<PAGE>
As filed with the Securities and Exchange Commission on November 29, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
___________________
UNISOURCE WORLDWIDE, INC.
(exact name of registrant as specified in charter)
OHIO 13-5369500
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
825 Duportail Road
Wayne, Pennsylvania 19087-5589
(Address of principal executive offices)(Zip Code)
____________________________
UNISOURCE WORLDWIDE, INC.
STOCK OPTION PLAN
(Full title of the Plan)
______________________________
Hugh G. Moulton
Executive Vice President and Chief Administrative Officer
Unisource Worldwide, Inc.
825 Duportail Road
Wayne, Pennsylvania 19087-5589
(Name and address of agent for service)
(610) 296-8000
(Telephone number, including area code, of agent for service)
_____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per unit* price* fee
- --------------- ---------- --------- ----------- ------------
<S> <C> <C> <C> <C>
Common Stock 3,000,000 $10.76 $32,280,000 $9,781
without
par value
================================================================================
</TABLE>
*Estimated exercise price of Alco stock options to be converted into
Registrant's stock options in December 1996.
<PAGE>
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
-------------------------
A prospectus setting forth the information required by Part I of
Form S-8 will be sent or given to participants as specified by Rule
428(b)(1).
Item 2. Registrant Information and Employee Plan Annual Information
--------------------------------------------------------------------
The documents incorporated by reference in Item 3 of Part II of this
Form S-8 are incorporated by reference in the Section 10(a) prospectus
relating to this registration statement. The foregoing documents and all
other documents required to be delivered to employees pursuant to Rule
428(b) are available without charge, upon written or oral request, to
Unisource Worldwide, Inc., 825 Duportail Road, Wayne, PA 19087, Attn:
Corporate Communications Department (telephone number: (215) 296-8000).
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
------------------------------------------------
The Registrant's Registration Statement on Form 10 (effective
November 26, 1996) is incorporated by reference by the Registrant
and the Plan in this registration statement.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment indicating that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part thereof from the
date of filing of such documents.
Item 4. Description of Securities
----------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
-----------------------------------------------
Not Applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers
--------------------------------------------------
The Delaware General Corporation Law (the "DGCL"), under which the
Registrant is organized, provides that the Registrant may indemnify
persons who incur certain liabilities or expenses by reason of such
persons being or having been directors, officers or employees of the
Registrant or serving or having served in such capacities or similar
capacities at the Registrant's request for other corporations or
entities. Pursuant to the DGCL, the Registrant has adopted, as part of
its By-Laws, provisions whereby the Registrant shall indemnify such
persons against such liabilities and expenses resulting from suits or
other proceedings brought by third persons and against expenses resulting
from suits or other proceedings brought in the right of the Registrant.
No indemnification against expenses is to be made, however, in respect of
(i) any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, relating to prohibited dividends, distributions
and repurchases or redemptions of stock, or (iv) for any transaction for
which the director derives an improper personal benefit.
As permitted by law, the Registrant has purchased liability
insurance policies covering its directors and officers to provide
protection where the law does not allow the Registrant to indemnify a
director or officer. The policies also provide coverage for
indemnifiable expenses, including expenses related to claims arising
under the Employment Retirement Income Security Act against a director or
officer based upon an alleged breach of fiduciary duty or other wrongful
act with respect to an employee benefit plan.
Item 7. Exemption from Registration Claimed
--------------------------------------------
Not applicable.
Item 8. Exhibits
-----------------
(4) Rights Agreement, between the Registrant and National City
Bank, the form of which was filed as Exhibit 2.2 to the
Registrant's Registration Statement on Form 10 (effective
November 26, 1996), is incorporated herein by reference.
(5) Opinion of Morgan, Lewis & Bockius as to the validity of the
securities.
(23) Consent of Independent Auditors.
(99) Unisource Worldwide, Inc. Stock Option Plan
<PAGE>
Item 9. Undertakings
---------------------
(a) The 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;
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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.
