<PAGE> 1
As filed with the Securities and Exchange Commission on May 8, 1995
Registration No. 33-_____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------
THE WACKENHUT CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-0857245
(State of incorporation) (I.R.S. Employer Identification)
1500 San Remo Avenue
Coral Gables, Florida 33146
(305) 666-5656
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
The Wackenhut Corporation Key Employee Long-Term Incentive Stock Plan
(Full title of plan)
James P. Rowan, Esq.
1500 San Remo Avenue
Coral Gables, Florida 33146
(305) 662-7396
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of all communications to:
Stephen K. Roddenberry, Esq.
Akerman, Senterfitt & Eidson, P.A.
One Brickell Square, 24th Floor
801 Brickell Avenue
Miami, Florida 33131-2948
(305) 374-5600
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Amount to Offering Price Aggregate Registration
Securities to be Registered be Registered(2) Per Share Offering Price(3) Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series B Common Stock, par value
$.10 per share (1) 625,000 (3) $7,102,425.00 $2,450.00
====================================================================================================================
</TABLE>
(1) Includes shares to be issued pursuant to outstanding options,
restricted stock units and/or performance units or share awards
granted under The Wackenhut Corporation Key Employee Long-Term
Incentive Stock Plan (the "Plan").
(2) This Registration Statement also covers any additional shares that may
hereafter become purchasable as a result of the adjustment provisions
of the Plan.
(3) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Act of 1933, as
amended. The Proposed Maximum Aggregate Offering Price is based on
the aggregate of: (a) an exercise price per share of $7.70 for 259,000
shares presently subject to outstanding options, (b) an exercise price
per share of $13.50 for 175,000 shares presently subject to
outstanding options and (c) the average of the high and low prices as
reported on the New York Stock Exchange on May 1, 1995 of $14.37 per
share with respect to up to 191,000 shares to be issued in connection
with stock options, restricted stock units, performance units and
performance shares awarded or to be awarded under the Plan.
Total Number of Sequentially Numbered Pages: 51
Exhibit Index on Sequentially Numbered Page: 11
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is intended to be used to register shares
to be issued and distributed pursuant to The Wackenhut Corporation Key Employee
Long-Term Incentive Stock Plan. Pursuant to the Note to Part I of Form S-8,
the plan information specified by Part I of Form S-8 to be contained in a
Section 10(a) prospectus to be distributed to each recipient under said plan is
not being filed with the Securities and Exchange Commission ("Commission").
Part II contains Information Required in the Registration Statement pursuant to
Part II of Form S-8.
2
<PAGE> 3
PART II(1)
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission
are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 1, 1995 filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) The Registrant's Proxy Statement pertaining to the
Registrant's 1995 Annual Meeting of Shareholders.
(c) The Registrant's Current Report on Form 8-K dated January 30,
1995.
(d) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A, dated
November 19, 1992, as filed by the Registrant with the
Commission pursuant to the Exchange Act, and any amendment or
report filed with the Commission for the purpose of updating
such description.
In addition, all documents filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such document with the Commission. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of the Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
________________________
(1) Information required by Part I of Form S-8 to be
contained in a Section 10(a) prospectus to be distributed to each
Plan recipient is omitted from this Registration Statement in
accordance with Rule 428 promulgated under the Securities Act of
1933, as amended, and Note to Part I of Form S-8.
II-1
<PAGE> 4
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant, a Florida corporation, is empowered by Section
607.0850 of the Florida Business Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party to
any proceeding (other than an action by, or in the right of, the corporation),
by reason of the fact that he is or was a director, officer, employee, or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise against liability incurred in
connection with such proceeding, including any appeal thereof, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 607.0850 also empowers a Florida corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless, and only to the
extent that, the court in which such proceeding was brought, or any other court
of competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.
The indemnification and advancement of expenses provided pursuant to
Section 607.0850 are not exclusive, and a corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees or agents, under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
However, a director, officer, employee or agent is not entitled to
indemnification or advancement of expenses if a judgment or other final
adjudication establish that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute
II-2
<PAGE> 5
(i) a violation of the criminal law, unless the director, officer, employee or
agent had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful; (ii) a transaction from
which the director, officer, employee or agent derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
liability provisions of Section 607.0834 of the Florida Business Corporation
Act, relating to a director's liability for voting in favor of or asserting to
an unlawful distribution, are applicable; or (iv) willful misconduct or a
conscious disregard for the best interests of the corporation in a proceeding
by or in the right of the corporation to procure a judgment in its favor or in
a proceeding by or in the right of a shareholder.
The Registrant's bylaws provide that the Registrant shall indemnify
every person who was or is a party of or was threatened to be made a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact he is or was a director, officer, employee,
or agent, or is or was serving at the request of the Registrant as a director,
officer, employee, agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action, suit or
proceeding, (except in such case involving gross negligence or willful
misconduct) in the performance of their duties to the full extent permitted by
applicable law. Such indemnification may, in the discretion of the Board of
Directors, include advances of his expenses in advance of final disposition
subject to the provisions of applicable law. Such right of indemnification
shall not be exclusive of any right to which any director, officer, employee,
agent or controlling shareholder of the Registrant may be entitled as a matter
of law.
Under the Registrant's indemnification agreements with its officers
and directors it is obligated to indemnify each of its officers and directors
to the fullest extent permitted by law with respect to all liability and loss
suffered, and reasonable expense incurred, by such person, in any action suit
or proceeding in which such person was or is made or threatened to be made a
party or otherwise involved by reason of the fact that such person was a
director or officer of the Registrant. The Registrant is also obligated to pay
the reasonable expenses of indemnified directors or officers in defending such
proceeding if the indemnified party agrees to repay all amounts advanced should
it be ultimately determined that such person is not entitled to
indemnification.
The Registrant maintains an insurance policy covering directors and
officers under which the insurer agrees to pay, subject to certain exclusions,
for any claim made against the directors and officers of the Registrant for a
wrongful act for which they may become legally obligated to pay or for which
the Registrant is required to indemnify its directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as
follows:
II-3
<PAGE> 6
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 -- Amended and Restated Articles of Incorporation
of the Registrant (incorporated by reference to
Exhibit 3(a) of the Registrant's Annual Report
on Form 10-K for the fiscal year ended January
3, 1993).
4.2 -- Bylaws of the Registrant (incorporated by
reference to Exhibit 3(b) of the Registrant's
Annual Report on Form 10-K for the fiscal year
ended December 30, 1990).
4.3 -- Form of Common Stock Certificate (incorporated
by reference to Exhibit 28.1 of the
Registrant's Registration Statement on Form 8-A
filed with the Commission on November 19,
1992).
4.4 -- The Wackenhut Corporation Key Employee Long
Term Incentive Stock Plan.
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.
23.1 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Akerman, Senterfitt & Eidson, P.A.
(included in opinion filed as Exhibit 5.1).
