company a written statement to such effect, satisfactory to
the Company in form and substance. Any person or persons entitled to exercise
the Option under the provisions of Paragraph 7 hereof shall be obligated under
the provisions of this Paragraph 11 to the same extent as is Optionee.
12. Optionee represents and agrees that no shares may be acquired
pursuant to exercise or surrender of the Option extended hereby unless and until
any then applicable requirements of the Securities and Exchange Commission, the
California Commissioner of Corporations, other regulatory agencies having
jurisdiction over the Company and any exchanges upon which Common Stock of the
Company may be listed shall have been fully satisfied. The Company agrees to
use its best efforts to satisfy such requirements.
13. Optionee shall have the right (the "stock appreciation right") to
receive a payment in an amount and on
-7-
<PAGE>
the terms and conditions hereinafter set forth upon surrender of a then
exercisable portion of the option (subject to the maximum number of shares as to
which the stock appreciation right exists). The stock appreciation right
granted to Optionee shall be exercisable only at such time as, and only to the
extent that, the Option granted hereunder shall be then exercisable, and shall
be exercisable only by the person entitled to exercise the Option granted
hereunder. The stock appreciation right is further subject to all of the
provisions of this Agreement relating to the Option. The stock appreciation
right may be exercised only when the Fair Market Value of the shares of Common
Stock subject to the Option exceeds the exercise price. The stock appreciation
right shall be exercisable by the delivery of a written notice to the Secretary
of the Company which (i) specifies the number of whole shares of Common Stock
with respect to which the stock appreciation right is being exercised; (ii) sets
forth Optionee's election, subject to the Stock Option Committee's discretion,
to receive cash, shares of Common Stock, or a combination thereof, in settlement
of the stock appreciation right; and (iii) if requested, contains the written
statement specified in Section 11 of this Agreement.
Upon exercise of the stock appreciation right and surrender of an
exercisable portion of the Option, the Optionee shall be entitled to receive
payment of an amount determined by multiplying the difference obtained by
-8-
<PAGE>
subtracting the exercise price from the Fair Market Value of a share of Common
Stock on the date of exercise of the stock appreciation right by the number of
shares with respect to which the stock appreciation right is exercised.
The Stock Option Committee, in its sole discretion, may settle the
stock appreciation right solely in cash, solely in shares of Common Stock
(valued at their Fair Market Value on the date of exercise of the stock
appreciation right), or partly in such shares and partly in cash.
Upon exercise of the stock appreciation right, whether settlement is
made in shares of Common Stock or in cash, or a combination hereof, the
aggregate number of shares of Common Stock issuable pursuant to the Option
automatically shall be reduced by the number of shares of Common Stock with
respect to which the stock appreciation right was exercised. Upon exercise of
the Option, the number of shares of Common Stock covered by the stock
appreciation right shall be reduced by the number of shares of Common Stock with
respect to which the Option is exercised.
To the extent that Optionee is an officer of the Company and elects to
receive cash in full or partial settlement of the stock appreciation right, such
election, as well as any exercise by Optionee of the stock appreciation right
for such cash, shall be made only during the period
-9-
<PAGE>
beginning on the third business day and ending at the close of business on the
twelfth business day following the date that the Company's quarterly and annual
summary statements of sales and earnings are released for publication on a wire
service, in a financial news service, in a newspaper of general circulation or
are otherwise made publicly available and shall not be exercisable, in whole or
in part, within six (6) months of the grant of this Option. The Stock Option
Committee may impose such additional conditions or limitations on exercise of
the stock appreciation right as it may deem necessary or desirable to secure for
Optionee the benefits of Rule 16b-3 (or any successor rule) promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
and Optionee hereby consents to any such additional conditions or limitations
and agrees to satisfy such rules and regulations established by the Securities
and Exchange Commission relating to the exercise of the stock appreciation
right.
14. This Option is subject to, and the Company and the Optionee
agree to be bound by, all of the terms and conditions of the Plan. The Optionee
acknowledges receipt of a copy of the Plan, which is made a part hereof by this
reference.
15. The Company or any subsidiary that employs Optionee shall have
the right to deduct any sums that federal,
-10-
<PAGE>
state or local tax laws require to be withheld with respect to the exercise of
the Option or stock appreciation right or as otherwise may be required by those
laws. The Company or any subsidiary may require as a condition to issuing
shares of Common Stock upon exercise of the Option or stock appreciation right
that the Optionee or other person exercising the Option pay any sums that
federal, state or local tax laws require to be withheld with respect to the
exercise, and Optionee agrees that any certificates representing shares issued
upon exercise of the Option may be imprinted with a legend to that effect.
Neither the Company nor any subsidiary shall be obligated to advise Optionee of
the existence of the tax or the amount which the Company or any subsidiary will
be so required to withhold.
