<PAGE> 1
As filed with the Securities and Exchange Commission on June 15, 1998
Registration Number 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
CHICAGO TITLE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction of 36-4217886
incorporation (I.R.S. Employer
or organization) Identification Number)
171 North Clark Street
Chicago, Illinois
(Address of Principal Executive 60601-3294
Offices) (Zip Code)
CHICAGO TITLE CORPORATION 1998 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
Paul T. Sands, Jr., Esq.
Chicago Title Corporation
171 North Clark Street
Chicago, Illinois 60601-3294
(312) 223-2000
(Name, address and telephone number of agent for service)
------------------
Copies to:
Aileen C. Meehan, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-8000
------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed
Maximum Proposed
Title Of Offering Maximum Amount Of
Securities To Amount To Be Price Per Aggregate Registration
Be Registered Registered Unit (1) Offering Price (1) Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$1.00 per
share 2,230,000 $49 $109,270,000 $32,234.65
================================================================================
</TABLE>
(1) Estimated for the sole purpose of computing the registration fee. Pursuant
to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum
offering price per unit is calculated as the average of the high and low
prices, reported by the New York Stock Exchange, Inc., of the common stock
of the registrant as of June 10, 1998.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following document filed with the Securities and Exchange
Commission by Chicago Title Corporation ("Chicago Title") (File No. 1-13995) is
incorporated herein by reference and made a part hereof:
Chicago Title's Registration Statement on Form 10, as amended, filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including the description of the Common Stock of
Chicago Title contained in such Registration Statement on Form 10; such
description is qualified in its entirety by reference to the (i)
Certificate of Incorporation of Chicago Title and (ii) By-Laws of Chicago
Title, filed as Exhibits 3.1 and 3.2, respectively, to this Registration
Statement, and any amendment or report filed for the purpose of updating
that description.
All documents filed by Chicago Title pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to 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 in this Registration Statement and to be part hereof from the date of
filing of such documents.
The consolidated financial statements of Chicago Title and Trust
Company ("CT&T") and its subsidiaries included in Chicago Title's Registration
Statement on Form 10 have been incorporated herein by reference in reliance upon
the report, also incorporated herein by reference, of KPMG Peat Marwick LLP,
independent certified public accountants, given on their authority as experts in
auditing and accounting.
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not Applicable.
ITEM 6. Indemnification of Directors and Officers.
Chicago Title is a Delaware corporation. Reference is made to
Section 145 of the Delaware General Corporation Law as to indemnification by
Chicago Title of its officers and directors. The general effect of such law is
to empower a corporation to indemnify any of its officers and directors against
certain expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person to be indemnified
in connection with certain actions, suits or proceedings (threatened, pending or
completed) if the
II-1
<PAGE> 4
person to be indemnified acted in good faith and in a manner he or she
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 or her conduct was unlawful.
Article Ninth of Chicago Title's Certificate of Incorporation (which
Certificate of Incorporation is incorporated by reference as Exhibit 3.1 to this
Registration Statement), provides for the indemnification of Chicago Title's
officers and directors in accordance with the Delaware General Corporation Law,
and includes, as permitted by the Delaware General Corporation Law, certain
limitations on the potential personal liability of members of Chicago Title's
Board of Directors for monetary damages as a result of actions taken in their
capacity as Board members.
The directors and officers of Chicago Title are covered by insurance
policies indemnifying them against certain liabilities arising under the
Securities Act, which might be incurred by them in such capacities.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
The documents listed hereunder are filed as exhibits hereto.
Exhibit Number Description
- -------------- -----------
3.1 Certificate of Incorporation of Chicago Title, as filed
with the Secretary of State of the State of Delaware on
March 26, 1998, filed as Exhibit 3.1 to Chicago Title's
Registration Statement on Form 10, is incorporated
herein by reference.
3.2 By-Laws of Chicago Title, filed as Exhibit 3.2 to
Chicago Title's Registration Statement on Form 10, are
incorporated herein by reference.
5 Opinion and Consent of Dewey Ballantine LLP.
23.1 Consent of Dewey Ballantine LLP (included in Exhibit 5
hereto).
