<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 1997
Registration No. 333-________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM S-8
REGISTRATION UNDER THE SECURITIES ACT OF 1933
__________________________________
FISHER COMPANIES INC.
---------------------
(Exact name of registrant as specified in its charter)
WASHINGTON 91-0222175
---------- ----------
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
1525 ONE UNION SQUARE, 600 UNIVERSITY STREET, SEATTLE, WASHINGTON 98101-3185
----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
FISHER COMPANIES INCENTIVE PLAN OF 1995
---------------------------------------
(Full title of plan)
DAVID D. HILLARD
----------------
1525 One Union Square, 600 University Street, Seattle, Washington 98101-3185
----------------------------------------------------------------------------
(Name and address of agent for service)
(206) 624-2752
--------------
(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 be to be price offering registration
registered registered (1) per share (2) price (2) fee
- ---------- -------------- ------------- --------- ---
<S> <C> <C> <C> <C>
Common shares, 277,616 $129.50 $35,951,272 $10,894.32
par value $2.50
</TABLE>
______________________________________________________________________________
Notes:
1. Represents Common Shares of $2.50 par value ("Common Shares") being
registered under the Incentive Plan of 1995 ("Plan") of Fisher Companies Inc.
("Registrant"), together with an indeterminate number of additional shares which
may be necessary to adjust the number of shares reserved for issuance under the
Plan as a result of a future stock split, stock dividend or similar adjustment,
as permitted by Rule 416.
2. Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended ("Act"), the price per share is estimated to be $129.50 based
upon the trading price of the transactions in Registrant's Common Shares on
July 18, 1997, as quoted by P.C. Quote, Inc. on July 18, 1997.
<PAGE>
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in the
Registration Statement. In addition, all documents subsequently filed by
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act") prior to Registrant's 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.
(a) The Registrant's registration statement on Form 10 (Registration No.
000-22439), filed on April 25, 1997, as amended by Pre-effective Amendment No. 1
to Form 10 filed June 6, 1997, and Pre-effective Amendment No. 2 to Form 10
filed June 18, 1997, pursuant to Section 12(g) of the Exchange Act, which
contains audited financial statements for the most recent fiscal year for which
such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by Registrant's document
referred to in (a) above.
(c) The description of the Common Shares contained in the Registration
Statement on Form 10 (Registration No. 000-22439), filed on April 25, 1997, as
amended by Pre-effective Amendment No. 1 to Form 10 filed on June 6, 1997, and
Pre-effective Amendment No. 2 to Form 10 filed on June 18, 1997, pursuant to
Section 12(g) of the Exchange Act.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares offered pursuant to the Fisher Companies
Incentive Plan of 1995 will be passed upon by Graham & Dunn, PC, 1420 Fifth
Avenue, 33rd Floor, Seattle, Washington 98101.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Washington Business Corporation Act ("WBCA") sets forth certain
mandatory and permissive provisions which a Washington corporation may utilize
in indemnifying and/or advancing expenses to its directors, officers, employees
and agents. The WBCA also authorizes a corporation to adopt its own provisions
governing indemnification and advancement of expenses. Such provisions must be
contained in the corporation's articles of incorporation, a bylaw adopted or
ratified by shareholders, or a resolution adopted or ratified by shareholders.
In no case, however, may such provisions authorize indemnification or
advancement of expenses to any director, officer, employee or agent for (a) acts
or omissions finally adjudged to be intentional misconduct or a knowing
violation of law, (b) conduct finally adjudged to be in violation of Section
23B.08.310 of the WBCA (regarding unlawful distributions), and (c)
<PAGE>
conduct from which the person received a benefit in money, property or services
to which he or she was adjudged to be not legally entitled.