(b) The 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 Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
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.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 expressly in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification 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 proceeding)
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 Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all 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 Valley Forge,
Pennsylvania, on the 27th day of November, 1996.
UNISOURCE WORLDWIDE, INC.
Date: November 27, 1996 By: /s/ Jack H. Keeney
-------------------------------------
(Jack H. Keeney)
Vice President-Finance
(Principal Accounting Officer and
Acting Principal Financial
Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ray B. Mundt Chairman and Chief November 27, 1996
- ------------------------- Executive Officer
(Ray B. Mundt) (Principal Executive Officer)
/s/ Charles F. White President and Chief November 27, 1996
- ------------------------- Operating Officer
(Charles F. White)
/s/ Jack H. Keeney Vice President-Finance November 27, 1996
- ------------------------- (Principal Accounting
(Jack H. Keeney) Officer and Acting
Principal Financial Officer)
/s/ John E. Stuart Sole Director November 27, 1996
- -------------------------
(John E. Stuart)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibits
------ --------
<S> <C>
(4.1) Rights Agreement between the Registrant and National City
Bank, the form of which was filed as Exhibit 2.2 to the
Registrant's Registration Statement on Form 10 (effective
November 26, 1996), is incorporated herein by reference.
(5) Opinion of Morgan, Lewis & Bockius as to the validity of
the securities.
(23) Consent of Independent Auditors.
(99) Unisource Worldwide, Inc. Stock Option Plan.
</TABLE>
<PAGE>
November 27, 1996
Unisource Worldwide, Inc.
825 Duportail Road
Wayne, Pennsylvania 19087
Re: Unisource Worldwide, Inc. Registration Statement on Form S-8
------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Unisource Worldwide, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to 3,000,000 shares of the Company's common stock, no par value (the
"Shares"), issuable under the Company's Stock Option Plan (the "Plan"). We have
examined copies of the Plan, the Company's restated certificate of incorporation
and such certificates, records, statutes and other documents as we have deemed
relevant in rendering this opinion. As to matters of fact, we have relied on
representations of officers of the Company. In our examination we have assumed
the genuineness of documents submitted to us as originals and the conformity
with the original of all documents submitted to us as copies thereof.
Based on the foregoing, it is our opinion that the Shares when issued in
accordance with the terms of the Plan will be validly issued, fully paid and
nonassessable shares of common stock of the Company.
The opinion set forth above is limited to the General Corporation Law of the
State of Delaware.
<PAGE>
Unisource Worldwide, Inc.
Page 2
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
<PAGE>
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and the related Prospectus of Unisource Worldwide,
Inc. pertaining to the Unisource Worldwide, Inc. Stock Option Plan of
our report dated October 16, 1996 (except for Notes 1 and 9, as to which
the date is November 22, 1996), with respect to the financial statements
and schedule of Unisource Worldwide, Inc. included in its Registration
Statement on Form 10 filed with the Securities and Exchange Commission on
November 26, 1996.
Philadelphia, Pennsylvania
November 26, 1996
<PAGE>
Exhibit 99
UNISOURCE WORLDWIDE, INC. STOCK OPTION PLAN
ARTICLE I
Purpose
The purpose of this Stock Option Plan (the "Plan") is to enable
Unisource Worldwide, Inc. (the "Company") to offer employees and
consultants of the Company and its subsidiaries equity interests in the
Company, thereby attracting, retaining and rewarding such persons, and
strengthening the mutuality of interests between such persons and the
Company's shareholders.
ARTICLE II
Definitions
For purposes of this Plan, the following terms shall have the
following meanings:
2.1 "Board" shall mean the Board of Directors of the Company.
-----
2.2 "Code" shall mean the Internal Revenue Code of 1986, as
----
amended.
2.3 "Committee" shall mean a committee appointed by the Board
---------
to administer the Plan, consisting of two or more Directors, each of whom
is a "non-employee director" as defined in Rule 16b-3 under the
Securities Exchange Act of 1934 and an "outside director" as defined in
regulations under Section 162(m) of the Code.