23.2 Consent of KPMG Peat Marwick LLP.
99 Chicago Title Corporation 1998 Long-Term Incentive Plan.
II-2
<PAGE> 5
ITEM 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; 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;
provided, however, that paragraphs (a)(1)(i) and (a)(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 with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a
II-3
<PAGE> 6
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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<PAGE> 7
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 New York, State of New York, on the 15th day of June,
1998.
CHICAGO TITLE CORPORATION
By: /s/ Peter R. Sismondo
----------------------------------
Peter R. Sismondo
President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: June 15, 1998 By: /s/ John J. Burns, Jr.
------------------------------
John J. Burns, Jr.
Director
Date: June 15, 1998 By: /s/ Robert M. Hart
------------------------------
Robert M. Hart
Director
Date: June 15, 1998 By: /s/ Peter R. Sismondo
------------------------------
Peter R. Sismondo
Director, President and Secretary
(Principal executive officer,
principal financial officer
and principal accounting officer)
<PAGE> 8
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
3.1 Certificate of Incorporation of Chicago Title, as filed
with the Secretary of State of the State of Delaware on
March 26, 1998, filed as Exhibit 3.1 to Chicago Title's
Registration Statement on Form 10, is incorporated
herein by reference.
3.2 By-Laws of Chicago Title, filed as Exhibit 3.2 to
Chicago Title's Registration Statement on Form 10, are
incorporated herein by reference.
5 Opinion and Consent of Dewey Ballantine LLP.
23.1 Consent of Dewey Ballantine LLP (included in Exhibit 5
hereto).
23.2 Consent of KPMG Peat Marwick LLP.
99 Chicago Title Corporation 1998 Long-Term Incentive Plan.
<PAGE> 1
Exhibit 5
DEWEY BALLANTINE LLP
1301 Avenue of the Americas
New York 10019-6092
TEL 212 259-8000 FAX 212 259-6333
June 15, 1998
Chicago Title Corporation
171 North Clark Street
Chicago, Illinois 60601
Re: Registration Statement on Form S-8 Filed with the Securities and
Exchange Commission on June 15, 1998
Gentlemen:
We are acting as counsel for Chicago Title Corporation, a Delaware
corporation ("Chicago Title"), in connection with the registration by Chicago
Title under the Securities Act of 1933, as amended (the "Act"), of 2,230,000
shares of common stock, par value $1.00 per share (the "Shares"), to be offered
pursuant to the Chicago Title Corporation 1998 Long-Term Incentive Plan (the
"1998 Plan") under the Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "Registration Statement").
We are familiar with the proceedings of Chicago Title relating to
the authorization and issuance of the Shares. In addition, we have made such
further examinations of law and fact as we have deemed appropriate in connection
with the opinion hereinafter set forth. We express no opinion as to the law of
any jurisdiction other than the laws of the State of New York and the corporate
laws of the State of Delaware.
Based upon the foregoing, we are of the opinion that the Shares to
be offered pursuant to the 1998 Plan have been duly authorized and, when issued
in accordance with the resolutions of the Board of Directors of Chicago Title
authorizing such issuance, will be validly issued, fully paid and nonassessable.
<PAGE> 2
Chicago Title Corporation
June 15, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or under the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Chicago Title Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm as experts in the registration statement.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
June 15, 1998
<PAGE> 1
Exhibit 99
CHICAGO TITLE CORPORATION
1998 LONG-TERM INCENTIVE PLAN
ARTICLE 1.
GENERAL
1.1 Purpose. The purpose of the Chicago Title Corporation 1998 Long-Term
Incentive Plan (the "Plan") is to promote the longer-term financial success of
Chicago Title Corporation (the "Corporation") by (i) attracting, retaining and
rewarding individuals who can and do contribute to such success; (ii) motivating
Participants, by means of appropriate incentives, to achieve long-range goals;
and (iii) further identifying Participants' interests with those of the
Corporation's other shareholders through compensation that is based on the
Corporation's Common Stock.
1.2 Administration of the Plan. The Plan shall be administered by the
Compensation Committee of the Board (the "Committee"). The Committee shall be
selected by the Board, and shall consist of two or more members of the Board.