16. Notwithstanding any other provision of this Agreement, the Option
and the stock appreciation right are subject to, and no shares of Common Stock
shall be issued and no cash shall be payable hereunder unless there shall have
been obtained, the approval of the Plan by shareholders of the Company holding
not less than a majority of the Company's outstanding capital stock entitled to
vote on the Plan.
-11-
<PAGE>
The parties have executed this Agreement as of the date set forth
on the first page.
PSA, INC. ("COMPANY")
By
------------------------
Title: President
- -----------------------------
"OPTIONEE"
-12-
<PAGE>
CONSENT OF SPOUSE
-----------------
In consideration of the execution of the foregoing Incentive Stock
Option and Stock Appreciation Right Agreement by PSA, INC., I,
_________________________, the spouse of the Optionee therein named, do hereby
join with my spouse in executing the foregoing Incentive Stock Option and Stock
Appreciation Right Agreement and do hereby agree to be bound by all of the terms
and provisions thereof.
DATED:
--------------------------
--------------------------------
(Signature of Spouse)
-13-
<PAGE>
Form 4
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
THIS AGREEMENT, dated as of the ________ day of _________, 19__, is
between PSA, INC., a Delaware corporation (the "Company"), and
__________________________ ("Optionee").
Recitals
--------
A. The Company has established the 1984 Incentive Stock Plan of PSA,
Inc. (the "Plan") for the benefit of officers and key employees of the Company
and its subsidiaries.
B. The Company's Stock Option Committee granted to Optionee,
effective as of the date set forth above, a stock option to purchase all or any
part of the number stated herein of the authorized but unissued or reacquired
shares of Common Stock of the Company, such option to be for the term, at the
price per share and upon the other terms and conditions hereinafter stated.
Terms and Conditions
--------------------
For valuable consideration, the parties agree as follows:
<PAGE>
1. Pursuant to action of the Stock Option Committee, the Company
hereby grants to Optionee the option to purchase, upon and subject to the terms
and conditions of the Plan, all or any part of ______ shares of Common Stock of
the Company at a price of $_______ per share (the "Option"). The Option shall
not be assignable or transferable except by will or by the laws of descent and
distribution and shall be exercisable only by Optionee during his or her
lifetime. In the event that the spouse of the Optionee has or shall have
acquired a community property interest in this Option, the Optionee (or such
permitted successors in interest upon Optionee's death) may exercise this Option
on behalf of his or her spouse, or such spouse's successor in interest.
2. The term of the Option shall expire on the day before the tenth
anniversary of the date of this Agreement unless the Option has terminated prior
thereto in accordance with the other provisions of this Agreement.
3. The Option shall become exercisable on the following date or dates
as to the number of shares OPPosite such date or dates:
Number of Shares
Date(s) Exercisable Exercisable (Cumulative)
- --------------------- ----------------------------
-2-
<PAGE>
and, after the Option becomes exercisable as to such shares, it shall remain
exercisable until and including the day of termination or expiration of the
Option, provided that Optionee is then and has continuously been in the employ
of the Company or a subsidiary, subject, however, to the provisions of
Paragraphs 6 and 7 hereof. Notwithstanding the foregoing and subject to the
provisions of Paragraphs 6 and 7 hereof, in the event of death or disability of
the Optionee, all shares subject to the Option shall become immediately
exercisable as of the date of death or disability. Notwithstanding the
provisions of this Option set forth above, subject to the provisions set forth
below, this Option shall become immediately exercisable as to all shares covered
hereby in the event that (i) a third person (as used herein "person" shall have
the meaning set forth in Section 2(2) of the Securities Act of 1933, as amended,
and shall include a group which is deemed a "person" by Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended) purchases twenty percent (20%) of
the Common Stock of the Company pursuant to a tender offer, exchange offer or by
any other means, or (ii) there is a transaction which requires shareholder
approval of the acquisition of the Company, by merger, acquisition of assets, or
otherwise, or (iii) there is a twenty percent (20%) change in the board of
directors; provided such purchase, transaction or change described in clauses
--------
(i), (ii) or (iii) was not supported by the Board of Directors of the Company.
-3-
<PAGE>
4. The Option may be exercised by written notice delivered to the
Company stating the number of shares with respect to which the Option is being
exercised, together with cash or a check (or shares of Company Common Stock,) or
such other consideration as may be acceptable to the Committee in the amount or
having a value equal to the sum of (i) the purchase price of such shares and
(ii) the applicable withholding taxes, if any, applicable to the "ordinary
income" recognized upon exercise of the Option, and, if required, the written
statement provided for in Paragraph 11 hereof. Fractional share interests shall
be disregarded except that they may be accumulated. Not less than 10 shares may
be purchased at any one time unless the number purchased is the total number at
the time purchasable under the Option.