24.1 -- Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. (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; and
(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;
II-4
<PAGE> 7
provided, however, that paragraphs (a) (1) (i) and (1) (ii) do not apply if the
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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 herein, 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 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 Securities 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 by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer of 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 of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, The Wackenhut Corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Coral Gables, State of
Florida, on the 5th day of May, 1995.
THE WACKENHUT CORPORATION
By: /s/ George R. Wackenhut
-------------------------------
GEORGE R. WACKENHUT
Chairman of the Board, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities on May 5th, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Chairman of the Board,
/s/ George R. Wackenhut Chief Executive
- -------------------------------------- Officer and Director
GEORGE R. WACKENHUT (Principal Executive Officer)
Senior Vice President - Finance,
/s/ Richard C. DeCook Chief Financial Officer,
- -------------------------------------- and Treasurer (Principal
RICHARD C. DECOOK Financial Officer)
Vice President -
/s/ Juan D. Miyar Accounting Services and
- -------------------------------------- Corporate Controller
JUAN D. MIYAR (Principal Accounting
Officer)
</TABLE>
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<PAGE> 9
<TABLE>
<S> <C>
/s/ Julius W. Becton, Jr.* Director
- --------------------------------------
JULIUS W. BECTON, JR.
/s/ Richard G. Capen, Jr.* Director
- --------------------------------------
RICHARD G. CAPEN, JR.
/s/ Anne N. Foreman* Director
- --------------------------------------
ANNE N. FOREMAN
/s/ Edward L. Hennessy, Jr.* Director
- --------------------------------------
EDWARD L. HENNESSY, JR.
/s/ Paul X. Kelley* Director
- --------------------------------------
PAUL X. KELLEY
Director
- --------------------------------------
ROBERT Q. MARSTON
/s/ Jorge L. Mas Canosa* Director
- --------------------------------------
JORGE L. MAS CANOSA
/s/ Nancy Clark Reynolds* Director
- --------------------------------------
NANCY CLARK REYNOLDS
/s/ Thomas P. Stafford* Director
- --------------------------------------
THOMAS P. STAFFORD
/s/ Richard R. Wackenhut* Director
- --------------------------------------
RICHARD R. WACKENHUT
*By: /s/ Richard C. DeCook
--------------------------------------
Richard C. DeCook
--------------------------------------
Attorney-in-Fact
</TABLE>
II-7
<PAGE> 10
REGISTRATION NO. 33_________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
__________________________________
THE WACKENHUT CORPORATION
1500 SAN REMO AVENUE
CORAL GABLES, FLORIDA 33146
<PAGE> 11
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ------ ----------- --------
4.1 -- Amended and Restated Articles of Incorporation
of the Registrant (incorporated by reference to
Exhibit 3(a) to Registrant's Annual Report on Form 10-K
for the fiscal year ended January 3, 1993) __
4.2 -- Bylaws of the Registrant (incorporated by reference
to Exhibit 3(b) to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 30, 1990) __
4.3 -- Form of Series B Common Stock Certificate (incorporated by
reference to Exhibit 28.1 to Registrants Registration
Statement on Form 8-A filed with the Commission on
November 19, 1992) __
4.4 -- The Wackenhut Corporation Key Employee Long-Term
Incentive Stock Plan 12 - 40
5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A. 41
23.1 -- Consent of Arthur Andersen LLP 42
23.3 -- Consent of Akerman, Senterfitt & Eidson, P.A.
(included in opinion filed as Exhibit 5.1). __
24.1 -- Powers of Attorney 43 - 51
<PAGE> 1
EXHIBIT 4.4
KEY EMPLOYEE LONG-TERM
INCENTIVE STOCK PIAN
THE WACKENHUT CORPORATION
JULY 1991
THIS MATERIAL PROVIDES TYPICAL OMNIBUS
PLAN PROVISIONS FOR USE BY THE WACKENHUT
CORPORATION AND ITS LEGAL COUNSEL IN
DEVELOPING AN OMNIBUS PLAN DOCUMENT.
<PAGE> 2
THE WACKENHUT CORPORATION
KEY EMPLOYEE LONG-TERM INCENTIVE-STOCK PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Article Section Page
- ------- ------- ----
<S> <C> <C> <C>
1. ESTABLISHMENT, PURPOSE AND DURATION
-----------------------------------
1.1 Establishment of the Plan 1
1.2 Purpose of the Plan 1
1.3 Duration of the Plan 2
2 DEFINITIONS AND CONSTRUCTION
----------------------------
2.1 Definitions 2
2.2 Gender and Number 8
2.3 Severability 8
3 ADMINISTRATION
--------------
3.1 The Committee 8
3.2 Authority of the Committee 9
3.3 Decisions Binding 9
3.4 Procedures of the Committee 9
3.5 Award Agreements 10
4 SHARES SUBJECT TO THE PLAN
--------------------------
4.1 Number of shares 10
4.2 Lapsed Awards 11
4.3 Adjustments in Authorized Shares 11
5 ELIGIBILITY AND PARTICIPATION
-----------------------------
5.1 Eligibility 11
5.2 Actual Participation 12
6 STOCK OPTIONS
-------------
6.1 Grant of Options 12
6.2 Option Agreement 12
6.3 Option Price 13
6.4 Duration of Options 13
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
6.5 Exercise of Options 13
6.6 Payment 13
6.7 Restrictions on Share Transferability 14
6.8 Termination Of Employment Due to
Death, Disability, or Retirement 14
6.9 Termination of Employment for Other
Reasons 15
6.10 Nontransferability of Options 16
</TABLE>
<TABLE>
<CAPTION>
Article Section Page
- ------- ------- ----
<S> <C> <C> <C>
7 RESTRICTED STOCK UNITS
----------------------
7.1 Grant of Restricted Stock Units 16
7.2 Restricted Stock Unit Agreement 16
7.3 Vesting 16
7.4 Other Restrictions 17
7.5 Payment 17
7.6 Dividend Equivalents 17
7.7 Termination of Employment Due to
Death, Disability or Retirement 17
7.8 Termination of Employment for
Other Reasons 18
8 PERFORMANCE UNITS AND PERFORMANCE SHARES
----------------------------------------
8.1 Grant of Performance Units and
Performance Shares 18
8.2 Value of Performance Units and
Performance Shares 19
8.3 Payment of Performance Units and
Performance Shares 19
8.4 Form and Timing of Payment 19
8.5 Termination of Employment Due to
Death, Disability or Retirement 19
8.6 Termination of Employment for
Other Reasons 20
8.7 Nontransferability 20
9 RIGHTS OF EMPLOYEES
-------------------
9.1 Employment 20
9.2 Participation 20
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C> <C>
10 CHANGE IN CONTROL
-----------------
10.1 Stock Based Awards 21
10.2 Performance Based Awards 21
11 AMENDMENT, MODIFICATION AND TERMINATION
---------------------------------------
11.1 Amendment, Modification and Termination 22
11.2 Awards Previously Granted 22
12 WITHHOLDING
-----------
12.1 Tax Withholding 22
12.2 Share Withholding 23
</TABLE>
<TABLE>
<CAPTION>
Article Section Page
- ------- ------- ----
<S> <C> <C> <C>
13 REDEMPTION OF COMMON STOCK ON
-----------------------------
TERMINATION OF EMPLOYMENT 23
-------------------------
14 INDEMNIFICATION 24
---------------
15 SUCCESSORS 25
----------
16 REQUIREMENTS OF LAW 25
-------------------
16.1 Requirements of Law 25
16.2 Governing Law 25
</TABLE>
<PAGE> 5
THE WACKENHUT CORPORATION
KEY EXECUTIVE LONG-TERM INCENTIVE STOCK PLAN
ARTICLE 1.