The Committee's powers and authority include, but are not limited to, selecting
from among the Eligible Individuals those persons who shall receive Awards;
determining the types and terms and conditions of all Awards granted; permitting
transferability of Awards to third parties; interpreting the Plan's provisions;
and administering the Plan in a manner that is consistent with its purpose. Any
interpretation of the Plan by the Committee and any decision made by it under
the Plan is final and binding. Except to the extent prohibited by applicable law
or the applicable rules of a stock exchange, the Committee may allocate all or
any portion of its responsibilities and powers to any one or more of its members
and may delegate all or any part of its responsibilities and powers to any
person or persons selected by it. Any such allocation or delegation may be
revoked by the Committee at any time.
1.3 Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
Eligible Individuals, those persons who will be granted one or more Awards under
the Plan, and thereby become participants ("Participants") in the Plan. In the
discretion of the Committee, a Participant may be granted any Award permitted
under the provisions of the Plan.
1.4 Effective Date and Term of Plan. The Plan shall be effective as of the date
that it is approved by Alleghany Corporation, as the sole shareholder of the
Corporation (the "Effective Date"). No Awards may be granted under the Plan
after the close of business on April 30, 2003.
1.5 Defined Terms. Capitalized terms in the Plan shall be as defined in the Plan
(including the definition provisions of Article 8 of the Plan).
<PAGE> 2
ARTICLE 2.
TYPES OF AWARDS
2.1 General. An Award may be granted singularly, in combination with another
Award(s) or in tandem whereby exercise or vesting of one Award held by a
Participant cancels another Award held by the Participant. Awards may be granted
as alternatives to or replacement of awards outstanding under the Plan, or any
other plan or arrangement of the Corporation or a Related Company (including a
plan or arrangement of a business or entity, all or a portion of which is
acquired by the Corporation or a Related Company). Every Award shall be subject
to such conditions, restrictions and contingencies as the Committee shall
determine. These may include completion of specified periods of continuous
service in the employ of the Corporation or its Related Companies and/or the
achievement of specified business and/or personal performance goals, and may
provide for the forfeiture of all or any portion of such Award in specified
circumstances. The Committee may also specify by whom and/or in what manner the
accomplishment of such performance goals (if any) shall be determined.
2.2 Certain Qualifying Awards. The Committee, in its sole discretion, may grant
an Award to any Participant who is a key employee of the Corporation or a member
of its affiliated group (as defined in Section 1504 of the Code) with the intent
that such Award qualifies as "performance-based compensation" under Section
162(m) of the Code, as amended (a "Qualifying Award"). The right to receive (or
retain) any Award granted as a Qualifying Award, other than Options and Stock
Appreciation Rights granted at Option Prices and Exercise Prices, respectively,
of not less than 100% of Fair Market Value on the date of grant, shall be
conditional upon the achievement of performance goals established by the
Committee in writing at the time such award is granted. Such performance goals,
which may vary from Participant to Participant and from Qualifying Award to
Qualifying Award, shall be based upon the attainment of specific amounts of, or
increases or decreases in, one or more of the following: revenues, market share,
title losses, claims ratios, expense ratios, paid losses, contribution margins,
reserves, return on expenses, operating income, cash flow, income before income
taxes, net income, earnings or earnings per share, net worth, stockholders'
equity, market value, return on equity or assets or total return to
stockholders, whether applicable to the Corporation or any relevant subsidiary
or business unit or entity in which the Corporation has a significant
investment, or any other company or companies, or any combination thereof as the
Committee may deem appropriate. Prior to the payment of any Award granted as a
Qualifying Award, the Committee shall certify in writing that the performance
goals applicable to the Qualifying Award were satisfied.
The maximum amount which may be granted as Qualifying Awards to any Participant
in any calendar year shall not in the aggregate exceed (i) Common Stock-based
Awards (pursuant to Sections 2.3, 2.4 and 2.5 hereof), 150,000 shares of Common
Stock (whether payable in cash or Common Stock), subject to adjustment as
provided in Section 3.2 hereof, and (ii) for awards
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payable in cash, a Tax Bonus payable with respect to the Common Stock-based
Awards described in clause (i), and cash payments (other than Tax Bonuses) of
$1,000,000.
2.3 Options.
(a) The grant of an option (an "Option") entitles the Participant to
purchase shares of Common Stock at an exercise price per share which is
specified by the Committee (the "Option Price").
