<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1999
REGISTRATION NO. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRIEDE GOLDMAN HALTER, INC.
(FORMERLY KNOWN AS FRIEDE GOLDMAN INTERNATIONAL INC.)
(Exact name of registrant as specified in its charter)
MISSISSIPPI 64-0900067
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
13085 INDUSTRIAL SEAWAY ROAD
GULFPORT, MISSISSIPPI 39503
(Address of Principal Executive Offices) (Zip Code)
FRIEDE GOLDMAN HALTER, INC.
AMENDED AND RESTATED 1997 EQUITY INCENTIVE PLAN
(Full title of the plan)
RICK S. REES
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
13085 INDUSTRIAL SEAWAY ROAD
GULFPORT, MISSISSIPPI
(228) 896-0029
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
PROPOSED
MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share(3) 1,182,412 shares $8.4375 $9,976,601.25 $2,634
============================================================================================================================
</TABLE>
(1) The number of shares of common stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of a share of the Company's
common stock on the New York Stock Exchange on December 2, 1999 pursuant to
Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended.
(3) Includes associated rights to purchase shares of the Registrant's Series A
Junior Participating Preferred Stock. The Rights are currently not separable
from the shares of Common Stock and are not currently exercisable.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely to register
additional securities. In accordance with General Instruction E of Form S-8,
Friede Goldman Halter, Inc., a Mississippi corporation formerly known as Friede
Goldman International Inc. (the "Company"), hereby incorporates by reference the
contents of the Company's registration statement on Form S-8 (No. 333-57247)
originally filed with the Securities and Exchange Commission (the "Commission")
on June 19, 1998 relating to the Friede Goldman Halter, Inc. Amended and
Restated 1997 Equity Incentive Plan (then known as the Friede Goldman
International Inc. Amended and Restated 1997 Equity Incentive Plan).
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
*5.1 Opinion of Watkins & Eager PLLC.
*23.1 Consent of Watkins & Eager PLLC (included in the opinion filed
as Exhibit 5.1 to this registration statement).
*23.2 Consent of Arthur Andersen LLP.
*23.3 Consent of Ernst & Young LLP.
*23.4 Consent of Grant Thornton (formerly Doane Raymond).
*24.1 Power of Attorney (set forth on the signature page contained
in Part II of this Registration Statement).
*99.1 Friede Goldman Halter, Inc. Amended and Restated 1997 Equity
Incentive Plan.
*99.2 Amendment No. 1 to Friede Goldman Halter, Inc. Amended and
Restated 1997 Equity Incentive Plan.
___________________
* Filed herewith.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Gulfport, State of Mississippi, on the 3/rd/ day of
December 1999.
FRIEDE GOLDMAN HALTER, INC.
By: /s/ RICK S. REES
--------------------------------
Rick S. Rees
Executive Vice President
and Chief Financial Officer
-3-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Friede Goldman Halter, Inc. (the "Company") hereby constitutes and
appoints Rick S. Rees and Maureen O. Sullivan, and each of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such 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 order to effectuate the same, as fully to
all intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done.
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 this 3rd day of December 1999.
SIGNATURE TITLE
--------- -----
/s/ J. L. HOLLOWAY
- -------------------------- Chairman of the Board and Chief Executive Officer
J. L. Holloway (Principal executive officer)
- -------------------------- Vice Chairman of the Board, President,
John Dane, III Chief Operating Officer and Director
/s/ RICK S. REES
- -------------------------- Executive Vice President and Chief Financial Officer
Rick S. Rees (Principal financial and accounting officer)
/s/ ALAN A. BAKER
- -------------------------- Director
Alan A. Baker
/s/ T. JAY COLLINS
- -------------------------- Director
T. Jay Collins
/s/ ANGUS R. COOPER, II
- -------------------------- Director
Angus R. Cooper, II
/s/ BARRY J. GALT
- -------------------------- Director
Barry J. Galt
/s/ JEROME L. GOLDMAN
- -------------------------- Director
Jerome L. Goldman
/s/ BURT H. KEENAN
- -------------------------- Director
Burt H. Keenan
/s/ GARY L. KOTT
- -------------------------- Director
Gary L. Kott
-4-
<PAGE>
/s/ KENNETH W. LEWIS
- -------------------------- Director
Kenneth W. Lewis
/s/ RAYMOND E. MABUS
- -------------------------- Director
Raymond E. Mabus
-5-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
*5.1 Opinion of Watkins & Eager PLLC.
*23.1 Consent of Watkins & Eager PLLC (included in the opinion
filed as Exhibit 5.1 to this registration statement).
*23.2 Consent of Arthur Andersen LLP.
*23.3 Consent of Ernst & Young LLP.
*23.4 Consent of Grant Thornton (formerly Doane Raymond).
*24.1 Power of Attorney (set forth on the signature page contained
in Part II of this Registration Statement).
*99.1 Friede Goldman Halter, Inc. Amended and Restated 1997 Equity
Incentive Plan.
*99.2 Amendment No. 1 to Friede Goldman Halter, Inc. Amended and
Restated 1997 Equity Incentive Plan.
____________________________
* Filed herewith.
-6-
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF WATKINS & EAGER PLLC]
December 3, 1999
Board of Directors
Friede Goldman Halter, Inc.
13085 Industrial Seaway Road
Gulfport, Mississippi 39503
Ladies and Gentlemen:
We have acted as Mississippi counsel to Friede Goldman Halter, Inc., a
Mississippi corporation formerly known as Friede Goldman International Inc. (the
"Company"), in connection with the Company's Form S-8 relating to the
registration under the Securities Act of 1933, as amended, of the issuance of up
to an additional 1,182,412 shares (the "Shares") of common stock, par value
$0.01 per share (the "Common Stock"), of the Company, pursuant to the Friede
Goldman Halter, Inc. Amended and Restated 1997 Equity Incentive Plan (the
"Plan").