2.4 "Common Stock" shall mean the Common Stock, no par value,
------------
of the Company.
2.5 "Company" shall mean Unisource Worldwide, Inc..
-------
2.6 "Fair Market Value" as of any date shall mean, unless
-----------------
otherwise required by any applicable provision of the Code or any
regulations issued thereunder, the closing sales price of a share of
Common Stock for the applicable trading day as reported on the New York
Stock Exchange Composite Tape.
2.7 "Incentive Stock Option" shall mean any Stock Option
----------------------
awarded under this Plan intended to be and designated as an "Incentive
Stock Option" within the meaning of Section 422 of the Code or any
successor section.
2.8 "Non-Qualified Stock Option" shall mean any Stock Option
--------------------------
awarded under this Plan that is not an Incentive Stock Option.
2.9 "Participant" shall mean a person to whom an Option has
-----------
been granted under this Plan.
2.10 "Stock Option" or "Option" shall mean any option to
------------ ------
purchase shares of Common Stock granted pursuant to Article VI.
<PAGE>
ARTICLE III
Administration
3.1 The Committee. The Plan shall be administered and
-------------
interpreted by the Committee.
3.2 Awards. The Committee shall have full authority to grant
------
Stock Options to persons eligible under Article V, including the
authority:
(a) to select the persons to whom Stock Options may from
time to time be granted;
(b) to determine whether and to what extent Incentive Stock
Options or Non-Qualified Stock Options, or any combination thereof, are
to be granted to one or more persons eligible to receive Options under
Article V;
(c) to determine the number of shares of Common Stock to be
covered by each Option granted; and
(d) to determine the terms and conditions, not inconsistent
with the terms of this Plan, of any Option granted (including, but not
limited to, the exercise price of the Option, the term of the Option, any
restriction or limitation affecting the exercisability of the Option and
any conditions under which the exercisability of the Option will be
accelerated).
3.3 Guidelines. Subject to Article VII hereof, the Committee
----------
shall have the authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing this Plan as it shall, from
time to time, deem advisable; to interpret the terms and provisions of
this Plan and any Option granted under this Plan (and any agreements
relating thereto), and to otherwise supervise the administration of this
Plan. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in this Plan or in any Option in the manner
and to the extent it shall deem necessary to carry this Plan into effect.
3.4 Decisions Final. Any decision, interpretation or other
---------------
action made or taken in good faith by the Committee arising out of or in
connection with the Plan shall be final, binding and conclusive on the
Company, all employees and Participants and their respective heirs,
executors, administrators, successors and assigns.
ARTICLE IV
Share Limitations
4.1 Shares. The maximum aggregate number of shares of Common
------
Stock that may be issued under this Plan shall be 10,000,000 (subject to
any increase or decrease pursuant to Section 4.3), which may be either
authorized and unissued Common Stock or issued Common Stock reacquired by
the Company. If any Option granted under this Plan expires, terminates
or is cancelled for any reason without having been exercised in full, the
number of unpurchased shares shall again be available for the purposes of
the Plan.
4.2 Individual Limit. The maximum aggregate number of shares
----------------
with respect to which Options may be granted to any individual during any
fiscal year shall be 500,000 (subject to increase or decrease pursuant to
Section 4.3).
<PAGE>
4.3 Adjustments. If the outstanding shares of Common Stock are
-----------
increased, decreased or exchanged for a different number or kind of
shares or other securities, or if additional shares or other property
(other than ordinary cash dividends) are distributed with respect to such
shares of Common Stock or other securities, through merger,
consolidation, sale of all or substantially all of the assets of the
Company, reorganization, recapitalization, reclassification, dividend,
stock split, reverse stock split, spin off, split off, or other
distribution with respect to such shares of Common Stock, or other
securities, an appropriate and proportionate adjustment may be made in
(i) the maximum number and kind of shares that may be issued under the
Plan, (ii) the maximum number and kind of shares with respect to which
Options may be granted to any individual during any fiscal year, (iii)
the number and kind of shares or other securities subject to then
outstanding Options, and (iv) the price for each share subject to any
then outstanding Options. No fractional shares will be issued under the
Plan on account of any such adjustments.