Registrant's Articles and the Bylaws, taken together, provide that the
Registrant shall indemnify any person who was or is involved in any manner or
was or is threatened to be made so involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that such person is or was a director or
director-officer of Registrant or any of its subsidiaries, against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such proceeding. Registrant may not, however,
provide such indemnification on account of (a) acts or omissions finally
adjudged to be intentional misconduct or knowing violation of law; (b) conduct
finally adjudged to be in violation of Section 23B.08.310 of the Revised Code of
Washington; or (c) any transaction with respect to which it was finally adjudged
that such person personally received a benefit in money, property, or services
to which such person was not entitled (the foregoing instances being defined in
Registrant's Bylaws as "egregious conduct"). The Articles provide that no
director of Registrant will be liable to Registrant or to its shareholders, or
to any subsidiary or its shareholders, for monetary damages for conduct as a
director or director-officer except in instances involving egregious conduct.
The rights to indemnification provided by the Articles and Bylaws include the
right to receive payment of any expenses incurred by the person being
indemnified in connection with a proceeding in advance of the final disposition
of the proceeding consistent with applicable law. Such rights are not exclusive
of any other rights to which any person seeking indemnification may otherwise be
entitled. The Articles and Bylaws also specify or incorporate by reference
certain procedures, presumptions and remedies that apply with respect to the
right to indemnification and the advancement of expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<C> <S>
4.1 Registrant's Articles of Incorporation. (1)
4.2 Registrant's Bylaws. (2)
5.1 Opinion of Graham & Dunn, P.C., Registrant's legal counsel, dated
July 25, 1997.
23.1 Consent of Graham & Dunn (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (included in Signature Page).
99.1 Registrant's Incentive Plan of 1995.
</TABLE>
___________________
(1) Incorporated by reference from Exhibit 3.1 of Registrant's
registration statement on Form 10 (Registration No. 000-22439), filed
on April 25, 1997, pursuant to Section 12(g) of the Exch ange Act.
(2) Incorporated by reference from Exhibit 3.2 of Registrant's
registration statement on Form 10 (Registration No. 000-22439), filed
on April 25, 1997, pursuant to Section 12(g) of the Exch ange Act.
ITEM 9. UNDERTAKINGS.
A. 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;
(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 end 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 a 20% 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;
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
-----------------
section do not apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
C. 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 Commission such indemnification is
against public policy as expressed 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 of 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
Pursuant to the requirements of the Securities Act, the Registrant
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 Seattle, State of Washington, on the 25th day of
July, 1997.
FISHER COMPANIES INC.
By: /s/ William W. Krippaehne, Jr.
------------------------------
William W. Krippaehne, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
Each person whose individual signature appears below hereby authorizes and
appoints William W. Krippaehne, Jr. and David D. Hillard, and each of them, with
full power of substitution and full power to act without the other, as his true
and lawful attorney-in-fact and agent to act in his name, place and stead, and
to execute in the name and on behalf of each person, individually and in each
capacity stated below, and to file any and all amendments to this Registration
Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated,
on the 25th day of July, 1997.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ William W. Krippaehne, Jr. President and Chief Executive Officer
- ------------------------------ (Principal Executive Officer)
William W. Krippaehne, Jr.
/s/ David D. Hillard Senior Vice President, Chief Financial
- -------------------- Officer and Secretary
David D. Hillard (Principal Financial and Accounting Officer)
/s/ Glen P. Christofferson Vice President and Controller (Controller)
- ----------------------------
Glen P. Christofferson
/s/ Robin E. Campbell Director
- ----------------------
Robin E. Campbell
</TABLE>
<PAGE>
<TABLE>
<S> <C>
/s/ James W. Cannon Director
- --------------------
James W. Cannon
/s/ George D. Fisher Director
- ---------------------
George D. Fisher
/s/ Phelps K. Fisher Director
- ---------------------
Phelps K. Fisher
/s/ William O. Fisher Director
- ---------------------
William O. Fisher
/s/ Carol H. Fratt Director
- -------------------
Carol H. Fratt
/s/ Donald G. Graham, Jr. Director
- --------------------------
Donald G. Graham, Jr.
/s/ Donald G. Graham, III Director
- --------------------------
Donald G. Graham, III
/s/ John D. Mangels Director
- --------------------
John D. Mangels
/s/ Jean F. McTavish Director
- ---------------------
Jean F. McTavish
/s/ Jacklyn F. Meurk Director
- ---------------------
Jacklyn F. Meurk
/s/ W. W. Warren Director
- -----------------
W. W. Warren
/s/ W. W. Warren, Jr. Director
- ----------------------
W. W. Warren, Jr.
</TABLE>
<PAGE>
Exhibit 5.1
July 25, 1997
Fisher Companies Inc.