As the basis for the opinions hereinafter expressed, we have examined
such corporate records and documents, certificates of corporate and public
officials and such other instruments as we have deemed necessary for the
purposes of the opinions contained herein. As to all matters of fact material
to such opinions, we have relied upon the representations of officers of the
Company. We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and the conformity with the original
documents of all documents submitted to us as copies.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that the Shares, when issued in accordance with the
terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
WATKINS & EAGER, PLLC
/s/ M. BINFORD WILLIAMS, JR.
-------------------------------------
M. Binford Williams, Jr.
Member
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 9, 1999, included in Friede Goldman Halter, Inc.'s (formerly Friede
Goldman International Inc.) Form 10-K for the year ended December 31, 1998, and
to all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
December 2, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Friede Goldman Halter, Inc. pertaining to the Friede Goldman Halter,
Inc. Amended and Restated 1997 Equity Incentive Plan of our report dated
May 12, 1999 (except for Note 17, as to which the date is June 1, 1999), with
respect to the consolidated financial statements of Halter Marine Group, Inc.
included in its Annual Report (Form 10-K) for the fiscal year ended March 31,
1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Enrst & Young LLP
New Orleans, Louisiana
December 2, 1999
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Form S-8 Registration
Statement of our report on the financial statements of Newfoundland Ocean
Enterprises Limited dated May 12, 1997, which appears in Exhibit 99.3 of the
Report on Form 8-K/A dated as of March 17, 1998.
/s/ Grant Thornton
Chartered Accountants
St. John's Newfoundland, Canada
November 30, 1999
<PAGE>
EXHIBIT 99.1
FRIEDE & GOLDMAN INTERNATIONAL INC.
AMENDED AND RESTATED 1997 EQUITY INCENTIVE PLAN
Friede & Goldman International Inc., a Delaware corporation (the
"Company"), hereby establishes this Friede Goldman International Inc. Amended
and Restated 1997 Equity Incentive Plan (the "Plan").
1. Purpose. The purpose of the Plan is to promote the interests of the
Company by encouraging employees of, and consultants to, the Company and its
Subsidiaries and the directors of the Company who are not also employees of
the Company or a Subsidiary, to acquire or increase their equity interests in
the Company and to provide a means whereby such persons may develop a sense of
proprietorship and personal involvement in the development and financial
success of the Company, and to encourage them to remain with and devote their
best efforts to the business of the Company, thereby advancing the interests
of the Company and its stockholders. The Plan is also contemplated to enhance
the ability of the Company and its Subsidiaries to attract and retain the
services of individuals who are believed to be essential for the growth and
profitability of the Company.
2. Definitions. As used in this Plan:
(a) "Appreciation Right" means a right granted pursuant to Paragraph 5.
(b) "Award" means an Appreciation Right, an Option Right, a Director
Option, Phantom Shares, a Performance Unit, Bonus Stock, Restricted Stock,
or a Cash Tax Right.
(c) "Board" means the Board of Directors of the Company.
(d) "Bonus Stock" means unrestricted shares of Common Stock granted
pursuant to Paragraph 9.
(e) "Cash Tax Right" means a right granted pursuant to Paragraph 10.
(f) "Change in Control" shall be deemed to have occurred upon:
(i) the date of the acquisition by any "person" (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
("Exchange Act") and excluding any transfer to any family members or
entities controlled by family members of J. L. Holloway), excluding the
Company or any of its Subsidiaries or affiliates, of beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
50% or more of either the then outstanding shares of common stock of
the Company, or the then outstanding voting securities entitled to vote
generally in the election of directors; or
(ii) the date the individuals who constitute the Board as of the
effective date of this Plan (the "Incumbent Board"), cease for any
reason to constitute at least a majority of the members of the Board,
provided that any person becoming a director subsequent to the
effective date of this Plan whose election, or nomination for election
by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board (other
than any individual whose nomination for election to Board membership
was not endorsed by the Company's management prior to, or at the time
of, such individual's initial nomination for election) shall be, for
purposes of this Plan, considered as though such person were a member
of the Incumbent Board;
(iii) the date of consummation of a merger, consolidation,
recapitalization, reorganization, sale or disposition of all or a
substantial portion of the Company's assets, or the issuance of shares
of stock of the Company in connection with the acquisition of the stock
or assets of another entity, provided, however, that a Change in
Control shall not occur under this clause (iii) if consummation of the
transaction would result in at least 50% of the total voting power
represented by the voting securities of the Company (or, if not the
Company, the entity that succeeds to all or substantially all of the
Company's business) outstanding immediately after such transaction
being beneficially owned (within
1
<PAGE>
the meaning of Rule 13d-3 promulgated pursuant to the Exchange Act) by
at least 50% of the holders of outstanding voting securities of the
Company immediately prior to the transaction, with the voting power of
each such continuing holder relative to other such continuing holders
not substantially altered in the transaction; or
(iv) the date the Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange Act
disclosing in response to Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) that a change in control of
the Company has or may have occurred or will or may occur in the future
pursuant to any then-existing contract or transaction.
(g) "Code" means the Internal Revenue Code of 1986, as in effect from
time to time.
(h) "Committee" means the Compensation Committee of the Board.
(i) "Common Stock" means the Common Stock, $0.01 par value, of the
Company or any security into which such Common Stock may be changed by
reason of any transaction or event of the type described in Paragraph 14.
(j) "Date of Grant" means (i) with respect to an Award, other than a
Director Option, the date specified by the Committee on which such Award
will become effective (which date will not be earlier than the date on
which the Committee takes action with respect thereto) and (ii) with
respect to a Director Option, the automatic date of grant as provided in
Paragraph 11.