ESTABLISHMENT, PURPOSE, AND DURATION
1.1 Establishment of the Plan. The Wackenhut Corporation
(hereinafter referred to as the "Company"), a Florida corporation, hereby
establishes an incentive compensation plan to be known as the "Key Executive
Long-Term Incentive Stock Plan" (hereinafter referred to as the "Plan"), as set
forth in this document. The Plan permits the grant of Nonqualified Stock
Options, Incentive Stock Options, Restricted Stock Units, Performance Units,
and Performance Shares.
Upon approval by the Board of Directors of the Company, subject to
ratification within twelve (12) months by an affirmative vote of a majority of
Shares of the Common Stock present and entitled to vote at the Annual Meeting
at which a quorum is present, the Plan shall become effective as of August 1,
1991 (the "Effective Date"), and shall remain in effect as provided in Section
1.3 herein.
1.2 Purpose of the Plan. The purpose of the Plan is to promote
the success, and enhance the value, of the Company by providing incentives to
Key Employees that will link their personal interests to those of Company
shareholders, and provide an incentive for outstanding performance.
The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of Key Employees upon
whose judgment, interest, and special effort the successful conduct of its
operations largely is dependent.
1
<PAGE> 6
1.3 Duration of the Plan. The Plan shall commence on the
Effective Date, as described in Section 1.1 herein, and shall remain in effect,
subject to the right of the Board of Directors to terminate the Plan at any
time pursuant to Article 12 herein, until all Shares subject to it shall have
been purchased or acquired according to the Plan's provisions. However, in no
event may an Award be granted under the Plan on or after the tenth (10th)
anniversary of the Plan's Effective Date.
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
2.1 Definitions. Whenever used in the Plan, the following terms
shall have the meanings set forth below and, when the meaning is intended, the
initial letter of the word is capitalized:
(a) "Award" means, individually or collectively, a grant
under this Plan of Nonqualified Stock Options,
Incentive Stock Options, Restricted Stock Units,
Performance Units or Performance Shares.
(b) "Beneficial Owner" shall have the meaning ascribed to
such term in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act.
(c) "Board" or "Board of Directors" means the Board of
Directors of The Wackenhut Corporation.
(d) "Cause" means (i) willful and gross misconduct on the
part of a Participant that is materially and
demonstrably detrimental to the
2
<PAGE> 7
Company; or (ii) the commission by a Participant of
one or more acts which constitute an indictable crime
under United States Federal, state, or local law.
"Cause" under either (i) or (ii) shall be determined
in good faith by a written resolution duly adopted by
the affirmative vote of not less than two-thirds
(2/3) of all the Directors at a meeting duly called
and held for that purpose after reasonable notice to
the Participant and opportunity for the Participant
and his or her legal counsel to be heard.
(e) "Change in Control" of the Company shall be deemed to
have occurred if the conditions set forth in any one
or more of the following paragraphs shall have been
satisfied:
(i) Any Person (other than a trustee or
other, fiduciary holding securities
under an employee benefit plan of
the Company, or a corporation owned
directly or indirectly by the
stockholders of the Company in
substantially the same proportions
as their ownership of Shares of the
Company), is or becomes the
Beneficial Owner, directly or
indirectly, of securities of the
Company representing 20% or more of
the combined voting power of the
Company's then outstanding
securities; or
(ii) During any period of two (2)
consecutive years (not including any
period prior to the execution of
this Plan), individuals who at the
beginning of such period constitute
3
<PAGE> 8
the Board (and any new Director,
whose election by the Board or
nomination for election by the
Company's stockholders was approved
by a vote of at least two-thirds
(2/3) of the Directors then still in
office who either were Directors at
the beginning of the period or whose
election or nomination for election
was previously so approved), cease
for any reason to constitute a
majority thereof; or
(iii) The stockholders of the Company
approve (a) a plan of complete
liquidation of the Company; or (b)
an agreement for the sale or
disposition of all or substantially
all the Company's assets; or (c) a
merger or consolidation of the
Company with any other corporation,
other than a merge or consolidation
which would result in the voting
securities of the Company
outstanding immediately prior
thereto continuing to represent
(either by remaining outstanding or
by being converted into voting
securities of the surviving entity),
at least 50% of the combined voting
securities of the Company (or such
surviving entity) outstanding
immediately after such merger or
consolidation.
However, in no event shall a Change
in Control be deemed to have
occurred, with respect to the
Participant,
4
<PAGE> 9
if the Participant is part of a
purchasing group which consummates
the Change in Control transaction.
A Participant shall be deemed "part
of a purchasing group..." for
purposes of the preceding sentence
if the Participant is an equity
participant or has agreed to become
an equity participant in the
purchasing company or group (except
for (i) passive ownership of less
than 5% of the Shares of the
purchasing company; or (ii)
ownership of equity participation in
the purchasing company or group
which is otherwise not deemed to be
significant, as determined prior to
the Change in Control by a majority
of the disinterested Directors).
(f) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(g) "Committee" means the Nominating and Compensation
Committee of the Board, or any other committee
appointed by the Board to administer the Plan
pursuant to Article 3 herein.
(h) "Company" means The Wackenhut Corporation, a Florida
corporation (including any and all subsidiaries), or
any successor thereto as provided in Article 15
herein.
(i) "Director" means any individual who is a member of
the Board of Directors of the Company.
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(j) "Disability" means a permanent and total disability,
within the meaning of the Code Section 22 (e) (3), as
determined by the Committee in good faith, upon
receipt of sufficient competent medical advice from
one or more individuals, selected by the Committee,
who are qualified to give professional medical
advice.
(k) "Employee" means any full-time, nonunion employee of
the Company. Directors who are not otherwise
employed by the any shall not be considered employees
under this Plan.
(l) "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, or any successor
Act thereto.
(m) "Fair Market Value" means the average of the highest
and lowest price at which the Stock was traded on the
five business days preceding the date of an award, as
reported on the consolidated tape of the New York
Stock Exchange.
(n) "Incentive Stock Option" or "ISO" means an option to
purchase Shares, granted under Article 6 herein,
which is designated as an Incentive Stock Option and
is intended to meet the requirements of Section 422A
of the Code.
(o) "Key Employee" means an employee of the Company,
including an employee who is an officer of the
Company, who, in the opinion of members of the
Committee, can contribute significantly to the growth
and profitability of the Company. "Key Employee" also
may
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include those employees, identified by the Committee,
in situations concerning extraordinary performance,
promotion, retention, or recruitment. The granting
of an Award under this Plan shall be deemed a
determination by the Committee that such employee is
a Key Employee.