(b) Upon exercise of an Option, the Option Price may be paid by means of a
cash payment or such other means as the Committee may from time to time
permit, including (i) tendering (either actually or by attestation) shares
of Common Stock purchased upon exercise of the Option, with such shares
valued at Fair Market Value at the time of exercise, (ii) authorizing a
third party to sell shares of Common Stock (or a sufficient portion
thereof) acquired upon exercise of the Option and to remit to the
Corporation a sufficient portion of the sale proceeds to pay for all the
shares of Common Stock acquired through such exercise or (iii) any
combination of the above.
(c) The Corporation may, if the Committee so determines, accept the
surrender by a Participant, or the personal representative of a
Participant, of an Option, in consideration of a payment by the
Corporation equal to the difference obtained by subtracting the aggregate
Option Price from the aggregate Fair Market Value of the Common Stock
covered by the Option on the date of such surrender, such payment to be in
cash, or, if the Committee so provides, in shares of Common Stock valued
at Fair Market Value on the date of such surrender, or partly in shares of
Common Stock and partly in cash.
(d) An Option granted by the Committee to a Participant who is a key
employee of the Corporation and its subsidiaries (within the meaning of
Section 424(f) of the Code) may be designated as an ISO. The terms of any
Option granted as an ISO shall comply in all respects with the provisions
of Section 422 of the Code.
2.4 Stock Appreciation Rights. A stock appreciation right (a "Stock Appreciation
Right") is a right to receive a payment equal to the excess of the aggregate
Fair Market Value at time of exercise of a specified number of shares of Common
Stock over the aggregate exercise price of the Stock Appreciation Rights being
exercised. Such payment shall be made in cash, or, if the Committee so provides,
in shares of Common Stock valued at Fair Market Value on the date of exercise of
the Stock Appreciation Right, or partly in shares of Common Stock and partly in
cash. The Committee shall establish an exercise price in connection with each
grant of a Stock Appreciation Right (the "Exercise Price").
2.5 Stock Awards. A stock award ("Stock Award") is a grant of shares of Common
Stock or of a right to receive shares of Common Stock (or their cash equivalent
or a combination of both) in the future.
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2.6 Cash Awards. A cash award ("Cash Award") is a right denominated in cash or
cash units to receive a payment, which may be in the form of cash, shares of
Common Stock or a combination of both, in the future.
2.7 Tax Bonuses. The Committee is authorized, subject to limitations under
applicable law, to grant Tax Bonuses to Participants. The Committee shall
determine the terms and conditions of such Awards of Tax Bonuses.
2.8 Agreements. An Award under the Plan may, in the Committee's discretion, be
evidenced by an agreement (the "Agreement"), which may contain such terms and
conditions as may be approved by the Committee, and shall be executed by an
officer on behalf of the Corporation and by the Participant.
ARTICLE 3.
SHARES SUBJECT TO THE PLAN
3.1 Maximum Shares Available for Delivery Subject to adjustment as provided in
Section 3.2 hereof, the maximum number of shares of Common Stock that may be
delivered to Participants and their beneficiaries under the Plan shall be
2,230,000 shares of Common Stock, of which (i) a maximum of 1,580,000 shares may
be issued in connection with Awards granted pursuant to Sections 2.3 and 2.4
(relating to Options and Stock Appreciation Rights) and (ii) a maximum of
650,000 shares may be issued in connection with Awards granted pursuant to
Section 2.5 (relating to Stock Awards). In addition, any shares of Common Stock
granted under the Plan which are forfeited back to the Corporation because of
the failure to meet an Award contingency or condition shall again be available
for delivery pursuant to new Awards granted under the Plan. Any shares of Common
Stock covered by an Award (or portion of an Award) granted under the Plan which
is forfeited or canceled, expires or is settled in cash, shall be deemed not to
have been delivered for purposes of determining the maximum number of shares of
Common Stock available for delivery under the Plan. Likewise, if any Option is
exercised by tendering shares of Common Stock, either actually or by
attestation, to the Corporation as full or partial payment in connection with
the exercise of an Option under this Plan, only the number of shares of Common
Stock issued net of the shares of Common Stock tendered shall be deemed
delivered for purposes of determining the maximum number of shares of Common
Stock available for delivery under the Plan. Similarly, if an Option shall be
surrendered as provided in Section 2.3(c) hereof, only the number of shares of
Common Stock (if any) paid in consideration of such surrender, but not the
shares which had been covered by the Option, shall be deemed delivered for
purposes of determining the maximum number of shares of Common Stock available
for delivery under the Plan. Shares of Common Stock to be delivered or purchased
under the Plan may be either authorized but unissued shares of Common Stock or
shares of Common Stock held by the Corporation as treasury shares.