1525 One Union Square
600 University Street
Seattle, Washington 98101-3185
RE: FISHER COMPANIES INCENTIVE PLAN OF 1995
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 ("Registration Statement") under the
Securities Act of 1933, as amended ("Act"), that you are filing with the
Securities and Exchange Commission ("Commission") with respect to 277,616 shares
of common stock, $2.50 par value ("Shares"), of Fisher Companies Inc., a
Washington corporation (the "Company") authorized for issuance under the Fisher
Companies Incentive Plan of 1995 ("Plan").
In connection with the offering of the Shares, we have examined: (i) the
Plan, which is filed as Exhibit 99.1 to the Registration Statement; (ii) the
Registration Statement, including the remainder of the exhibits; and (iii) such
other documents as we have deemed necessary to form the opinions expressed
below. As to various questions of fact material to such opinions, where relevant
facts were not independently established, we have relied upon statements of
officers of the Company.
Our opinion assumes that the Shares are issued in accordance with the terms
of the Plan after the Registration Statement has become effective under the Act.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, or any portion thereof, to the extent such Shares represent original
issuances by the Company, have been duly authorized and that, upon the due
execution by the Company and the registration by its registrars of the Shares,
issuance thereof by the Company, and receipt of the consideration therefor in
accordance with the terms of the Plan, the Shares will be validly issued, fully
paid, and nonassessable.
<PAGE>
Fisher Companies Inc.
July 25, 1997
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. This consent shall not be construed to cause us to be in
the category of persons whose consent is required to be filed pursuant to
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Graham & Dunn
GRAHAM & DUNN
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 21, 1997 appearing on page 63
of Fisher Company Inc.'s Registration Statement on Form 10 for the year ended
December 31, 1996. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page 82 of such
Registration Statement on Form 10.
/s/ Price Waterhouse LLP
July 25, 1997
Seattle, Washington
<PAGE>
EXHIBIT 99.1
FISHER COMPANIES INCENTIVE PLAN OF 1995
1. PURPOSE
The purpose of the Plan is to provide selected eligible key employees of
Fisher Companies Inc. ("Company") or any present or future subsidiary of the
Company with an inducement to remain in the employ of the Company and to
participate in the ownership of the Company, and with added incentives to
advance the interests of the Company and increase the value of the Company's
common stock.
2. DEFINITIONS
1) "Committee" shall mean the committee described in Section 3 hereof and
selected by the Company's Board of Directors to administer the Plan.
b. "Nonemployee Director" has the meaning set forth in Rule 16b-3 under
the Securities Exchange Act of 1934, as amended.
c. "Options" means any incentive stock option or non-statutory stock
option granted hereunder.
d. "Rights" means any restricted stock right or performance stock right
granted hereunder.
e. "Subsidiary" as used in the Plan shall mean any corporation in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the broken chain, owns
stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
3. ADMINISTRATION
1) The Plan shall be administered by a Committee appointed by the Board
of Directors and to consist of not less than three members of the Board
of Directors, all of whom shall be Nonemployee Directors.
2) Subject to the terms of the Plan, the Committee shall have full and
final authority to determine the persons who are to be granted Options
and Rights under the Plan and the number of shares subject to each
Option and Right, the option price, the form, terms and conditions,
including but not limited to any target stock prices or any performance
goals of the Options, whether the Options granted shall be incentive
stock options or non-statutory stock options, or both, the time or times
when each Option becomes exercisable, the duration of the exercise
period and the terms and conditions of all Rights granted hereunder, and
to make such other determinations as may be appropriate or necessary for
the administration of the Plan.
1
<PAGE>
3) The Committee shall select one of its members as the Chairman, and
shall hold its meetings at such times and places as it shall deem
advisable. At least one-half of its members shall constitute a quorum
for the conduct of business, and any decision or determination approved
by a majority of members present at any meeting in which a quorum exists
shall be deemed to have been made by the Committee. In addition, any
decision or determination reduced to writing and signed by all of the
members shall be deemed to have been made by the Committee. The
Committee may appoint a Secretary, shall keep minutes of its meetings,
and may make such rules and regulations for the conduct of its business
and for the carrying out of the Plan as it shall deem appropriate.