ARTICLE V
Eligibility
5.1 Employees. Officers and other employees of the Company
---------
(including directors of the Company who are also employees of the
Company) and employees of any subsidiary of the Company are eligible to
be granted Options under this Plan.
5.2 Consultants. Persons who directly or through a corporation
-----------
in which they own a majority of the outstanding shares of voting stock
provide services to the Company or any of its subsidiaries as independent
contractors are eligible to be granted Non-Qualified Stock Options under
this Plan.
ARTICLE VI
Stock Options
6.1 Options. Each Stock Option granted under this Plan shall
-------
be either an Incentive Stock Option or a Non-Qualified Stock Option.
6.2 Grants. The Committee shall have the authority to grant to
------
any person eligible under Article V one or more Incentive Stock Options,
Non-Qualified Stock Options, or both types of Stock Options. To the
extent that any Stock Option does not qualify as an Incentive Stock
Option (whether because of its provisions or the time or manner of its
exercise or otherwise), such Stock Option or the portion thereof which
does not qualify as an Incentive Stock Option shall constitute a separate
Non-Qualified Stock Option.
6.3 Incentive Stock Options. Anything in the Plan to the
-----------------------
contrary notwithstanding, no term of this Plan relating to Incentive
Stock Options shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be exercised, so as to
disqualify the Plan under Section 422 of the Code, or, without the
consent of the Participant affected, to disqualify any Incentive Stock
Option under such Section 422.
6.4 Terms of Options. Options granted under this Plan shall be
----------------
subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of this
Plan, as the Committee shall deem desirable:
<PAGE>
(a) Stock Option Award. Each Stock Option shall be evidenced
------------------
by, and subject to the terms of, a Stock Option Award. The Stock Option
Award shall specify whether the Option is an Incentive Stock Option or a
Non-Qualified Stock Option, the number of shares of Common Stock subject
to the Stock Option, the option price, the option term, and the other
terms and conditions applicable to the Stock Option.
(b) Option Price. The option price per share of Common Stock
------------
purchasable upon exercise of a Stock Option shall be determined by the
Committee at the time of grant but shall be not less than 100% of the
Fair Market Value of the Common Stock on the date of grant if the Stock
Option is intended to be an Incentive Stock Option.
(c) Option Term. The term of each Stock Option shall be fixed
-----------
by the Committee at the time of grant but shall not be exercisable more
than ten years after the date of grant if the Stock Option is intended to
be an Incentive Stock Option.
(d) Exercisability. Stock Options shall be exercisable at such
--------------
time or times and subject to such terms and conditions as shall be
determined by the Committee at the time of grant; provided, however, that
the Committee may waive any installment exercise or waiting period
provisions, in whole or in part, at any time after the date of grant,
based on such factors as the Committee shall, in its sole discretion,
deem appropriate.
(e) Method of Exercise. Subject to such installment exercise
------------------
and waiting period provisions as may be imposed by the Committee, Stock
Options may be exercised in whole or in part at any time during the
option term, by giving written notice of exercise to the Company
specifying the number of shares of Common Stock to be purchased and the
option price for such shares. The option exercise price shall be paid in
full in cash or check payable to the order of Unisource prior to the
delivery of the shares, or by tendering the number of shares of Unisource
common stock equal in value to the exercise price, or the options may be
exercised through broker-assisted exercises in which the broker may
forward the exercise price. Upon payment in full of the option price, a
stock certificate or stock certificates representing the number of shares
of Common Stock to which the Participant is entitled shall be delivered
to the Participant (or the broker). A Participant shall not be deemed to
be the holder of Common Stock, or to have the rights of a holder of
Common Stock, with respect to shares subject to the Option, unless and
until a stock certificate representing such shares of Common Stock is
issued.