5. Notwithstanding anything to the contrary in the terms and
conditions of this Option, this Option shall not be exercisable to any extent at
any time while there is outstanding (within the meaning of Section 422A(c)(7) of
the Internal Revenue Code of 1954, as amended) any incentive stock option which
was granted before the granting of such Option, to Optionee to purchase stock in
Optionee's employer corporation or in a corporation which (at the time of the
granting of such Option) is a parent or subsidiary corporation of the employer
corporation, or in a predecessor corporation of any such corporations.
-4-
<PAGE>
6. If Optionee shall cease to be employed by the Company or a
subsidiary for any reason other than death and if the Option is exercisable in
whole or in part at the date of such termination of employment, Optionee shall
have the right, at any time within three months after such termination of
employment, to exercise the Option, to the extent exercisable, provided that if
termination is a result of disability, then during such three-month period the
Option shall be immediately exercisable as to all shares covered hereby;
provided, further, that all rights under the Option shall expire in any event on
the day specified in Paragraph 2 hereof.
7. If Optionee shall die while in the employ of the Company or a
subsidiary, or in the three-month period referred to in Paragraph 6 hereof, the
person or persons to whom Optionee's rights under the Option shall have passed
by will or by the applicable laws of descent and distribution shall have the
right, subject to earlier expiration as set forth in Paragraph 2 hereof, at any
time within one year after the date of Optionee's death, to exercise the Option,
and during such period the Option shall be immediately exercisable as to all
shares covered hereby, unless such death occurs during the three-month period
referred to in Paragraph 6 hereof, in which event such Options shall be
exercisable only as to those shares with respect to which such Options were
exercisable at the date of Optionee's termination of employment.
-5-
<PAGE>
8. Optionee agrees to remain in the employ of the Company or a
subsidiary for a period of one year from the date hereof if the Company or such
subsidiary shall request the continuance of such employment, but this provision
shall not obligate the Company or such subsidiary to employ Optionee for said
period or for any other period.
9. Optionee shall have no rights as a stockholder with respect to
the Common Stock of the Company covered by the Option until the date of the
issuance of a stock certificate or stock certificates to such stock. No
adjustment will be made for cash dividends or other rights for which the record
date is prior to the date such stock certificate or certificates are issued,
subject to Article VII of the Plan.
10. The rights of Optionee are subject to modification and
termination in certain events as provided in Article VII of the Plan.
11. Optionee represents and agrees that if he acquires shares through
the exercise of the Option in whole or in part at a time when there is not in
effect under the Securities Act of 1933, as amended (the "Act"), a registration
statement relating to such shares and available for delivery to him a prospectus
meeting the requirements of Section 10(a)(3) of the Act, Optionee will acquire
such shares for the purpose of investment and not with a view to their resale or
-6-
<PAGE>
distribution, and that upon such exercise or surrender of the Option, Optionee
will furnish to the Company a written statement to such effect, satisfactory to
the Company in form and substance. Any person or persons entitled to exercise
the Option under the provisions of Paragraph 7 hereof shall be obligated under
the provisions of this Paragraph 11 to the same extent as is Optionee.
12. Optionee represents and agrees that no shares may be acquired
pursuant to exercise or surrender of the option extended hereby unless and until
any then applicable requirements of the Securities and Exchange Commission, the
California Commissioner of Corporations, other regulatory agencies having
jurisdiction over the Company and any exchanges upon which Common Stock of the
Company may be listed shall have been fully satisfied. The Company agrees to
use its best efforts to satisfy such requirements.
13. This Option is subject to, and the Company and Optionee agree to
be bound by, all of the terms and conditions of the Plan. The Optionee
acknowledges receipt of a copy of the Plan, which is made a part hereof by this
reference.
14. The Company or any subsidiary that employs Optionee shall have
the right to deduct any sums that federal, state or local tax laws require to be
withheld with respect to the exercise of the Option or as otherwise may be
required by
-7-
<PAGE>
those laws. The Company or any subsidiary may require as a condition to issuing
shares of Common Stock upon exercise of the Option that the Optionee or other
person exercising the Option pay any sums that federal, state or local tax laws
require to be withheld with respect to the exercise, and Optionee agrees that
any certificates representing shares issued upon exercise of the Option may be
imprinted with a legend to that effect. Neither the company nor any subsidiary
shall be obligated to advise Optionee of the existence of the tax or the amount
which the Company or any subsidiary will be so required to withhold.
15. Notwithstanding any other provision of this Agreement, the Option
is subject to, and no shares of Common Stock shall be issued hereunder unless
there shall have been obtained, the approval of the Plan by shareholders of the
Company holding not less than a majority of the Company's outstanding capital
stock entitled to vote on the Plan.