(k) "Director" means a member of the Board.
(l) "Director Option" means the right to purchase a share of Common
Stock upon exercise of an option granted pursuant to Paragraph 11.
(m) "Dividend Equivalent" means, with respect to an Option or Phantom
Share, an amount equal to the amount of any dividends that are declared and
become payable after the Date of Grant for such Award and on or before the
date such Award is exercised, paid or forfeited, as the case may be.
(n) "Grant Price" means the price per share of Common Stock at which an
Appreciation Right not granted in tandem with an Option Right is granted.
(o) "Management Objectives" means the objectives, if any, established by
the Committee that are to be achieved with respect to an Award granted
under this Plan, which may be described in terms of Company-wide
objectives, in terms of objectives that are related to performance of a
division, Subsidiary, department or function within the Company or a
Subsidiary in which the Participant receiving the Award is employed or in
individual or other terms, and which will relate to the period of time
("Performance Cycle") determined by the Committee. The Management
Objectives intended to qualify under Section 162(m) of the Code shall be
with respect to one or more of the following (i) net earnings; (ii)
operating income; (iii) earnings before interest and taxes ("EBIT"); (iv)
operating income plus depreciation, amortization and non-cash compensation
expenses related to the issuance of stock and stock options to employees
("EBITDA"); (v) earnings before taxes and unusual or nonrecurring items;
(vi) revenue; (vii) return on investment; (viii) return on equity; (ix)
return on total capital; (x) return on assets; (xi) total stockholder
return; (xii) return on capital employed in the business; (xiii) stock
price performance; (xiv) earnings per share growth; and (xv) cash flows.
Determinations of which objectives to use with respect to an Award, the
weighting of the objectives if more than one is used, and whether the
objective is to be measured against a Company-established budget or target,
an index or a peer group of companies, shall be made by the Committee in
its discretion at the time of grant of the Award. A Management Objective
need not be based on an increase or a positive result and may include, for
example, maintaining the status quo or limiting economic losses. The
Committee, in its sole discretion and without the consent of the
Participant, may amend any stock-based Award that is intended to qualify
under section 162(m) of the Code to reflect (1) a change in corporate
capitalization, such as a stock split or dividend, (2) a corporate
transaction, such as a corporate merger, a corporate consolidation, any
corporate separation (including a
2
<PAGE>
spinoff or other distribution of stock or property by a corporation), any
corporate reorganization (whether or not such reorganization comes within
the definition of such term in section 368 of the Code), (3) any partial or
complete corporate liquidation, or (4) a change in accounting rules
required by the Financial Accounting Standard Board. With respect to any
Award that is subject to section 162 (m) of the Code, the Committee must
first certify that the Management Objectives have been achieved before the
Award may be paid. The Management Objectives of any other Award may be
amended by the Committee, in its sole discretion and without the consent of
the Participant, to reflect any significant event that the Committee
believes to be appropriate to reflect the original intent of the Award.
(p) "Market Value per Share" means, at any date after the Common Stock
is readily tradeable on a national securities market, the closing sale
price per share of the Common Stock on that date (or, if there are no sales
on that date, the last preceding date on which there was a sale) in the
principal market in which the Common Stock is traded. Prior to such date,
Market Value per Share shall be determined by the Committee, in its good
faith opinion.
(q) "Option Price" means the purchase price per share payable on
exercise of an Option Right or Director Option.
(r) "Option Right" means the right to purchase a share of Common Stock
upon exercise of an option granted pursuant to Paragraph 4.
(s) "Participant" means an employee of, or consultant to, the Company or
any of its Subsidiaries who is selected by the Committee to receive an
Award under any of Paragraphs 4 through 10 and shall also include a
Director who has received an automatic grant of Director Options pursuant
to Paragraph 11.
(t) "Performance Unit" means a unit equivalent to $100 (or such other
value as the Committee determines) awarded pursuant to Paragraph 8.
(u) "Phantom Shares" means notional shares of Common Stock awarded
pursuant to Paragraph 7.
(v) "Restricted Stock" means shares of Common Stock granted or sold
pursuant to Paragraph 6 as to which neither the ownership restrictions nor
the restriction on transfers referred to therein has expired.
(w) "Spread" means the amount determined by multiplying (i) the excess
of the Market Value per Share on the date when an Appreciation Right is
exercised over the Option Price provided for in the related Option Right
or, if there is no tandem Option Right, the Grant Price provided for in the
Appreciation Right by (ii) the number of shares of Common Stock in respect
of which the Appreciation Right is exercised.
(x) "Subsidiary" means, at any time, any corporation in which at the
time the Company then owns or controls, directly or indirectly, not less
than 50% of the total combined voting power represented by all classes of
stock issued by such corporation.
3. Shares Available Under Plan and Eligibility. (a) The total number of
shares of Common Stock reserved and available for issuance under the Plan shall
be the greater of 1,150,000 shares or 10% of the total number of shares of
Common Stock outstanding (on a fully diluted basis, assuming, if applicable,
the conversion of all warrants and convertible securities into Common Stock),
as such number of outstanding shares changes from time to time. Notwithstanding
the foregoing, the number of shares of Common Stock that may be delivered upon
exercise of an incentive stock option shall not exceed 1,150,000 shares of
Common Stock under the Plan, subject to adjustment in accordance with Paragraph
14. Such shares may be shares of original issuance or treasury shares or a
combination of the foregoing. Upon exercise of any Appreciation Rights or the
payment of any Phantom Shares, there will be deemed to have been delivered
under this Plan for purposes of this Paragraph 3 the number of shares of Common
Stock covered by the Appreciation Rights or equal to the Phantom Shares, as
applicable, regardless of whether such Appreciation Rights or Phantom Shares
were paid in cash or shares of Common Stock. Subject to the provisions of the
preceding sentence, any shares of Common Stock which are subject to Option
Rights, Appreciation Rights, or Phantom Shares awarded or sold as Restricted
Stock that are terminated unexercised, forfeited or surrendered or which expire
for any reason will again be available for issuance under this Plan.