(f) Termination of Employment. Unless otherwise determined by
-------------------------
the Committee, Stock Options held by a Participant who ceases to be an
employee or consultant of the Company and its subsidiaries shall be
exercisable as follows:
(i) In the case of a Participant who dies, all Options
that were outstanding on the date of the Participant's death may be
exercised by the legal representative of the Participant's estate for a
period of one year after the date of death or until the expiration of the
stated term of the Option, whichever period is shorter.
(ii) In the case of a Participant who becomes disabled (as
defined by the Company's Long Term Disability Plan), all Options that
were outstanding on the effective date of such disability may be
exercised by the Participant for a period of one year after such date or
until the expiration of the stated term of the Option, whichever period
is shorter.
(iii) In the case of a Participant who ceases to be an
employee or consultant of the Company and its subsidiaries for any reason
other than death or disability, all Options that were exercisable on the
date of termination of the Participant's employment or consulting
relationship may be exercised by the Participant for a period of three
months after such date or until the expiration of the stated term of the
Option, whichever period is shorter.
<PAGE>
(iv) Any Option not exercised during the periods specified
in Subsections (i), (ii) or (iii) shall terminate at the end of such
period; provided, however, that the Committee may extend such period,
based on such factors as the Committee shall, in its sole discretion,
deem appropriate. If an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422
of the Code, such Option will thereafter be treated as a Non-Qualified
Stock Option.
(g) Incentive Stock Option Limitations. To the extent that the
----------------------------------
aggregate Fair Market Value (determined as of the date of grant) of the
Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any calendar
year under the Plan and/or any other stock option plan of the Company or
any subsidiary or parent corporation (within the meaning of Section 424
of the Code) exceeds $100,000, such Options shall be treated as Non-
Qualified Stock Options.
Should the foregoing provisions not be necessary in order for
the Stock Options to qualify as Incentive Stock Options, or should any
additional provisions be required, the Board may amend this Plan or any
individual award accordingly.
ARTICLE VII
Termination or Amendment
7.1 Termination or Amendment of the Plan. The Board may at any
------------------------------------
time terminate this Plan or amend all or any part of this Plan; provided,
however, that, unless otherwise required by law, and subject to Article
IV, the rights of a Participant with respect to Options granted prior to
such termination or amendment may not be materially impaired without the
consent of such Participant.
7.2 Amendment of Options. The Committee may amend the terms of
--------------------
any outstanding Option, prospectively or retroactively, but, subject to
Article IV, no such amendment or other action by the Committee may have a
material adverse effect on the rights of any holder without the holder's
consent.
ARTICLE VIII
General Provisions
8.1 Nonassignment. Except as otherwise provided in this Plan,
-------------
Options granted hereunder and the rights and privileges conferred thereby
shall not be sold, transferred, assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise), and shall not be subject
to execution, attachment or similar process.
8.2 Legend. All certificates representing shares of Common
------
Stock delivered under this Plan shall be subject to such stock transfer
orders and other restrictions as the Committee may deem advisable under
the rules, regulations and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Common Stock is
listed or traded, any applicable federal or state securities law, and any
applicable corporate law, and the Committee may cause a legend or legends
to be put on stock certificates to make appropriate reference to such
restrictions.
8.3 Other Plans. Nothing contained in this Plan shall prevent
-----------
the Board from adopting other or additional compensation arrangements,
subject to shareholder approval if such approval is required, and such
arrangements may be either generally applicable or applicable only in
specific cases.
<PAGE>
8.4 No Right to Employment. Neither this Plan nor the grant of
----------------------
any Option shall give any Participant or other employee or consultant any
right with respect to continuance of employment or consulting
relationship with the Company or any subsidiary of the Company, nor shall
there be a limitation in any way on the right of the Company or a
subsidiary, as the case may be, to terminate such Participant's
employment or consulting arrangement at any time.