(p) "Nonqualified Stock Option" or "NQSO" means an option
to purchase Shares, granted under Article 6 herein,
which is not intended to be an Incentive Stock
Option.
(q) "Option" means an Incentive Stock Option or a
Nonqualified Stock Option.
(r) "Option Price" means the price at which a share may
be purchased by a Participant pursuant to an Option,
as determined by the Committee.
(s) "Participant means a Key Employee of the Company who
has an outstanding Award granted under the Plan.
(t) "Performance Share" means an Award, designated as a
performance share, granted to a Participant pursuant
to Article 8 herein.
(u) "Performance Unit" means an Award, designated as a
performance unit, granted to a Participant pursuant
to Article 8 herein.
(v) "Period of Restriction" means the period during which
the transfer of Shares covered by each grant of
Restricted Stock Units is restricted in some way
(based on the passage of time, the achievement of
performance goals, or upon the occurrence of other
events as determined
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by the Committee, at its discretion), and is subject
to a substantial risk of forfeiture, as provided in
Article 7 herein.
(w) "Person" shall have the meaning ascribed to such term
in Section 3 (a) (9) of the Exchange Act and used in
Sections 13(d) and 14(d) thereof, including a "group"
as defined in Section 13 (d).
(x) "Restricted Stock Unit" means an Award granted to a
Participant pursuant to Article 7 herein.
(y) "Stock" or "Shares" means the $.10 par value common
stock of The Wackenhut Corporation.
2.2 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.
2.3 Severability. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
ARTICLE 3.
ADMINISTRATION
3.1 The Committee. The Plan shall be administered by the
Nominating and Compensation Committee of the Board, or by any other Committee
appointed by the Board consisting of not less than two (2) Directors who are
not Employees. The members of the Committee shall be appointed from time to
time by, and shall serve at the discretion of, the
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Board of Directors. No member of the Committee shall be eligible to
participate in the Plan or any similar Plan of the Company or any of its
Subsidiaries while serving on the Committee or shall have been so eligible at
any time within one (1) year prior to his or her service on the Committee.
3.2 Authority of the Committee. Subject to the provisions herein
and subject to ratification by the Board, the Committee shall have full power
to select Key Employees to whom Awards are granted; to determine the size and
types of Awards; to determine the terms and conditions of such Awards in a
manner consistent with the Plan; to construe and interpret the Plan and any
agreement or, instrument entered into under the Plan; to establish, amend, or
waive rules and regulations for the Plan's administration; and (subject to the
provisions of Article 11 herein) to amend the terms and conditions of any
outstanding Award to the extent such terms and conditions are within the
discretion of the Committee as provided in the Plan. Further, the Committee
shall have the full power to make all other determinations which may be
necessary or advisable for the administration of the Plan.
3.3 Decisions Binding. All determinations and decisions made by
the Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board of Directors shall be final, conclusive, and binding
on all Persons, including the Company, its stockholders, employees,
Participants, and their estates and beneficiaries.
3.4 Procedures of the Committee. All determinations of the
Committee shall be made by not less than a majority of its members present at
the meeting (in person or otherwise) at which a quorum is present. A majority
of the entire Committee shall constitute a quorum for the transaction of
business. Any action required or permitted to be taken at a meeting of
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the Committee may be taken without a meeting if a unanimous written consent,
which sets forth the action, is signed by each member of the Committee and
filed with the minutes for proceedings of the Committee. No member of the
Committee shall be liable, in the absence of bad faith, for any act or omission
with respect to his or her services on the Committee. Service on the Committee
shall constitute service as a director of the Company so that members of the
Committee shall be entitled to indemnification (as provided in Article 14
herein), and limitation of liability and reimbursement with respect to their
services as members of the Committee to the same extent as for services as
directors of the Company.
3.5 Award Agreements. Each Award under the Plan shall be
evidenced by an award agreement which shall be signed by an officer of the
Company and by the Participant, and shall contain such terms and conditions as
may be approved by the Committee, which need not be the same in all cases. Any
award agreement may be supplemented or amended in writing from time to time as
approved by the Committee, provided that the terms of such agreements as
amended or supplemented, as well as the terms of the original award agreement,
are not inconsistent with the provisions of the Plan.
ARTICLE 4
SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as provided in
Section 4.3 herein, no more than 250,000 Shares may be granted under the Plan,
of which no more than 100,000 may be issued in payment of Restricted Stock
Units under Article 7 of the Plan. Stock delivered under the Plan may consist,
in whole or in part, of authorized and unissued Shares or treasury
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Shares. The payment of Performance Units or Performance Shares shall not be
deemed to constitute an issuance of Stock under the Plan unless payment is made
in Stock, in which case only the number of Shares issued in payment of the
Performance Unit or Performance Share Award shall constitute an issuance of
Stock under the Plan.
4.2 Lapsed Awards. If any Award granted under this Plan
terminates, expires, or lapses for any reason, any Shares subject to such Award
again shall be available for the grant of an Award under the Plan.
4.3 Adjustments in Authorized Shares. In the event of any merger,
reorganization, consolidation" recapitalization, separation, liquidation, Stock
dividend, split-up, Share combination, or other change in the corporate
structure of the Company affecting the Shares, such adjustment shall be made in
the number and class of Shares which may be delivered under the Plan, and in
the number and class of and/or price of Shares subject to Outstanding Options,
Restricted Stock Units, Performance Units and Performance Shares granted under
the Plan, as may be determined to be appropriate and equitable by the
Committee, in its sole discretion, to prevent dilution or enlargement of
rights; and provided that the number of Shares subject to any Award shall
always be a whole number. Any adjustment of an ISO under this paragraph shall
be made in such a manner so as not to constitute a "modification" within the
meaning of Section 425 (h) (3) of the Code.
ARTICLE 5
ELIGIBILITY AND PARTICIPATION
5.1 Eligibility. Persons eligible to participate in this Plan
include all Employees of
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the Company, who, in the opinion of members of the Committee, are Key
Employees. "Key Employees" may include Employees who are members of the Board,
but may not include Directors who are not Employees.
5.2 Actual Participation. Subject to the provisions of the Plan,
the Committee may, from time to time, select from Key Employees those to whom
Awards shall be granted and shall determine the nature and amount of each
Award. No Employee shall have any right to be granted an Award under this
Plan.
ARTICLE 6
STOCK OPTIONS
6.1 Grant of Options. Subject to the terms and provisions of the
Plan, Options may be granted to Key Employees at any time and from time to time
as shall be determined by the Committee. The Committee shall have complete
discretion in determining the number of Shares subject to Options granted to
each Participant. The Committee may grant ISOs, NQSOs, or a combination
thereof. However, no Employee may receive an Award of ISOs that are first
exercisable during any calendar year to the extent that the aggregate Fair
Market Value of the Shares (determined at the time the options are granted)
exceeds $100,000. Nothing in this Article 6 shall be deemed to prevent the
grant of NQSOs in excess of the maximum established by Section 422A of the
Code.