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<PAGE> 5
3.2 Changes in Capital Structure. In the event of any corporate transaction
involving the Corporation (including, without limitation, any subdivision or
combination or exchange of the outstanding shares of Common Stock, stock
dividend, stock split, spin-off, split-off, recapitalization, capital
reorganization, liquidation, reclassification of shares of Common Stock, merger,
consolidation, extraordinary cash dividend, or sale, lease or transfer of
substantially all of the assets of the Corporation), the Committee shall make
such equitable adjustments as it may deem appropriate in the Plan and the Awards
thereunder. Action by the Committee may include adjustment of: (i) the number
and kind of shares which may be delivered under the Plan; (ii) the number and
kind of shares subject to outstanding Awards; (iii) the maximum number of shares
of Common Stock with respect to which Qualifying Awards may be granted to any
Participant in any calendar year under Section 2.2 hereof; and (iv) the Option
Prices of outstanding Options and the Exercise Prices of outstanding Stock
Appreciation Rights; as well as any other adjustments that the Committee
determines to be equitable.
3.3 Change in Control. In the event of a Change in Control, all outstanding
Options and Stock Appreciation Rights shall become immediately exercisable in
full, and any Stock Awards shall immediately vest or shall become immediately
payable in full.
3.4 Tender Offers and Exchange Offers. In the event of any tender offer or
exchange offer, by any person other than the Corporation, for shares of Common
Stock, the Committee may make such adjustments in outstanding Awards and
authorize such further action as it may deem appropriate to enable the
recipients of outstanding Awards to avail themselves of the benefits of such
offer, including, without limitation, acceleration of the exercise date of
outstanding Options and/or Stock Appreciation Rights so that they become
immediately exercisable in whole or in part, or offering to acquire all or any
portion of specified categories of Options for a price determined pursuant to
Section 2.3(c) hereof, or acceleration of the payment of outstanding Awards
payable, in whole or in part, in shares of Common Stock.
3.5 Limitation on Discretion to Make Adjustments. Notwithstanding any provision
of this Article 3 to the contrary, no adjustment shall be made in (a) any
outstanding Qualifying Award to the extent that such adjustment would adversely
affect the status of that Qualifying Award as "performance-based compensation"
under Section 162(m) of the Code or (b) any Award to the extent that such
adjustment would cause the Plan to violate Section 422(b)(1) of the Code with
respect to ISOs.
ARTICLE 4.
MISCELLANEOUS
4.1 Form and Time of Elections. Unless otherwise specified herein, each election
required or permitted to be made by a Participant or other person entitled to
benefits under the Plan, and any permitted modification or revocation thereof,
shall be in writing filed with the Committee at such
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<PAGE> 6
times, in such form, and subject to such restrictions and limitations as the
Committee shall require.
4.2 Limitation of Implied Rights.
(a) No Eligible Individual shall have any claim or right to be granted any
Award under the Plan.
(b) A Participant shall have no rights as a holder of Common Stock by
reason of Awards under the Plan, unless and until certificates for shares
of Common Stock are issued to the Participant or the issuance of such
shares of Common Stock is effected on a non-certificate basis.
(c) Neither the Plan nor any action taken thereunder shall be construed as
giving any employee any right to be retained in the employ of the
Corporation or any subsidiary.
4.3 Costs and Expenses. All costs and expenses incurred in administering the
Plan shall be borne by the Corporation.
4.4 Unfunded Plan. The Plan shall be unfunded. The Corporation shall not be
required to establish any special or separate fund nor to make any other
segregation of assets to assure the payment of any Award under the Plan.
4.5 Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.