8.5 Withholding of Taxes. The Company shall have the right,
--------------------
prior to delivering a stock certificate representing the shares of Common
Stock otherwise deliverable to a Participant upon exercise of an Option,
to (i) require the Participant to remit to the Company an amount
sufficient to satisfy all federal, state, local and non-U.S. tax
withholding requirements (including social security and Medicare
withholding requirements, if applicable), (ii) reduce the number of
shares of Common Stock otherwise deliverable to the Participant by an
amount that would have a Fair Market Value on the date of exercise equal
to the amount of all federal, state, local and non-U.S. taxes (including
social security and Medicare taxes, if applicable) required to be
withheld, or (iii) deduct the amount of such taxes from cash payments
otherwise to be made to the Participant. In connection with such
withholding, the Committee may make such arrangements as are consistent
with this Plan as it may deem appropriate.
8.6 Listing and Other Conditions.
----------------------------
(a) The issuance of any shares of Common Stock upon
exercise of an Option shall be conditioned upon such shares being listed
on the New York Stock Exchange. The Company shall have no obligation to
issue any shares of Common Stock unless and until the shares are so
listed, and the right to exercise any Option shall be suspended until
such listing has been effected.
(b) If at any time counsel to the Company shall be of the
opinion that any sale or delivery of shares of Common Stock upon exercise
of an Option is or may in the circumstances be unlawful or result in the
imposition of excise taxes under the statutes, rules or regulations of
any applicable jurisdiction, the Company shall have no obligation to make
such sale or delivery, or to make any application or to effect or to
maintain any qualification or registration under the Securities Act of
1933 or otherwise with respect to shares of Common Stock or Options, and
the right to exercise any Option shall be suspended until, in the opinion
of such counsel, such sale or delivery shall be lawful or shall not
result in the imposition of excise taxes.
(c) Upon termination of any period of suspension under this
Section 8.6, any Option affected by such suspension which shall not then
have expired or terminated shall be reinstated as to all shares available
before such suspension and as to shares which would otherwise have become
available during the period of such suspension, but no such suspension
shall extend the term of any Option.
8.7 Governing Law. This Plan and actions taken in connection
-------------
herewith shall be governed and construed in accordance with the laws of
the Commonwealth of Pennsylvania.
8.8 Construction. Wherever any words are used in this Plan in
------------
the masculine gender they shall be construed as though they were also
used in the feminine gender in all cases where they would so apply, and
wherever any words are used herein in the singular form they shall be
construed as though they were also used in the plural form in all cases
where they would so apply.
8.9 Liability of Committee Members. No member or former member
------------------------------
of the Committee shall be liable, in the absence of bad faith or willful
misconduct, for any act or omission with respect to service on the
Committee. Service on the Committee shall constitute service as a
director of the Company so that members of the Committee shall be
entitled to indemnification and reimbursement as directors of the Company
pursuant to its By-Laws.
8.10 Other Benefits. The grant of an Option shall not be deemed
--------------
compensation for purposes of computing benefits under any retirement plan
nor affect any benefits under any other benefit plan now or hereafter in
effect under which the availability or amount of benefits is related to
the level of compensation.
<PAGE>
8.11 Costs. Unless otherwise determined by the Board of
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Directors and except as set forth in this Plan, the Company shall bear
all expenses incurred in administering this Plan, including expenses of
issuing Common Stock upon the exercise of Options.
8.12 Severability. If any part of this Plan shall be determined
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to be invalid or void in any respect, such determination shall not
affect, impair, invalidate or nullify the remaining provisions of this
Plan which shall continue in full force and effect.
8.13 Successors. This Plan shall be binding upon and inure to
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the benefit of any successor or successors of the Company.
8.14 Headings. Article and section headings contained in this
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Plan are included for convenience only and are not to be used in
construing or interpreting this Plan.
ARTICLE IX
Effective Date of Plan
9.1 Effective Date. This Plan shall be effective as of
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January 1, 1997.
ARTICLE X
Term of Plan
10.1 Term. No Stock Option shall be granted pursuant to this
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Plan on or after December 31, 2007, but Options granted prior to such
date may extend beyond that date.