6.2 Option Agreement. Each Option grant shall be evidenced by an
Option Agreement that shall specify the Option Price, the duration of the
Option, the number of Shares to which the Option pertains, and such other
provisions as the Committee shall determine. The
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Option Agreement also shall specify whether the Option is intended to be an ISO
within the meaning of Section 422A of the Code, or a NQSO whose grant is
intended not to fall under the Code provisions of Section 422A.
6.3 Option Price. The purchase price per Share covered by an
Option shall be determined by the Committee but, in the case of an ISO, shall
not be less than 100% of the Fair Market Value of such Share on the date the
Option is. granted.
An ISO granted to an employee who, at the time of grant, owns (within
the meaning of Section 425(d) of -the Code) Shares possessing more than 10% of
the total combined voting power of all classes of stock of the Company, shall
have an exercise price which is at least 110% of the Fair Market Value of the
Shares subject to the Option.
6.4 Duration of Options. Each Option shall expire at such time as
the Committee shall determine at the time of grant provided, however, that no
ISO shall be exercisable later than the tenth (10th) anniversary date of its
grant.
6.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant. However, in no event may any Option
granted under this Plan become exercisable prior to six (6) months following
the date of its grant.
6.6 Payment. Options shall be exercised by the delivery of a
written notice of exercise to the Secretary of the Company, setting forth the
number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.
The Option Price upon exercise of any Option shall be payable to the
Company in full
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either (a) in cash or its equivalent, or (b) by tendering previously acquired
Shares having a Fair Market Value at the time of exercise equal to the total
Option Price (provided that the Shares which are tendered must have been held
by the Participant for at least six (6) months prior to their tender to satisfy
the option Price), or (c) by a combination of (a) or (b).
The Committee also may allow cashless exercise as permitted under Federal
Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law. The proceeds from such
a payment shall be added to the general funds of the Company and shall be used
for general corporate purposes.
As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the Participant, in the
Participant's name, Share certificates in an appropriate amount based upon the
number of Options exercised.
6.7 Restrictions on Share Transferability. The Committee shall
impose such restrictions on any Shares acquired pursuant to the exercise of an
Option under the Plan, as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities laws, under the requirements
of any Stock exchange or market upon which such Shares are then listed and/or
traded, and under any blue sky or state securities laws applicable to such
Shares.
6.8 Termination of Employment Due to Death, Disability or
Retirement. In the event the employment of a Participant is terminated by
reason of death or Disability, any outstanding Options shall become immediately
exercisable at any time prior to the expiration date of the Options or within
one year after such date of termination of employment, whichever
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<PAGE> 19
period is shorter by such person or persons as shall have acquired the
Participant's rights under the Option by will or by the laws of descent and
distribution.
In the event the employment of a Participant is terminated by reason
of retirement (as defined under the then established rules of the Company's
nonqualified retirement plan), any outstanding Options shall become,
immediately exercisable at any time prior to the expiration date of the
options.
In its sole discretion, and prior to the termination of the employment
due to death, Disability or retirement, the Committee may extend the period
during which outstanding Options may be exercised.
In the case of ISOs, the tax treatment prescribed under Section 422A
of the Internal Revenue Code of 1986, as amended, may not be available if the
Options are not exercised within the Section 422A prescribed time period after
termination of employment.
6.9 Termination Of Employment for Other Reasons. If the
employment of the Participant shall terminate for any reason other than for
death, Disability, retirement, or for Cause, the Participant shall have the
right to exercise Options that were vested in the Participant at the date of
termination within the 90 days after the date of termination, but in no event
beyond the expiration of the term of the Option and only to the extent that the
Participant was entitled to exercise the Option at the date of termination of
employment. The Committee, in its sole discretion, shall have the right to
extend the 90 days up to one (1) year after the date of such termination, but,
however, in no event beyond the expiration date of the Options.
If the employment of the Participant shall terminate for Cause, all
outstanding Options
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immediately shall be forfeited to the Company and no additional exercise period
shall be allowed, regardless of the vested status of the Options.
6.10 Nontransferability of Options. No Option granted under the
Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, all Options granted to a Participant under the Plan shall be
exercisable during his lifetime only by such Participant.
ARTICLE 7
RESTRICTED STOCK UNITS
7.1 Grant of Restricted Stock Units. Subject to the terms and
provisions of the Plan, the Committee, at any time and from time to time, may
grant Restricted Stock Units to Key Employees in such amounts as the Committee
shall determine.
7.2 Restricted Stock Unit Agreement. Each Restricted Stock Unit
grant shall be evidenced by a Restricted Stock Unit Agreement that shall
specify the Period of Restriction, or Periods, the number of Restricted Stock
Units covered by the grant, and such other provisions as the Committee shall
determine. Each Restricted Stock Unit shall be equivalent in value to a Share
of Common Stock.
7.3 Vesting. Each grant of Restricted Stock Units shall require
the Participant to remain in the employment of the Corporation or a Subsidiary
for a prescribed period ("Restriction Period). The Committee shall determine
the Restriction Period or Periods which shall apply to the share of Common
Stock covered by each grant of Restricted Stock Units, provided that in no case
shall the Restriction Period be less than six months.
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7.4 Other Restrictions. The Committee shall impose such other
restrictions on any Restricted Stock Units granted pursuant to the Plan as it
may deem advisable including, without limitation, restrictions based upon the
achievement of specific (Company-wide, divisional, and/or individual)
performance goals, and/or restrictions under applicable Federal or state
securities laws.
7.5 Payment. Upon expiration of the Restriction Period or Periods
applicable to each grant of Restricted Stock Units, the Participant shall,
without payment on his part, be entitled to receive payment in an amount equal
to the aggregate fair market value of the shares of Common Stock covered by
such grant on the date of expiration. Such payment may be made only in shares
of Common Stock equal to the number of Restricted Stock Units with respect to
which such payment is made.
7.6 Dividend Equivalents. A Participant whose Restricted Stock
Units have not previously terminated shall be entitled to receive payment in an
amount equal to each cash dividend the Company would have paid to such
Participant during the term of those Restricted Stock Units as if the
Participant has been the owner of record of the shares of Common Stock covered
by such Restricted Stock Units on the record date for the payment of such
dividend. Payment of each such dividend equivalent shall be made on Payment
date of the cash dividend with respect to which it is made, or as soon as
practicable thereafter.
7.7 Termination of Employment Due to Death, Disability or
Retirement. In the event that a Participant's employment is terminated with
the Company because of death, Disability or normal retirement (as defined
under, the then established rules of the Company), any remaining Period of
Restriction applicable to the Restricted Stock Units pursuant to
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Section 7.3 hereof shall automatically terminate and, except as otherwise
provided in Section 7.4, the Shares issued in payment of the Restricted Stock
Units shall be free of restrictions and freely transferable. In the event that
a Participant terminates his employment with the Company because of early
retirement (as defined under the then established rules of the Company), the
Committee, in its sole discretion, may waive the restrictions remaining on any
or all grants of Restricted Stock Units pursuant to Section 7.3 herein and add
such new restrictions to Shares issued in payment of Restricted Stock Units as
it deems appropriate.