(d) The interpretation and construction by the Committee of any provisions
of the Plan and of the Options and Rights granted thereunder shall be
final and conclusive on all persons having any interest thereunder.
4. SHARES SUBJECT TO PLAN
Subject to the provisions of Section 18 (relating to adjustment due to changes
in capital structure), the number of shares of stock which may be issued and
sold pursuant to Options and Rights granted under the Plan shall not exceed
Seventy Thousand (70,000) shares of the Company's common stock (Two Hundred
Eighty Thousand (280,000) shares in the event of a four-for-one stock split
that will be effective May 15,1995, subject to stockholder approval of an
increase in the number of authorized shares.) If any Options or Rights granted
under the Plan shall terminate or expire without having been exercised in
full, the stock not purchased or acquired under such Options or Rights shall
be available again for the purposes of the Plan.
5. ELIGIBILITY
a. Options and Rights may be granted only to salaried key management
employees of the Company or a Subsidiary (including officers and
directors who are also salaried employees) who, in the judgment of the
Committee, will perform services of special importance in the
management, operation and development of the business of the Company or
the businesses of one or more of its Subsidiaries, provided:
(i) The Option or Right grant date for an employee shall not occur
during or after the calendar year in which the employee reaches the
age of 65, and
(ii) An Option or Right shall not be granted to an employee who,
immediately after the Option or Right is granted, owns stock
possessing more than five percent (5%) of the total combined voting
power or value of all classes of stock of the Company or a
Subsidiary.
(b) For purposes of determining the stock owned at a given time by an
individual under Section 5(a)(ii) hereof, the following rules shall
apply:
(i) Stock which the individual may purchase or acquire under outstanding
Options or Rights shall be treated as stock owned by such
individual;
2
<PAGE>
(ii) Stock owned directly or indirectly by or for the individual's
brothers, sisters, spouse, ancestors and lineal descendants shall
be considered as owned by such individual;
(iii)Stock owned directly or indirectly by or for a corporation,
partnership, estate or trust, shall be considered as owned
proportionately by or for its shareholders, partners or
beneficiaries.
6. PRICE AND TERM OF OPTION
1) The exercise price under each Option will be determined by the
Committee but shall not be less than 100% of the fair market value of
the shares of stock covered by the Option at the time of the grant of
the Option, as determined by the Committee.
b. The term of each Option shall be as determined by the Committee, but
not in excess of ten (10) years from the date it is granted. An Option
granted for an initial term of less than ten (10) years may be extended
by amendment for a period of up to ten (10) years from the date of the
initial grant, provided that no such amendment of an incentive stock
Option shall be made without the prior consent of the optionee.
7. LIMITATIONS ON EXERCISE OF OPTION RIGHTS
a. Except as provided in Section 13 hereof, the optionee must remain in
the continuous employ of the Company and/or its Subsidiaries for at
least one year from the date the Option is granted before any part
thereof or right thereunder may be exercised. Absence on leave or on
account of illness or disability under rules established by the
Committee shall not, however, be deemed an interruption of employment
for purposes of the Plan. Thereafter, the Option may be exercisable in
whole or in installments in accordance with its terms, as determined by
the Committee.
b. The minimum number of shares with respect to which option rights may
be exercised in part at any time shall be determined by the Committee at
the time the Option is granted.
c. With respect to incentive stock Options granted to an employee under
the Plan, the aggregate fair market value (determined at the time the
Options are granted) of the stock with respect to which incentive stock
Options are exercisable for the first time by such employee during any
calendar year (including all such plans of the Company and its
Subsidiaries) shall not exceed $100,000.