The parties have executed this Agreement as of the date set forth on
the first page.
PSA, INC. ("COMPANY")
By
-----------------------
Title: President
- ------------------------------
"OPTIONEE"
-8-
<PAGE>
CONSENT OF SPOUSE
-----------------
In consideration of the execution of the foregoing Incentive Stock
option Agreement by PSA, INC., I, ___________________, the spouse of the
Optionee therein named, do hereby join with my spouse in executing the foregoing
Incentive Stock Option Agreement and do hereby agree to be bound by all of the
terms and provisions thereof.
DATED:
----------------------
-------------------------
(Signature of Spouse)
(Signature of Spouse)
-9-
<PAGE>
EXHIBIT 4.4
-----------
SECOND AMENDMENT TO 1984 STOCK INCENTIVE PLAN
OF PS GROUP, INC.
WHEREAS, PS Group, Inc. ("PS Group") has entered into an agreement and plan
of reorganization with PS Group Holdings, Inc. ("Holdings") and PSG Merger
Subsidiary, Inc. ("Merger Sub") pursuant to which it is contemplated that Merger
Sub will be merged with and into PS Group, shares of PS Group will be exchanged
for shares of Holdings, and Holdings, formerly a subsidiary of PS Group, will
become the sole shareholder of the Company (the "Reorganization"); and
WHEREAS, under Section 9(a) of the 1984 Stock Incentive Plan of PS Group,
Inc., as amended (the "Stock Option Plan"), if the outstanding shares of PS
Group are exchanged for a different kind of shares, the number and kind of
shares issuable upon exercise of options outstanding under the Stock Option Plan
are to be appropriately and proportionately adjusted as determined by the Board
of Directors of PS Group;
WHEREAS, the Board of Directors of PS Group has determined that immediately
upon consummation of the Reorganization, Holdings shall assume the obligations
of PS Group under the Stock Option Plan, and each issued and outstanding option
under the Stock Option Plan shall be converted into and shall represent an
option to acquire an equivalent number of shares of common stock of Holdings;
NOW, THEREFORE, the Stock Option Plan and the options issued and
outstanding thereunder shall be amended and adjusted as follows:
1. Immediately upon consummation of the Reorganization, each option that
is then issued and outstanding under the Stock Option Plan shall be converted
into, and shall represent, an option to purchase an equivalent number of shares
of Holdings, on the same terms.
2. Immediately upon consummation of the Reorganization, the Stock Option
Plan shall be assumed and adopted by, and shall become a stock option plan of,
Holdings, and shall be administered by the Board of Directors of Holdings.
3. Immediately upon consummation of the Reorganization, Section 2(c) of
the Stock Option Plan shall be amended and restated to read as follows:
"(d) "Committee" means to the Board of Directors of the Company."
<PAGE>
4. Immediately upon consummation of the Reorganization, Section 2(e) of
the Stock Option Plan shall be amended and restated to read as follows:
"(e) The word "Company" means PS Group Holdings, Inc."
The Stock Option Plan is hereby adopted as a plan of Holdings.
PS GROUP, INC.
/s/
------------------------
LAWRENCE A. GUSKE
Vice President - Finance and
Chief Financial Officer
Accepted and Agreed:
PS GROUP HOLDINGS, INC.
/s/
- ------------------------
JOHANNA UNGER
Vice President, Controller
and Secretary
<PAGE>
EXHIBIT 5.1
-----------
June 11, 1996
PS Group Holdings, Inc.
4370 La Jolla Village Drive
Suite 1050
San Diego, CA 92122
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of 8,000 shares of Common Stock, par value $1.00 per share (the
"Securities"), of PS Group Holdings, Inc., a Delaware corporation (the
"Company") issuable upon the exercise of options granted under the 1984 Stock
Option Plan of PS Group, Inc., as amended (the "Plan"), we, as counsel to the
Company, have examined such corporate records, certificates and other documents,
and such questions of law, as we have considered necessary or appropriate for
the purposes of this opinion, and we have considered the proceedings which we,
as counsel to the Company, contemplate will be taken in connection with the
issuance of such Securities. We have relied as to certain matters on
information obtained from public officers, officers of the Company and other
sources believed by us to be responsible.
Upon the basis of the aforementioned examination, we advise you that, in
our opinion, when the certificates representing the Securities have been duly
signed by the Company and countersigned by the transfer agent and registrar of
the Company in accordance with the By-laws of the Company, and the Securities
have been issued and delivered as contemplated by the Plan, the Securities will
be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the Federal laws of the United States
and the General Corporation Law of the State of Delaware, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction.
<PAGE>
PS Group Holdings, Inc.
June 6, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
registration statement with respect to the Securities. In giving such consent,
we do not thereby admit that we are in the category of person whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/
Irell & Manella LLP