4.6 Limits on Transferability; Beneficiaries. No Award or other right or
interest of a Participant under the Plan shall be pledged, encumbered, or
hypothecated to, or in favor of, or subject to any lien, obligation, or
liability of such Participant to, any party other than the Corporation or any
Related Company, or assigned or transferred by such Participant otherwise than
by will or the laws of descent and distribution, and such Awards and rights
shall be exercisable during the lifetime of the Participant only by the
Participant or his or her guardian or legal representative. Notwithstanding the
foregoing, the Committee may, in its discretion, provide that Awards or other
rights or interests of a Participant granted pursuant to the Plan (other than an
ISO) be transferable, without consideration, to immediate family members (i.e.,
children, grandchildren or spouse), to trusts for the benefit of such immediate
family members and to partnerships in which such family members are the only
partners. The Committee may attach to such transferability feature such terms
and conditions as it deems advisable. In addition, a Participant may, in the
manner established by the Committee, designate a beneficiary (which may be a
person or a trust) to exercise the rights of the Participant, and to receive any
distribution, with respect to any Award upon the death of the Participant. A
beneficiary, guardian, legal representative or other person claiming any rights
under the Plan from or through
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<PAGE> 7
any Participant shall be subject to all terms and conditions of the Plan and any
Award Agreement applicable to such Participant, except as otherwise determined
by the Committee, and to any additional restrictions deemed necessary or
appropriate by the Committee.
ARTICLE 5.
PLAN AMENDMENT AND TERMINATION
5.1 Amendment, Modification and Termination. The Board or the Committee may at
any time and from time to time alter, amend, suspend or terminate the Plan in
whole or in part.
5.2 Awards Previously Granted. No termination, amendment or modification of the
Plan shall adversely affect in any material way any Award previously granted
under the Plan, without the written consent of the Participant holding such
Award.
ARTICLE 6.
AWARD SETTLEMENTS AND PAYMENTS
6.1 Payments. Awards may be settled through cash payments, the delivery of
shares of Common Stock, the granting of replacement Awards, or any combination
thereof as the Committee shall determine. No fractional shares of Common Stock
shall be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine whether cash shall be paid or transferred in lieu of
any fractional shares of Common Stock, or whether such fractional shares of
Common Stock or any rights thereto shall be canceled. Any Award settlement,
including payment deferrals, may be subject to such conditions, restrictions and
contingencies as the Committee shall determine. The Committee may permit or
require the deferral of any Award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting
of interest, or dividend equivalents, including converting such credits into
deferred Common Stock equivalents.
6.2 Limit on Distribution. Distribution of shares of Common Stock or other
amounts under the Plan shall be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Corporation shall
have no liability to deliver any shares of Common Stock under the Plan or
make any other distribution of benefits under the Plan unless such
delivery or distribution would comply with all applicable laws (including,
without limitation, the requirements of the Securities Act of 1933), and
the applicable requirements of any securities exchange or similar entity.
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(b) To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of shares of Common Stock, the
issuance may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock
exchange.
6.3 Tax Withholding. Whenever the Corporation proposes or is required to
distribute Common Stock under the Plan, the Corporation may require the
recipient to remit to the Corporation an amount sufficient to satisfy any
Federal, state and local tax withholding requirements prior to the issuance of
such shares or, in the discretion of the Committee, the Corporation may permit
to be delivered, or may withhold from the shares to be delivered, shares
sufficient to satisfy all or a portion of such tax withholding requirements.
Whenever under the Plan payments are to be made in cash, such payments may be
net of an amount sufficient to satisfy any Federal, state and local tax
withholding requirements.
ARTICLE 7.
GOVERNING LAW
7.1 Law Governing. The validity and construction of the Plan and any Agreements
entered into hereunder shall be governed by the laws of the State of Delaware.
ARTICLE 8.
DEFINED TERMS
8.1 Definitions. For purposes of the Plan, the terms listed below shall be
defined as follows:
(a) Award. The term "Award" means any award or benefit granted to any
Participant under the Plan, including, without limitation, the grant of
Options (including ISOs), Stock Appreciation Rights, Stock Awards, Cash
Awards and Tax Bonuses.
(b) Board. The term "Board" means the Board of Directors of the
Corporation.