8. METHOD OF EXERCISE OF OPTION
Each exercise of an Option granted hereunder, whether in whole or in part,
shall be by written notice to the Chief Executive Officer of the Company
designating the number of shares as to which the Option is exercised, and,
where stock is to be purchased pursuant to such exercise,
3
<PAGE>
shall be accompanied by payment in full for the number of shares so
designated. Stock to be purchased under the Plan may be paid for in cash,
in shares of the Company's common stock at their fair market value on the
date of exercise, or partly in cash and partly in such shares. Fractional
shares may not be purchased under an Option, and fractional shares may not
be delivered to the Company for payment of the option price. No shares
shall be issued until full payment thereof has been made. Each optionee who
has exercised an Option shall, upon notification of the amount due and
prior to or concurrently with delivery of the certificates representing the
shares, pay to the Company amounts necessary to satisfy applicable federal,
state and local withholding tax requirements.
9. FORM OF OPTION AGREEMENT
Each Option agreement shall contain the essential terms of the Option and
such other provisions as the Committee shall from time to time determine,
but such Option agreements need not be identical. If the Option is an
incentive stock option, the instrument evidencing such Option shall contain
such terms and provisions relating to exercise and otherwise as may be
necessary to render it an incentive stock option under the applicable
provisions of the Internal Revenue Code of 1986, as amended (presently
Section 422 thereof), and the Regulations thereunder, or corresponding
provisions of subsequent laws and regulations.
10. FINANCING OF OPTIONS
The Company and its Subsidiaries may not extend credit, arrange credit,
guarantee obligations, or otherwise aid employees in financing their
purchases of stock pursuant to Options granted under this Plan.
11. RESTRICTED STOCK RIGHTS
a. The Committee may grant any eligible employee restricted stock rights
which entitle such employee to receive a stated number of shares of the
Company's stock if the employee for a stated number of years remains
continuously employed by the Company or a Subsidiary or, following the
employee's normal retirement, serves on the Board of Directors of the
Company or in another capacity approved by the Committee (the
"Restricted Period"). At the time the restricted stock right is issued,
the Committee shall designate the length of the Restricted Period and
the service that will qualify under the Restricted Period; provided,
however, in no event may the Restricted Period extend beyond the fifth
anniversary date of the employee's termination of employment. The
Committee shall also have full and final authority to select the
employees who receive restricted stock rights, to specify the number of
shares of stock subject to each such right, and to establish the other
terms, conditions and definitions that govern such rights.
b. The Company shall pay to each holder of an unexpired restricted stock
right during the Restricted Period, as additional compensation, an
amount of cash equal to the dividends that would have been payable to
the holder of such right during the Restricted Period if the
4
<PAGE>
holder had owned the stock subject to the right. Such amount shall be
paid as near in time as reasonably practical to the applicable dividend
payment dates.
c. At the expiration of each Restricted Period, the Company shall issue
to the holder of the restricted stock right the shares of stock relating
to such Restricted Period or at the request of the holder make a payment
of an amount equal to the fair market value of such shares (or any
portion thereof), provided all conditions have been met.
d. Upon grant of a restricted stock right, the Company shall deliver to
the recipient a document which sets forth and describes in detail the
terms and conditions of the right.
12. PERFORMANCE STOCK RIGHTS
1) The Committee may grant to an eligible employee performance stock
rights which entitle such employee to receive a stated number of shares
of the Company's common stock if the employee attains certain specified
performance goals within a stated performance period. The Committee
shall have full and final authority to select the employees who receive
performance stock rights, to specify the number of shares of stock
subject to each such right, to establish the performance requirements,
to establish the performance period and to establish the terms,
conditions and definitions that govern such rights.
2) Unlike restricted stock rights, the Company shall not pay to each
holder of an unexpired performance stock right during the performance
period an amount of cash equal to the dividends that would have been
payable to the holder during the performance period if the holder had
owned the stock subject to the right.
3) At such time that the performance requirements of a performance stock
right are satisfied, the Company shall issue to the holder of the
performance stock right the shares of stock subject to the right. If the
performance requirements are not met by the expiration of the
performance period, the performance stock right shall expire and the
holder thereof shall have no further rights thereunder.
4) Upon granting a performance stock right, the Company shall issue to
the recipient a document which sets forth and describes in detail the
terms and conditions of the right.