7.8 Termination of Employment for Other Reasons. In the event
that a Participant terminates his employment with the Company for any reason
other than for death, Disability, or retirement, as set forth in Section 7.7
herein, during the Period of Restriction, then any Restricted Stock Units
granted still subject to restrictions as of the date of such termination shall
automatically be forfeited. In such event, the Participant shall not be
entitled to receive any payment with respect to those Restricted Stock Units,
except as provided in Section 7.6 herein, provided, however, that, in the event
of an involuntary termination of the employment of a Participant by the Company
other than for Cause, the Committee, in its sole discretion, may waive the
automatic forfeiture of any or all such Restricted Stock Unit grants.
ARTICLE 8.
PERFORMANCE UNITS AND PERFORMANCE SHARES
8.1 Grant of Performance Units and Performance Shares. Subject to
the terms and provisions of the Plan, Performance Units or Performance Shares
may be granted to Participants at any time and from time to time as shall be
determined by the Committee. The
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Committee shall have complete discretion in determining the number of
Performance Units or Performance Shares granted to each Participant.
8.2 Value of Performance Units and Performance Shares. Each
Performance Unit shall have an initial value of one dollar ($l) and each
Performance Share initially shall represent one share of Stock. The Committee
shall set performance goals in its discretion which, depending on the extent to
which they are met, will determine the ultimate value of the Performance Unit
or Performance Share to the Participant. The time period during which the
performance goals must be met shall be called a Performance Period, and shall,
in all cases, exceed six (6) months in length.
8.3 Payment of Performance Units and Performance Shares. After a
Performance Period has ended, the holder of a Performance Unit or Performance
Share shall be entitled to receive the value thereof as determined by the
extent to which performance goals discussed in Section 8.2 have been met.
8.4 Form and Timing of Payment. Payment in Section 8.3 above
shall be made in cash, stock, or a combination thereof as determined by the
Committee. Payment maybe made in a lump sum or installments as prescribed by
the Committee. If any payment is to be made on a deferred basis, the Committee
may provide for the payment of dividend equivalents or interest during the
deferral period.
8.5 Termination of Employment Due to Death, Disability, or
Retirement. In the case of death, Disability, or retirement, the holder of a
Performance Unit or Performance Share shall receive pro rata payment based on
the number of months' service during the Performance Period but based on the
achievement of performance goals during the entire Performance
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Period. Payment shall be made at the time payments are made to Participants
who did not terminate service during the Performance Period.
8.6 Termination of Employment for Other Reasons. In the event
that a Participant terminates employment with the Company for any reason other
than death, Disability, or Retirement, all Performance Units or Performance
Shares shall be forfeited; provided, however, that in the event of an
involuntary termination of the employment of the Participant by the Company
other than for Cause, the Committee in its sole discretion may waive the
automatic forfeiture provisions and pay out on a pro rata basis.
8.7 Nontransferability. No Performance Units or Performance
Shares granted under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, otherwise than by will or by the laws of
descent and distribution until the termination of the applicable Performance
Period. All rights with respect to Performance Units or Performance Shares
granted to a Participant under the Plan shall be exercisable during his
lifetime only by the Participant or the Participant's legal representative.
ARTICLE 9.
RIGHTS OF EMPLOYEES
9.1 Employment. Nothing in the Plan shall interfere with or limit
in any way the right of the Company to terminate any Participant's employment
at any time, nor confer upon any Participant any right to continue in the
employ of the Company.
9.2 Participation. No employee shall have the right to be
selected to receive an Award under this Plan, or, having been so selected, to
be selected to receive a future Award.
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ARTICLE 10.
CHANGE IN CONTROL
10.1 Stock Based Awards. Notwithstanding the remaining provisions
of the Plan, in the event of a Change in Control of the Company, all Stock
based awards granted under this Plan, including NQSOs, ISOs, and Restricted
Stock Units, that are still outstanding and not yet vested, shall become
immediately 100% vested in each Participant, as of the first date that the
definition of Change in Control has been fulfilled, and shall remain as such
for the remaining life of the Award, as such life is provided herein and within
the provisions of the related individual Award Agreements. Within ten (10)
business days after the occurrence of a Change in Control, the stock
certificates representing payment of Restricted Stock Unit grants, without any
restrictions or legend thereon, shall be delivered to the applicable
Participants.
10.2 Performance Based Awards. Notwithstanding the remaining
provisions of the Plan, in the event of a Change in Control of the Company, all
performance based awards granted under this Plan shall be immediately paid out
in cash, including Performance Units or Performance Shares. The amount of the
payout shall be based on the extent to which performance goals, established for
the Performance Period then in progress, have been met up to the date of the
Change in Control, or at target, whichever is higher. Notwithstanding the
foregoing, all Performance Units and Performance Share Awards which shall have
been outstanding less than six (6) months on the effective date of the Change
in Control shall not be deemed to have earned either the performance goals or
the target goals.
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ARTICLE 11.
AMENDMENT, MODIFICATION, AND TERMINATION
11.1 Amendment, Modification, and Termination. With the approval
of the Board, at any time and from time to time the Committee may terminate,
amend, or modify the Plan. However, without the approval of the stockholders
of the Company (as may be required by the Code, by the insider trading rules of
Section 16 of the Exchange Act, by any national securities exchange or system
on which the Shares are then listed or reported, or by a regulatory body having
jurisdiction with respect hereto), no such termination, amendment, or
modification may:
(a) Increase the total amount of Shares which may be
issued under this Plan, except as provided in Section
4.3 herein; or
(b) Change the class of employees eligible to participate
in the Plan; or
(c) Materially increase the cost of the Plan or
materially increase the benefits to Participants; or
(d) Extend the maximum period after the date of grant
during which Options may be exercised; or
(e) Change the provisions of the Plan regarding Option
Price.
11.2 Awards Previously Granted. No termination, amendment, or
modification of the Plan shall in any manner adversely affect any Award
previously granted under the Plan, without the written consent of the
Participant.
ARTICLE 12.
WITHHOLDING
12.1 Tax Withholding. The Company shall have the power and the
right to deduct
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or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise, or payment made under or as a result of this Plan.
12.2 Share Withholding. With respect to withholding required upon
the exercise of NQSOs, or upon the payment of Restricted Stock Units, or upon
the payment of Performance Units or Performance Shares (if paid in full or part
in Shares), participants may elect, subject to the approval of the Committee to
satisfy the withholding requirement, in whole or in part, by having the Company
withhold Shares having a Fair Market Value, on the date the tax is to be
determined, equal to the amount required to be withheld. All elections shall
be irrevocable, and be made in writing, signed by the Participant in advance of
the day that the transaction becomes taxable.
Share withholding elections made by Participants who are subject to
the short-swing profit restrictions of Section 16 of the Exchange Act must
comply with such additional restrictions in making their election.