3
<PAGE>
(b) Directors, employees of the Company and its Subsidiaries, and persons
who provide consulting or other services to the Company or a Subsidiary, are
eligible to be granted Awards under the Plan. In addition, a person who has
been offered employment by the Company or a Subsidiary is eligible to be
granted an Award (other than an incentive stock option) under the Plan,
provided that such Award shall be canceled if such person fails to commence
such employment, and no payment of value may be made in connection with such
Award until such person has commenced such employment.
4. Option Rights. The Committee may from time to time authorize grants to
any employee or consultant (other than a Director) of options to purchase
shares of Common Stock upon such terms and conditions as it may determine in
accordance with the following provisions:
(a) Each grant will specify the number of shares of Common Stock to
which it pertains and whether Dividend Equivalents are awarded with respect
to the option and, if awarded, the payment or crediting of such Dividend
Equivalents.
(b) Each grant will specify its Option Price, which Option Price may not
be less than 100% of the Market Value per Share on the Date of Grant except
for any grants made prior to the date of the closing of the initial public
offering of the Company's Common Stock, which grants may have an Option
Price less than the Market Price per Share on the Date of Grant.
(c) Each grant will specify that the Option Price will be payable (i) in
cash or by check payable and acceptable to the Company or (ii) subject to
the approval of the Committee, which may be evidenced at the Date of Grant
in the grant agreement, (a) by tendering to the Company shares of Common
Stock owned by the optionee (if such shares were acquired pursuant to the
exercise of a Company stock option, such shares must have been held by the
Optionee for at least six months) having an aggregate Market Value Per
Share as of the date of exercise and tender that is not greater than the
full option exercise price for the shares with respect to which the Option
is being exercised and by paying any remaining amount of the option
exercise price as provided in (i) above (provided that the Committee may,
upon confirming that the optionee owns the number of shares being tendered,
authorize the issuance of a new certificate for the number of shares being
acquired pursuant to the exercise of the option less the number of shares
being tendered upon the exercise and return to the optionee (or not require
surrender of) the certificate for the shares being tendered upon the
exercise) or (b) by the optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker
to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option exercise price and any required tax
withholding amounts; provided that in the event the optionee chooses to pay
the option exercise price as provided in (ii)(b) above, the optionee and
the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Committee shall prescribe as a
condition of such payment procedure, or (iii) by a combination of such
payment methods. Payment instruments will be received subject to
collection.
(d) Successive grants may be made to the same Participant whether or not
any Option Rights previously granted to such Participant remain
unexercised.
(e) Each grant will specify the required period or periods of continuous
service by the Participant with the Company and the Affiliates and/or the
Management Objectives (if any) to be achieved before the Option Rights or
installments thereof will become exercisable, and any grant may provide for
the earlier exercise of the Option Rights in the event of a Change in
Control or other corporate transaction or event or upon termination of the
Participant's employment due to death, disability, retirement or otherwise,
including an involuntary termination other than for cause.
(f) Each grant the exercise of which, or the timing of the exercise of
which, is dependent, in whole or in part, on the achievement of Management
Objectives may specify a minimum level of achievement in respect of the
specified Management Objectives below which no Options Rights will be
exercisable and may set forth a formula or other method for determining the
number of Option Rights that will be exercisable if performance is at or
above such minimum but short of full achievement of the Management
Objectives.
4
<PAGE>
(g) Option Rights granted under this Plan may be (i) options which are
intended to qualify as incentive stock options under Section 422 of the
Code, provided, however, such options may only be granted to employees of
the Company, its parent corporation and subsidiaries of the Company, (ii)
options which are not intended to so qualify or (iii) combinations of the
foregoing.
(h) Option Rights granted to a Participant who is an officer of the
Company or a Subsidiary may, in the discretion of the Committee, provide
for an automatic "reload" grant upon the exercise of the Option Right, with
such terms and conditions on any such reload grant as the Committee may
choose, provided, however, the Option Price may not be less than 100% of
the Market Value per Share on the Date of Grant of the reload option and
its term may not exceed the remaining term for the exercised option.
(i) Each grant may, in the discretion of the Committee, provide that the
Common Stock acquired upon exercise of the Option Right shall remain
subject to a "substantial risk of forfeiture", within the meaning of
Section 83 of the Code and the regulations thereunder, with such
restrictions as the Committee may determine.
(j) Each grant shall specify the period during which the Option Right
may be exercised, but no Option Right will be exercisable more than ten
years from the Date of Grant.
(k) Each grant of Option Rights will be evidenced by an agreement
executed on behalf of the Company by any officer and delivered to the
Participant and containing such terms and provisions, consistent with this
Plan, as the Committee may approve.
(l) Notwithstanding the foregoing, Option Rights may be granted from
time to time in substitution for stock options held by employees of other
corporations who become Employees as the result of a merger or
consolidation of the employing corporation with the Company or any
Subsidiary, or the acquisition by the Company or any Subsidiary of the
assets of the employing corporation, or the acquisition by the Company or
any Subsidiary of stock of the employing corporation as the result of which
it becomes a Subsidiary. The terms and conditions of substitute Option
Rights granted may vary from the terms and conditions set forth above, to
the extent the Committee, at the time of grant, deems it appropriate to
conform, in whole or in part, to the provisions of the stock options in
substitution for which they are granted.
No person may receive Option Rights with respect to more than 250,000
shares during any calendar year.