(c) Change in Control. The term "Change in Control" of the Corporation
means:
(i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of fifty percent
(50%) or more of either (A) the then outstanding shares of
capital stock of the Corporation (the "Outstanding
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Corporation Capital Stock") or (B) the combined voting power
of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors (the
"Corporation Voting Securities") in a tender offer or exchange
offer made to all of the stockholders of the Corporation
(provided, however, that a Change in Control shall not include
any of the following transactions: (1) any acquisition by or
from the Corporation or any of its subsidiaries, (2) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Corporation or any of its
subsidiaries, or (3) any acquisition by any corporation with
respect to which, following such acquisition, more than fifty
percent (50%) of the then outstanding shares of capital stock
of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding
Corporation Capital Stock and Corporation Voting Securities
immediately prior to such acquisition, in substantially the
same proportion as their ownership immediately prior to such
acquisition of the Outstanding Corporation Capital Stock and
Corporation Voting Securities, as the case may be); or
(ii) Approval by the stockholders of the Corporation of a
reorganization, merger or consolidation (a "Business
Combination") with respect to which all or substantially all
of the individuals and entities who were the respective
beneficial owners of the Outstanding Corporation Capital Stock
and Corporation Voting Securities immediately prior to such
Business Combination will not, following such Business
Combination, beneficially own, directly or indirectly, more
than fifty percent (50%) of, respectively, the then
outstanding shares of capital stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the corporation resulting from the Business
Combination, in substantially the same proportion as their
ownership immediately prior to such Business Combination of
the Outstanding Corporation Capital Stock and Corporation
Voting Securities, as the case may be; or
(iii) Approval by the stockholders of the Corporation of a
sale or other disposition of all or substantially all of the
assets of the Corporation, other than to a corporation with
respect to which, following such sale or disposition, more
than fifty percent (50%) of, respectively, the then
outstanding shares of capital stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors is then owned
beneficially, directly or indirectly, by all or
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substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding
Corporation Capital Stock and Corporation Voting Securities
immediately prior to such sale or disposition, in
substantially the same proportion as their ownership
immediately prior to such sale or disposition of the
Outstanding Corporation Capital Stock and Corporation Voting
Securities, as the case may be; or
(iv) Approval by the stockholders of the Corporation of a
complete liquidation or dissolution of the Corporation.
(d) Code. The term "Code" means the Internal Revenue Code of 1986,
as amended. A reference to any provision of the Code shall include
reference to any successor provision of the income tax laws.
(e) Common Stock. The term "Common Stock" means shares of common
stock of the Corporation, par value $1.00 per share.
(f) Eligible Individual. The term "Eligible Individual" means any
director or employee of the Corporation or a Related Company, and
any other person providing services to the Corporation or a Related
Company.
(g) Fair Market Value. The "Fair Market Value" of the Common Stock
on a particular date is the mean of the high and low sales price of
a share of Common Stock on such date as reported on the stock
exchange or market on which the Common Stock is primarily traded, or
if no sale is made on such date, the weighted average of the mean of
the high and low sales prices of a share of Common Stock on the next
preceding day and the next succeeding day on which such sales were
made as reported on the stock exchange or market on which the Common
Stock is primarily traded.
(h) ISO. The term "ISO" means any Option designated as an incentive
stock option within the meaning of Section 422 of the Code.
(i) Related Company. The term "Related Company" means (i) any
corporation during any period in which the Corporation owns,
directly or indirectly, at least fifty percent (50%) of the voting
power of all classes of stock of the entity entitled to vote; and
(ii) any partnership, joint venture or other entity during any
period in which at least fifty percent (50%) of the voting or
profits interest is owned, directly or indirectly, by the
Corporation, or by any entity that is a Related Company by reason of
clause (i) next above.
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(j) Tax Bonus. The term "Tax Bonus" means a payment in cash, in the
year in which an amount is included in the gross income of a
Participant in respect of an Award, of an amount equal to the
federal, foreign, if any, and applicable state and local income and
employment tax liabilities payable by the Participant as a result of
(i) the amount included in gross income in respect of the Award
(without regard to the Tax Bonus) and (ii) the amount of the Tax
Bonus. For purposes of determining the amount to be paid to the
Participant pursuant to the preceding sentence, the Participant
shall be deemed to pay federal, foreign, if any, and state and local
income taxes at the highest marginal rate of tax imposed upon
ordinary income for the year in which an amount in respect of the
Award is included in gross income, after giving effect to any
deductions therefrom or credits available with respect to the
payment of any such taxes.
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