13. TERMINATION OF EMPLOYMENT
(a) In the event the employment of an optionee by the Company or a
Subsidiary shall terminate for any reason other than the optionee's
normal retirement, the optionee having become age 65, physical
disability as hereinafter provided or death, the Option may be
exercised by the optionee at any time prior to the expiration date of
the Option or the expiration of three months after the date of such
termination of employment, whichever is the shorter period, but only
if and to the extent the optionee was entitled to exercise the Option
at the date of such termination.
5
<PAGE>
(b) If an optionee retires under the normal retirement policies of the
Company or a Subsidiary having become age 65, the Option may be
exercised by the optionee at any time prior to the expiration date of
the Option but in any event no later than the fifth anniversary date
of the optionee's termination of employment.
(c) If an optionee dies while in the employ of the Company or a
Subsidiary, or dies following termination of employment but during the
period that the Option could have been exercised by the optionee, the
optionee's Option rights may be exercised at any time by the person or
persons to whom such rights under the Option shall pass by will or by
the laws of descent and distribution, and, with respect to such
decedents, such Options may be exercised without regard to the
limitation provided in Section 7(a) (relating to one year of
employment) or installment limitations, if any, that would otherwise
apply. But with respect to a decedent whose employment was terminated
for any reason other than normal retirement, death or disability
within the meaning of Section 22(e)(3) of the Internal Revenue Code of
1986, as amended, such Option rights may be exercised only to the
extent exercisable on the date of termination of employment.
(d) In the event of the termination of the optionee's employment because
of the disability within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended, the Option may be exercised
by the optionee at any time prior to the expiration date of the Option
or the expiration of one year after the date of such termination,
whichever is the shorter period, but only if and to the extent the
optionee was entitled to exercise the Option at the date of such
termination.
(e) In the event a holder of restricted stock rights issued under the
provisions of Section 11 hereof fails to satisfy the employment or
service requirements for the issuance of stock under such rights for
any reason other than death or disability as herein defined, such
holder shall lose all rights to receive stock under the provisions of
the restricted stock rights. In the event a holder of a restricted
stock right is unable to satisfy the requirements of a restricted
stock right because of death or disability within the meaning of
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended,
then, with respect to each group of restricted stock rights granted at
a given time, the holder or the personal representative of the
holder's estate, as the case may be, either shall be issued a number
of shares of the Company's common stock which, when added to all
shares theretofore issued to such holder as a result of restricted
stock rights issued at such given time, produces a sum (i) which bears
the same ratio to the total number of all shares covered by restricted
stock rights granted at such time, as (ii) the period that elapsed
from the grant of the restricted stock rights to the time the holder
ceased to satisfy the employment or service requirements for the
issuance of stock under such rights bears to the longest Restricted
Period contained in such restricted stock rights or in lieu thereof at
the request of such holder or personal representative an amount equal
to the fair market value of such shares.
f) In the event the employment of an employee who holds a performance
stock right granted under the provisions of Section 12 hereof
terminates for any reason prior to the expiration of the performance
period specified in the performance stock right, then, except to the
extent
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the Committee may decide otherwise in select situations, such employee
shall lose all rights to thereafter receive any stock under such
performance stock right.
(g) To the extent that the Option of any deceased optionee or of any
optionee whose employment is terminated shall not have been exercised
within the time periods provided above, all further rights to purchase
shares pursuant to such Option or to exercise stock appreciation
rights shall cease and terminate at the expiration of such period.
(h) If a corporation ceases to be a Subsidiary of the Company, employees
of such corporation shall be deemed to have terminated their
employment with the Company or a Subsidiary of the Company for
purposes of this Plan.
14. OPTIONS AND RIGHTS NOT TRANSFERABLE
Any Option or Right granted hereunder shall not be transferable except by
will or by the laws of descent and distribution of the state or country of
the employee's domicile at the date of death, and, during the lifetime of
the person to whom the Option or Right is granted, only the optionee or the
guardian of the optionee may exercise it.
15. RIGHTS AS STOCKHOLDER
Neither a person to whom an Option or Right is granted, nor such person's
legal representative, heir, legatee or distributee, shall be deemed to be
the holder of, or to have any rights of a holder with respect to, any
shares subject to such Option or Right, until after the stock is issued.