5. Appreciation Rights. The Committee may from time to time authorize
grants to any employee or consultant (other than a Director) of Appreciation
Rights upon such terms and conditions as it may determine in accordance with
this Paragraph. Appreciation Rights may be granted in tandem with Option
Rights or separate and apart from a grant of Option Rights. An Appreciation
Right will be a right of the Participant granted such Award to receive from
the Company, upon exercise, an amount which will be determined by the
Committee at the Date of Grant and will be expressed as a percentage of the
Spread (not exceeding 100%) at the time of exercise. An Appreciation Right
granted in tandem with an Option Right may be exercised only by surrender of
the related Option Right. Each grant of an Appreciation Right may utilize any
or all of the authorizations, and will be subject to all of the limitations,
contained in the following provisions:
(a) Each grant will state whether it is made in tandem with Option
Rights and, if not made in tandem with any Option Rights, will specify the
number of shares of Common Stock in respect of which it is made.
(b) Each grant made in tandem with Option Rights will specify the Option
Price and each grant not made in tandem with Option Rights will specify the
Grant Price, which in either case will not be less than 100% of the Market
Value per Share on the Date of Grant.
(c) Any grant may specify that the amount payable on exercise of an
Appreciation Right may be paid by the Company in (i) cash or Company check,
(ii) shares of Common Stock having an aggregate Market Value per Share
equal to the Spread or (iii) any combination thereof, as determined by the
Committee in its sole discretion.
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(d) Any grant may specify that the amount payable on exercise of an
Appreciation Right may not exceed a maximum specified by the Committee at
the Date of Grant (valuing shares of Common Stock for this purpose at their
Market Value per Share at the date of exercise).
(e) Each grant will specify the required period or periods of continuous
service by the Participant with the Company and its Subsidiaries and/or
Management Objectives to be achieved before the Appreciation Rights or
installments thereof will become exercisable. Any grant may provide for the
earlier exercise of the Appreciation Rights in the event of a Change in
Control or other corporate transaction or event or upon the Participant's
termination due to death, disability or retirement, including an
involuntary termination other than for cause.
(f) Each grant the exercise of which, or the timing of the exercise of
which, is dependent, in whole or in part, on the achievement of Management
Objectives may specify a minimum level of achievement in respect of the
specified Management Objectives below which no Appreciation Rights will be
exercisable and may set forth a formula or other method for determining the
number of Appreciation Rights that will be exercisable if performance is at
or above such minimum but short of full achievement of the Management
Objectives.
(g) Each grant of an Appreciation Right will be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to
and accepted by the Participant receiving the grant, which agreement will
describe such Appreciation Right, identify any Option Right granted in
tandem with such Appreciation Right, state that such Appreciation Right is
subject to all the terms and conditions of this Plan and contain such other
terms and provisions, consistent with this Plan, as the Committee may
approve.
No person may receive Appreciation Rights with respect to more than 250,000
shares during any calendar year.
6. Restricted Stock. The Committee may from time to time authorize grants or
sales to any employee or consultant (other than a Director) of Restricted Stock
upon such terms and conditions as it may determine in accordance with the
following provisions:
(a) Each grant or sale will constitute an immediate transfer of the
ownership of shares of Common Stock to the Participant in consideration of
the performance of services, entitling such Participant to voting and other
ownership rights, but subject to the restrictions hereinafter referred to.
Each grant or sale may limit the Participant's dividend rights during the
period in which the shares of Restricted Stock are subject to any such
restrictions.
(b) Each grant or sale will specify the Management Objectives, if any,
that are to be achieved in order for the ownership restrictions to lapse.
Each grant or sale that is subject to the achievement of Management
Objectives will specify a minimum acceptable level of achievement in
respect of the specified Management Objectives below which the shares of
Restricted Stock will be forfeited and may set forth a formula or other
method for determining the number of shares of Restricted Stock with
respect to which restrictions will lapse if performance is at or above such
minimum but short of full achievement of the Management Objectives.
(c) Each such grant or sale may be made without additional consideration
or in consideration of a payment by such Participant that is less than the
Market Value per Share at the Date of Grant.
(d) Each such grant or sale will provide that the shares of Restricted
Stock covered by such grant or sale will be subject, for a period to be
determined by the Committee at the Date of Grant, to one or more
restrictions, including, without limitation, a restriction that constitutes
a "substantial risk of forfeiture" within the meaning of Section 83 of the
Code and the regulations thereunder, and any grant or sale may provide for
the earlier termination of such period in the event of a Change in Control
or other corporate transaction or event or upon termination of the
Participant's employment due to death, disability, retirement or otherwise,
including an involuntary termination other than for cause.
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(e) Each such grant or sale will provide that during the period for
which such restriction or restrictions are to continue, the transferability
of the Restricted Stock will be prohibited or restricted in a manner and to
the extent prescribed by the Committee at the Date of Grant (which
restrictions may include, without limitation, rights of repurchase or first
refusal in the Company or provisions subjecting the Restricted Stock to
continuing restrictions in the hands of any transferee).
(f) Each grant or sale of Restricted Stock will be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to
and accepted by the Participant and containing such terms and provisions,
consistent with this Plan, as the Committee may approve.
(g) Unless otherwise approved by the Committee, certificates
representing shares of Common Stock transferred pursuant to a grant of
Restricted Stock will be held in escrow pursuant to an agreement
satisfactory to the Committee until such time as the restrictions on
transfer have expired or the shares have been forfeited.
No person may receive more than 250,000 shares of Restricted Stock during
any calendar year.
7. Phantom Shares. The Committee may from time to time authorize grants to
any employee or consultant (other than a Director) of Phantom Shares upon such
terms and conditions as it may determine in accordance with the following
provisions:
(a) Each grant will specify the number of Phantom Shares to which it
pertains and the payment or crediting of any Dividend Equivalents with
respect to such Phantom Shares.