ARTICLE 13.
REDEMPTION OF COMMON STOCK
ON TERMINATION OF EMPLOYMENT
As of the time of voluntary or involuntary termination of employment
of a Participant and at the discretion of the Committee, Participant shall sell
to the Company, and the Company shall redeem from the Participant, all of
Participant's Shares, that are owned or have vested due to Participant's
participation in the Plan. The redemption price for each Share redeemed shall
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be the average of the highest and lowest price at which the Stock was traded
during the five business days preceding the date of the Committee's decision to
redeem the Shares of a Participant. The redeemed Shares shall be transferred
to the Company properly endorsed by the Participant free and clear of all
claims, liens, and encumbrances whatsoever. As used herein, the term
termination of employment means the complete termination of employment.
ARTICLE 14.
INDEMNIFICATION
Each Person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him in connection with or resulting from any claim,
action, suit, or proceeding to which he may be a party or in which he may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him in settlement thereof, with
the Company's approval, or paid by him in satisfaction of any judgment in any
such action, suit, or proceeding against him, provided he shall give the
Company an opportunity, at its own expense, to handle and defend the same
before he undertakes to handle and defend it on his own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of
indemnification to which such Persons may be entitled under the Company's
Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or
any power that the Company may have to indemnify them or hold them harmless.
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ARTICLE 15.
SUCCESSORS
All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or, otherwise, of All or substantially all of the
business and/or assets of the Company.
ARTICLE 16.
REQUIREMENTS OF LAW
16.1 Requirements of Law. The granting of Awards and the issuance.
of Shares under this Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
16.2 Governing Law. To the extent not preempted by Federal law,
the Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Florida.
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EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
ONE BRICKELL SQUARE
24TH FLOOR
801 BRICKELL AVENUE
MIAMI, FLORIDA 33131-2948
(305) 374-5600
TELECOPY (305) 374-5095
May 5, 1995
The Wackenhut Corporation
1500 San Remo Avenue
Coral Gables, Florida 33146
Gentlemen:
We have acted as special counsel to The Wackenhut Corporation, a Florida
corporation (the "Company") with respect to the filing by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
covering the issuance of up to 625,000 shares of the Company's Series B common
stock, par value $.10 per share (the "Shares") pursuant to the exercise of
stock options granted under The Wackenhut Corporation Key Employee Long-Term
Incentive Stock Plan (the "Plan").
Based on our review of the Articles of Incorporation of the Company, as
amended and restated, the Bylaws of the Company, the Plan and documents related
thereto, and such other documents and records as we have deemed necessary and
appropriate, we are of the opinion that the Shares, if and when issued and paid
for upon exercise of options pursuant to the Plan and related documents, will
be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion of counsel as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson, P.A.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 17, 1995 included in The Wackenhut Corporation's Form 10-K for the
year ended January 1, 1995 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Miami, Florida,
May 4, 1995.
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
In connection with the filing with the Securities and Exchange
Commission by The Wackenhut Corporation, a Florida corporation, of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Act"), relating to a public offering of shares of its outstanding common
stock pursuant to Section 6(a) of the Act and subsequent resales pursuant
thereto by certain persons, I hereby appoint and constitute Richard C. DeCook,
James P. Rowan and Juan D. Miyar, and each of them (with full power in each to
act alone), as my true and lawful agents and attorneys-in-fact, each with power
of substitution and full power and authority to act for me in any and all
capacities for the purposes of signing my name as an officer or director of The
Wackenhut Corporation to, and filing with the Securities and Exchange
Commission, the above-referenced Registration Statement, any amendment or
amendments to it, and any exhibit or other document related thereto or required
in connection therewith, and I ratify and confirm all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue of this appointment and authorization.
IN WITNESS WHEREOF, I have executed this instrument this 29th day of
April, 1995.
/s/ Nancy Clark Reynolds
--------------------------
Name: Nancy Clark Reynolds
Title: Director
Signed, sealed and delivered
in the presence of:
/s/ James P. Rowan
- ----------------------------
Witness
/s/ T. Hand
- ----------------------------
Witness
<PAGE> 2
POWER OF ATTORNEY
In connection with the filing with the Securities and Exchange
Commission by The Wackenhut Corporation, a Florida corporation, of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Act"), relating to a public offering of shares of its outstanding common
stock pursuant to Section 6(a) of the Act and subsequent resales pursuant
thereto by certain persons, I hereby appoint and constitute Richard C. DeCook,
James P. Rowan and Juan D. Miyar, and each of them (with full power in each to
act alone), as my true and lawful agents and attorneys-in-fact, each with power
of substitution and full power and authority to act for me in any and all
capacities for the purposes of signing my name as an officer or director of The
Wackenhut Corporation to, and filing with the Securities and Exchange
Commission, the above-referenced Registration Statement, any amendment or
amendments to it, and any exhibit or other document related thereto or required
in connection therewith, and I ratify and confirm all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue of this appointment and authorization.
IN WITNESS WHEREOF, I have executed this instrument this 29th day of
April, 1995.
/s/ Paul X. Kelley
-------------------------------
Name: Gen. Paul X. Kelley, USMC
Title: Director
Signed, sealed and delivered
in the presence of:
/s/ James P. Rowan
- ----------------------------
Witness
/s/ T. Hand
- ----------------------------
Witness
<PAGE> 3
POWER OF ATTORNEY
In connection with the filing with the Securities and Exchange
Commission by The Wackenhut Corporation, a Florida corporation, of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Act"), relating to a public offering of shares of its outstanding common
stock pursuant to Section 6(a) of the Act and subsequent resales pursuant
thereto by certain persons, I hereby appoint and constitute Richard C. DeCook,
James P. Rowan and Juan D. Miyar, and each of them (with full power in each to
act alone), as my true and lawful agents and attorneys-in-fact, each with power
of substitution and full power and authority to act for me in any and all
capacities for the purposes of signing my name as an officer or director of The
Wackenhut Corporation to, and filing with the Securities and Exchange
Commission, the above-referenced Registration Statement, any amendment or
amendments to it, and any exhibit or other document related thereto or required
in connection therewith, and I ratify and confirm all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue of this appointment and authorization.
IN WITNESS WHEREOF, I have executed this instrument this 29th day of
April, 1995.
/s/ Thomas P. Stafford
---------------------------------
Name: Lt. Gen. Thomas P. Stafford
Title: Director
Signed, sealed and delivered
in the presence of:
/s/ James P. Rowan
- ----------------------------
Witness
/s/ T. Hand
- ----------------------------
Witness
<PAGE> 4
POWER OF ATTORNEY
In connection with the filing with the Securities and Exchange
Commission by The Wackenhut Corporation, a Florida corporation, of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Act"), relating to a public offering of shares of its outstanding common
stock pursuant to Section 6(a) of the Act and subsequent resales pursuant
thereto by certain persons, I hereby appoint and constitute Richard C. DeCook,
James P. Rowan and Juan D. Miyar, and each of them (with full power in each to
act alone), as my true and lawful agents and attorneys-in-fact, each with power
of substitution and full power and authority to act for me in any and all
capacities for the purposes of signing my name as an officer or director of The
Wackenhut Corporation to, and filing with the Securities and Exchange
Commission, the above-referenced Registration Statement, any amendment or
amendments to it, and any exhibit or other document related thereto or required
in connection therewith, and I ratify and confirm all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue of this appointment and authorization.