16. AMENDMENTS TO THE PLAN
The Company's Board of Directors may from time to time make such amendments
to the Plan as it may deem proper and in the best interests of the Company
or a Subsidiary, provided that -
(a) No amendment shall be made which (i) would impair, without the consent
of the applicable employee, any Option or Right theretofore granted
under the Plan or deprive any employee of any shares of stock of the
Company which he may have acquired through or as a result of the Plan,
or (ii) would withdraw the administration of the Plan from a Committee
of Directors of the Company meeting the qualifications set forth in
Section 3(a) hereof.
(b) Any such amendment which would --
(i) Materially increase the benefits accruing to participants under
the Plan,
(ii) Increase the number of securities which may be issued under the
Plan, or
(iii)Materially modify the requirements as to eligibility for
participation in the Plan
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shall be submitted to the shareholders of the Company for their approval at
the next annual or special meeting after adoption by the Board of
Directors, and if such shareholder approval is not obtained, the amendment,
together with any actions taken under the Plan on the necessary authority
of such amendment, shall be null and void.
17. TERMINATION OF THE PLAN
Options and Rights may be granted under the Plan at any time prior to the
seventh (7th) anniversary date of the effective date of the Plan, on which
anniversary date the Plan will expire except as to those Options and Rights
then outstanding thereunder, which Options and Rights shall remain in
effect until they have been exercised or have expired in accordance with
their terms. The Plan may be abandoned or terminated at any time by the
Company's Board of Directors, except with respect to Options and Rights
then outstanding under the Plan.
18. CHANGES IN CAPITAL STRUCTURE
a. Except as provided in subparagraph (b), in the event that the
outstanding shares of Common Stock of the Company are hereafter
increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company or of
another corporation, by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up,
combination of shares, dividend payable in shares, rights offering,
change in the corporate structure of the Company, or otherwise
appropriate adjustment shall be made in the number and kind of shares
for which Options and Rights may be granted under the Plan. In addition,
an appropriate adjustment shall be made in the number and kind of shares
as to which outstanding Options and Rights, or portions thereof then
unexercised, shall be exercisable, to the end that the proportionate
interest of the existing holder of an Option or Right shall be
maintained as before the occurrence of such event. Such adjustment in
outstanding Options and Rights shall be made without change in the total
price applicable to the unexercised portion of the Option and Right and
with a corresponding adjustment in the exercise price per share. Any
such adjustment made by the Board of Directors shall be conclusive.
b. In the event of dissolution or liquidation of the Company or a
reorganization, merger or consolidation with one or more corporations,
in lieu of providing for Options and Rights as provided for above in
this Section 18, the Board of Directors of the Company may, in its sole
discretion, provide a 30-day period immediately prior to such event
during which optionees shall have the right to exercise Options in whole
or in part without any limitations on exercisability.
19. APPROVALS
The obligation of the Company under this Plan shall be subject to the
approval of such state or federal authorities or agencies, if any, as may
have jurisdiction in the matter. Shares shall not be issued with respect to
an Option or Right unless the exercise and the issuance and delivery of the
shares shall comply with all relevant provisions of law, including, without
limitation, any
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applicable state securities laws, the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, the Internal Revenue Code
of 1986, as amended, the respective rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the
shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. Inability of the
Company to obtain from any regulatory body having jurisdiction authority
deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any shares hereunder shall relieve the Company of any liability for
the nonissuance or sale of such shares. The Board may require any action or
agreement by an employee holding an Option or Right as may from time to
time be necessary to comply with the federal and state securities laws. The
Company shall not be obliged to register Options or Rights, or stock
granted or purchased under the Plan.
20. EMPLOYMENT RIGHTS
Nothing in this Plan or any Option or Right granted pursuant thereto shall
confer upon any employee any right to be continued in the employment of the
Company or any Subsidiary of the Company, or to interfere in any way with
the right of the Company, in its sole discretion, to terminate such
employee's employment at any time.
21. EFFECTIVE DATE OF THE PLAN
The effective date of this Plan is April 27, 1995.
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