(b) Each grant will specify the Management Objectives, if any, that are
to be achieved in order for the Phantom Shares to be earned. Each grant
that is subject to the achievement of Management Objectives will specify a
minimum acceptable level of achievement in respect of the specified
Management Objectives below which the Phantom Shares will be forfeited and
may set forth a formula or other method for determining the number of
Phantom Shares to be earned if performance is at or above such minimum but
short of full achievement of the Management Objectives.
(c) Each grant will specify the time and manner of payment of Phantom
Shares which have been earned, which payment may be made in (i) cash, (ii)
shares of Common Stock or (iii) any combination thereof, as determined by
the Committee in its sole discretion.
(d) Each grant of Phantom Shares will be evidenced by an agreement
executed on behalf of the Company by any officer and delivered to and
accepted by the Participant and containing such terms and provisions,
consistent with this Plan, as the Committee may approve, including
provisions relating to a Change in Control or other corporate transaction
or event or upon the Participant's termination due to death, disability or
retirement.
No person may receive more than 250,000 Phantom Shares during any calendar
year.
8. Performance Units. The Committee may from time to time authorize grants
to any employee or consultant (other than a Director) of Performance Units upon
such terms and conditions as it may determine in accordance with the following
provisions:
(a) Each grant will specify the number of Performance Units to which it
pertains.
(b) Each grant will specify the Management Objectives that are to be
achieved in order for the Performance Units to be earned. Each grant will
specify a minimum acceptable level of achievement in respect of the
specified Management Objectives below which no payment will be made and may
set forth a formula or other method for determining the amount of payment
to be made if performance is at or above such minimum but short of full
achievement of the Management Objectives.
(c) Each grant will specify the time and manner of payment of
Performance Units which have become payable, which payment may be made in
(i) cash, (ii) shares of Common Stock having an
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aggregate Market Value per Share equal to the aggregate value of the
Performance Units which have become payable or (iii) any combination
thereof, as determined by the Committee in its sole discretion at the time
of payment.
(d) Each grant of a Performance Unit will be evidenced by an agreement
executed on behalf of the Company by any officer and delivered to and
accepted by the Participant and containing such terms and provisions,
consistent with this Plan, as the Committee may approve, including
provisions relating to a Change in Control or other corporate transaction
or event or upon the Participant's termination of employment due to death,
disability, retirement or otherwise, including an involuntary termination
other than for cause.
No person may receive Performance Units with a value greater than
$1,000,000 during any calendar year.
9. Bonus Stock. The Committee may from time to time authorize grants to any
employee or consultant (other than a Director) of Bonus Stock, which shall
constitute a transfer of shares of Common Stock, without other payment
therefor, as additional compensation for the Participant's services to the
Company or its Subsidiaries.
10. Cash Tax Rights. (a) The Committee may from time to time authorize
grants to any Participant (other than a Director) of Cash Tax Rights upon such
terms and conditions as it may determine in accordance with this Paragraph.
Cash Tax Rights may be granted in tandem with any Award that is payable in
shares of Common Stock. A Cash Tax Right will entitle the Participant granted
such Award to receive from the Company, upon receipt of shares of Common Stock
pursuant to the tandem Award, an amount of cash, which will be determined by
the Committee at the Date of Grant and will be expressed as a percentage of
the Market Value per Share (not exceeding 100%) of each share of Common Stock
received upon payment of the tandem Award.
(b) Each grant of a Cash Tax Right will (i) identify the Award it is made
in tandem with and will specify the percentage of the Market Value per Share
that shall be payable in cash and (ii) be evidenced by an agreement extended
on behalf of the Company by any officer and delivered to and accepted, by the
Participant and containing such terms and provisions, consistent with this
Plan, as the Committee may approve, including provisions relating to a Change
in Control or other corporate transaction or event or upon the Participant's
termination of employment due to death, disability, retirement or otherwise,
including an involuntary termination other than for cause.
11. Director Options. (a) Each person who is a Director on the effective
date of the Plan, and each person who becomes a Director for the first time
after such date, and who is not an employee of the Company or any of its
subsidiaries, shall automatically receive on the effective date of the Plan
or, if such person first becomes a Director after such date, the date of his
or her becoming a Director, whichever is applicable, a Director Option for
1,000 shares of Common Stock.
(b) On the day following the regular Annual Meeting of the Stockholders of
the Company in each year that this Plan is in effect (commencing with the 1998
Annual Meeting of Stockholders), each Director who is in office on that day,
who is not an employee of the Company or any of its subsidiaries on that day
and who was not elected for the first time at such annual meeting, shall
automatically receive a Director Option for 2,000 shares of Common Stock.
(c) Each Director Option will be subject to all of the limitations
contained in the following provisions:
(i) Each Director Option granted pursuant to subparagraph 11(a) shall be
exercisable in full six (6) calendar months following the Date of Grant.
(ii) Each Director Option granted pursuant to subparagraph 11(b) shall
be exercisable, on a cumulative basis, fifty percent (50%) one year
following the Date of Grant and fifty percent (50%) two (2) years following
the Date of Grant.
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(iii) The Option Price of each Director Option shall be the Market Value
per Share on its Date of Grant.