IN WITNESS WHEREOF, I have executed this instrument this 29th day of
April, 1995.
/s/ Jorge L. Mas Canosa
-------------------------
Name: Jorge L. Mas Canosa
Title: Director
Signed, sealed and delivered
in the presence of:
/s/ James P. Rowan
- ----------------------------
Witness
/s/ T. Hand
- ----------------------------
Witness
<PAGE> 5
POWER OF ATTORNEY
In connection with the filing with the Securities and Exchange
Commission by The Wackenhut Corporation, a Florida corporation, of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Act"), relating to a public offering of shares of its outstanding common
stock pursuant to Section 6(a) of the Act and subsequent resales pursuant
thereto by certain persons, I hereby appoint and constitute Richard C. DeCook,
James P. Rowan and Juan D. Miyar, and each of them (with full power in each to
act alone), as my true and lawful agents and attorneys-in-fact, each with power
of substitution and full power and authority to act for me in any and all
capacities for the purposes of signing my name as an officer or director of The
Wackenhut Corporation to, and filing with the Securities and Exchange
Commission, the above-referenced Registration Statement, any amendment or
amendments to it, and any exhibit or other document related thereto or required
in connection therewith, and I ratify and confirm all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue of this appointment and authorization.
IN WITNESS WHEREOF, I have executed this instrument this 29th day of
April, 1995.
/s/ Richard R. Wackenhut
--------------------------
Name: Richard R. Wackenhut
Title: Director
Signed, sealed and delivered
in the presence of:
/s/ James P. Rowan
- ----------------------------
Witness
/s/ T. Hand
- ----------------------------
Witness
<PAGE> 6
POWER OF ATTORNEY
In connection with the filing with the Securities and Exchange
Commission by The Wackenhut Corporation, a Florida corporation, of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Act"), relating to a public offering of shares of its outstanding common
stock pursuant to Section 6(a) of the Act and subsequent resales pursuant
thereto by certain persons, I hereby appoint and constitute Richard C. DeCook,
James P. Rowan and Juan D. Miyar, and each of them (with full power in each to
act alone), as my true and lawful agents and attorneys-in-fact, each with power
of substitution and full power and authority to act for me in any and all
capacities for the purposes of signing my name as an officer or director of The
Wackenhut Corporation to, and filing with the Securities and Exchange
Commission, the above-referenced Registration Statement, any amendment or
amendments to it, and any exhibit or other document related thereto or required
in connection therewith, and I ratify and confirm all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue of this appointment and authorization.
IN WITNESS WHEREOF, I have executed this instrument this 29th day of
April, 1995.
/s/ Anne N. Foreman
-------------------------
Name: Anne Newman Foreman
Title: Director
Signed, sealed and delivered
in the presence of:
/s/ James P. Rowan
- ----------------------------
Witness
/s/ T. Hand
- ----------------------------
Witness
<PAGE> 7
POWER OF ATTORNEY
In connection with the filing with the Securities and Exchange
Commission by The Wackenhut Corporation, a Florida corporation, of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Act"), relating to a public offering of shares of its outstanding common
stock pursuant to Section 6(a) of the Act and subsequent resales pursuant
thereto by certain persons, I hereby appoint and constitute Richard C. DeCook,
James P. Rowan and Juan D. Miyar, and each of them (with full power in each to
act alone), as my true and lawful agents and attorneys-in-fact, each with power
of substitution and full power and authority to act for me in any and all
capacities for the purposes of signing my name as an officer or director of The
Wackenhut Corporation to, and filing with the Securities and Exchange
Commission, the above-referenced Registration Statement, any amendment or
amendments to it, and any exhibit or other document related thereto or required
in connection therewith, and I ratify and confirm all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue of this appointment and authorization.
IN WITNESS WHEREOF, I have executed this instrument this 29th day of
April, 1995.
/s/ Julius W. Becton, Jr.
------------------------------------
Name: Lt. Gen. Julius W. Becton, Jr.
Title: Director
Signed, sealed and delivered
in the presence of:
/s/ James P. Rowan
- ----------------------------
Witness
/s/ T. Hand
- ----------------------------
Witness
<PAGE> 8
POWER OF ATTORNEY
In connection with the filing with the Securities and Exchange
Commission by The Wackenhut Corporation, a Florida corporation, of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Act"), relating to a public offering of shares of its outstanding common
stock pursuant to Section 6(a) of the Act and subsequent resales pursuant
thereto by certain persons, I hereby appoint and constitute Richard C. DeCook,
James P. Rowan and Juan D. Miyar, and each of them (with full power in each to
act alone), as my true and lawful agents and attorneys-in-fact, each with power
of substitution and full power and authority to act for me in any and all
capacities for the purposes of signing my name as an officer or director of The
Wackenhut Corporation to, and filing with the Securities and Exchange
Commission, the above-referenced Registration Statement, any amendment or
amendments to it, and any exhibit or other document related thereto or required
in connection therewith, and I ratify and confirm all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue of this appointment and authorization.
IN WITNESS WHEREOF, I have executed this instrument this 29th day of
April, 1995.
/s/ Edward L. Hennessy, Jr.
-----------------------------
Name: Edward L. Hennessy, Jr.
Title: Director
Signed, sealed and delivered
in the presence of:
/s/ James P. Rowan
- ----------------------------
Witness
/s/ T. Hand
- ----------------------------
Witness
<PAGE> 9
POWER OF ATTORNEY
In connection with the filing with the Securities and Exchange
Commission by The Wackenhut Corporation, a Florida corporation, of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Act"), relating to a public offering of shares of its outstanding common
stock pursuant to Section 6(a) of the Act and subsequent resales pursuant
thereto by certain persons, I hereby appoint and constitute Richard C. DeCook,
James P. Rowan and Juan D. Miyar, and each of them (with full power in each to
act alone), as my true and lawful agents and attorneys-in-fact, each with power
of substitution and full power and authority to act for me in any and all
capacities for the purposes of signing my name as an officer or director of The
Wackenhut Corporation to, and filing with the Securities and Exchange
Commission, the above-referenced Registration Statement, any amendment or
amendments to it, and any exhibit or other document related thereto or required
in connection therewith, and I ratify and confirm all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue of this appointment and authorization.
IN WITNESS WHEREOF, I have executed this instrument this 29th day of
April, 1995.
/s/ Richard G. Capen, Jr.
---------------------------
Name: Richard G. Capen, Jr.
Title: Director
Signed, sealed and delivered
in the presence of:
/s/ James P. Rowan
- ----------------------------
Witness
/s/ T. Hand
- ----------------------------
Witness