(iv) Each Director Option that is exercisable may be exercised in full
at one time or in part from time to time by giving written notice to the
Company, stating the number of shares of Common Stock with respect to which
the Director Option is being exercised, accompanied by payment in full of
the Option Price for such shares, which payment may be (1) in cash by check
acceptable to the Company, (2) by tendering to the Company shares of Common
Stock owned by the optionee having an aggregate Market Value Per Share as
of the date of exercise and tender that is not greater than the full option
exercise price for the shares with respect to which the Option is being
exercised and by paying any remaining amount of the option exercise price
as provided in (1) above (provided that the Committee may, upon confirming
that the optionee owns the number of shares being tendered, authorize the
issuance of a new certificate for the number of shares being acquired
pursuant to the exercise of the option less the number of shares being
tendered upon the exercise and return to the optionee (or not require
surrender of) the certificate for the shares being tendered upon the
exercise), (3) by the optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker
to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option exercise price and any required tax
withholding amounts; provided that in the event the optionee chooses to pay
the exercise price in this manner, the optionee and the broker shall comply
with such procedures and enter into such agreements of indemnity and other
agreements as the Committee shall prescribe as a condition of such payment
procedure or (4) by a combination of such methods of payment. Payment
instruments will be received subject to collection.
(v) Each Director Option shall expire 10 years from the Date of Grant
thereof, but shall be subject to earlier termination immediately upon the
Director ceasing to serve as a director of the Company.
(vi) In the event that the number of shares of Common Stock available
for grants under this Plan is insufficient to make all automatic grants
provided for in this Paragraph 11 on the applicable date, then all
Directors who are entitled to a grant on such date shall share ratably in
the number of shares then available for grant under this Plan, and shall
have no right to receive a grant with respect to the deficiencies in the
number of available shares and all future grants under this Paragraph 11
shall terminate.
(d) Notwithstanding the provisions of this Section 11, the Committee may
grant such other Awards to Directors as are permissible under and are issued in
compliance with applicable federal or state laws or the rules of any stock
exchange or automated quotation system on which the Common Stock may then be
listed or quoted.
12. Acceleration upon a Change in Control. Notwithstanding anything
contained herein to the contrary, all conditions and/or restrictions relating
to the continued performance of services and/or the achievement of Management
Objectives with respect to the exercisability or full entitlement to an Award
shall immediately lapse upon a Change in Control, provided that this Paragraph
12 shall not be applicable with respect to a Participant if it is intended that
the transaction constituting such Change in Control be accounted for as a
pooling of interests under Accounting Principles Board Opinion No. 16 (or any
successor thereto), and operation of this Paragraph 12 with respect to this
Participant would otherwise preclude such accounting treatment.
13. Transferability. (a) Except as provided below, no Award will be
transferable by a Participant other than by will or the laws of descent and
distribution and Director Options, Option Rights or Appreciation Rights will be
exercisable during the Participant's lifetime only by the Participant or by the
Participant's guardian or legal representative.
(b) The Committee may, in its discretion, adopt rules or guidelines under
which any Award previously granted or to be granted to a Participant (other
than an incentive stock option) may be transferred (in whole or in part) by the
Participant to (i) the spouse, children or grandchildren of the Participant
("Immediate Family
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Members"), (ii) a trust or trusts for the exclusive benefit of the Immediate
Family Members and, if applicable, the Participant or (iii) a partnership in
which such Immediate Family Members and, if applicable, the Participant are the
only partners. Following transfer, any such Awards shall continue to be subject
to the same terms and conditions as were applicable to the Award immediately
prior to transfer; provided, however, that no transferred Award shall be
exercisable or payable, as the case may be, unless arrangements satisfactory to
the Company have been made to satisfy any tax withholding obligations the
Company may have with respect to the Award.
14. Adjustments. The Board may make or provide for such adjustments in the
maximum number of shares specified in Paragraph 3, in the numbers of shares of
Common Stock covered by outstanding Director Options, Option Rights,
Appreciation Rights and Phantom Shares granted hereunder, in the Option Price
or Grant Price applicable to any such Director Options, Option Rights and
Appreciation Rights, and/or in the kind of shares covered thereby (including
shares of another issuer), as the Board, in its sole discretion exercised in
good faith, may determine is equitably required to prevent dilution or
enlargement of the rights of Participants that otherwise would result from any
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Company, merger, consolidation,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase securities or any other corporation transaction or event having an
effect similar to any of the foregoing.
15. Fractional Shares. The Company will not be required to issue any
fractional share of Common Stock pursuant to this Plan. The Committee may
provide for the elimination of fractions for the settlement of fractions in
cash.
16. Taxes. (a) To the extent that the Company is required to withhold any
taxes in connection with any grant or payment made to a Participant or any
other person under this Plan and the amounts available to the Company for such
withholding are insufficient, it will be a condition to the receipt of such
grant or payment that the Participant or such other person make arrangements
satisfactory to the Company for the payment of the balance of the such taxes
required, which arrangements in the discretion the Committee may include
relinquishment of a portion of such Award or payment.
(b) To the extent that the acceleration of vesting or any payment,
distribution or issuance made to a Participant under the Plan (a "Benefit") is
subject to a golden parachute excise tax under Section 4999(a) of the Code (a
"Parachute Tax"), the Company shall pay such Participant an amount of cash (the
"Gross-up Amount") such that the "net" Benefit received by the Participant
under this Plan, after paying all applicable Parachute Taxes (including those
on the Gross-up Amount) and any income taxes on the Gross-up Amount, shall be
equal to the Benefit that such Participant would have received if such
Parachute Tax had not been applicable.
17. Award Forfeiture/Repayment Provisions. Notwithstanding anything in this
Plan to the contrary the Committee, in its sole discretion, may provide with
respect to any Award that such Award shall be immediately forfeited unpaid if
the Participant takes any action contrary to the interests of the Company as
the same may be specified in the Award agreement, which may include, without
limitation, limitations on non-competition, non-disclosure, non-disparagement
and non-solicitation (a "Restriction"). Further, to the extent any Award
containing such a prohibition has been exercised or paid within the one-year
period prior to the date of such violation of a Restriction, the Participant
must repay to the Company in cash an amount equal to the value of the Award at
the time of its prior exercise or payment, as the case may be. The exercise or
payment of such an Award shall be conditioned on the Participant's written
acknowledgment and acceptance of the repayment obligation.
18. Administration of the Plan. (a) This Plan will be administered by the
Committee. A majority of the Committee will constitute a quorum, and the action
of the members the Committee present at any meeting at which a quorum is
present, or acts unanimously approved writing, will be the acts of the
Committee.
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(b) The interpretation and construction by the Committee of any provision of
this Plan or of any agreement, notification or document evidencing the grant of
an Award and any determination by the Committee pursuant to any provision of
this Plan or of any such agreement, notification or documentation will be final
and conclusive. No member of the Committee will be liable for any such action
or determination made in good faith or in the absence of gross negligence or
willful misconduct on the part of such member.
(c) Notwithstanding anything in the Plan or any Award Agreement to the
contrary, with respect to an Award granted to a "covered employee" that is
intended to qualify as "performance-based compensation" for purposes of section
162(m) of the Code, the Committee shall not take any action with respect to the
terms of such Award after its Date of Grant which would cause such Award not to
be deductible under section 162(m).
19. Amendments, Etc. (a)The Board may amend, alter, suspend, discontinue, or
terminate the Plan or the Committee's authority to grant Awards under the Plan
without the consent of stockholders or Participants, except that any such
action shall be subject to the approval of the Company's stockholders at or
before the next annual meeting of stockholders for which the record date is
after such Board action if such stockholder approval is required by any federal
or state law or regulation or the rules of any stock exchange or automated
quotation system on which the Common Stock may then be listed or quoted, and
the Board may otherwise, in its discretion, determine to submit other such
changes to the Plan to stockholders for approval; provided, however, that
without the consent of an affected Participant, no such action may materially
impair the rights of such Participant under any Award theretofore granted to
him. The Committee may waive any conditions or rights under, or amend, alter,
suspend, discontinue, or terminate, any Award theretofore granted and any Award
agreement relating thereto; provided, however, that without the consent of an
affected Participant, no such action may materially impair the rights of such
Participant under such Award.
(b) This Plan will not confer upon any Participant any right with respect to
continuance of employment or other service with the Company or any Subsidiary,
nor will it interfere in any way with any right the Company or any Subsidiary
would otherwise have to terminate such Participant's employment or other
service at any time.
20. Term. This Plan shall be effective as of the date that an underwriting
agreement relating to the initial public offering of the Company's Common Stock
is entered into among the Company and a group of underwriters. In the event
that this Plan is not approved by the stockholders of the Company within twelve
months before or after the date of its adoption by the Board, any Awards made
under this Plan intended to be an incentive stock option shall be automatically
a nonqualified stock option. Unless sooner terminated, this Plan shall
terminate on December 31, 2006, and no further Awards shall be made, but all
outstanding Awards on such date shall remain effective in accordance with their
terms and the terms of this Plan.
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EXHIBIT 99.2
AMENDMENT NO. 1
TO AMENDED AND RESTATED FRIEDE GOLDMAN 1997 EQUITY INCENTIVE PLAN
Friede & Goldman International Inc., a Mississippi corporation (the
"Company"), hereby amends the Friede Goldman International Inc. Amended and
Restated 1997 Equity Incentive Plan (the "Plan").
1. Paragraph 3(a) of the Plan is hereby amended and restated, in its
entirety, as follows:
(a) The total number of shares of Common Stock reserved and available
for issuance under the Plan shall be the greater of 1,150,000 shares or 15%
of the total number of shares of Common Stock outstanding (on a fully
diluted basis, assuming, if applicable, the conversion of all warrants and
convertible securities into Common Stock), as such number of outstanding
shares changes from time to time. Notwithstanding the foregoing, the number
of shares of Common Stock that may be delivered upon exercise of an
incentive stock option shall not exceed 1,150,000 shares of Common Stock
under the Plan, subject to adjustment in accordance with Paragraph 14. Such
shares may be shares of original issuance or treasury shares or a
combination of the foregoing. Upon exercise of any Appreciation Rights or
the payment of any Phantom Shares, there will be deemed to have been
delivered under this Plan for purposes of this Paragraph 3 the number of
shares of Common Stock covered by the Appreciation Rights or equal to the
Phantom Shares, as applicable, regardless of whether such Appreciation
Rights or Phantom Shares were paid in cash or shares of Common Stock.
Subject to the provisions of the preceding sentence, any shares of Common
Stock which are subject to Option Rights, Appreciation Rights, or Phantom
Shares awarded or sold as Restricted Stock that are terminated unexercised,
forfeited or surrendered or which expire for any reason will again be
available for issuance under this Plan.
2. Paragraph 4(l) of the Plan is hereby amended and restated to read, in its
entirety, as follows:
(l) Notwithstanding the foregoing, Option Rights may be granted from
time to time in substitution for stock options held by employees of other
corporations who become Employees as the result of a merger or
consolidation of the employing corporation with the Company or any
Subsidiary, or the acquisition by the Company or any Subsidiary of the
assets of the employing corporation, or the acquisition by the Company or
any Subsidiary of stock of the employing corporation as the result of which
it becomes a Subsidiary. The terms and conditions of substitute Option
Rights granted may vary from the terms and conditions set forth above, to
the extent the Committee, at the time of grant, deems it appropriate to
conform, in whole or in part, to the provisions of the stock options in
substitution for which they are granted.
No person may receive Option Rights with respect to more than 250,000
shares during any calendar year, except in the case of J. L. Holloway and
John Dane III, who may receive 1,000,000 shares, respectively, and John F.
Alford and Rick S. Rees, who may receive 500,000 shares, respectively, in
the year of the closing of the merger of Halter Marine Group, Inc. with and
into the Company.
3. Defined terms used but not otherwise defined herein shall have the
meanings set forth in the Plan.
