<PAGE>
As filed with the Securities and Exchange Commission on April 1, 1999.
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PENTON MEDIA, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-2875386
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1100 Superior Avenue, Cleveland, Ohio 44114
(Address of Principal Executive Offices Including Zip Code)
1998 EQUITY AND PERFORMANCE INCENTIVE PLAN
(Full Title of the Plans)
Preston L. Vice
Senior Vice President
Penton Media, Inc.
1100 Superior Avenue
Cleveland, Ohio 44114
(Name and Address of Agent For Service)
Telephone: (216) 696-7000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Title of Proposed Maxi- Proposed Maxi- Amount of
Securities to Amount to be mum Offering mum Aggregate Registration
be Registered Registered (1) Price Per Share (2) Offering Price (2) Fee
======================================================================================================
======================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $0.01 2,500,000 $21.53125 $53,828,125 $14,964.22
par value per share
======================================================================================================
</TABLE>
(1) Pursuant to Rule 416(c) of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Common
Stock, $0.01 par value per share (the "Common Stock") as may become
issuable pursuant to the anti-dilution provisions of the Penton Media, Inc.
1998 Equity and Performance Incentive Plan (the "Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of the
high and low sale prices of such securities on the New York Stock Exchange
on March 26, 1999, within five business days prior to filing.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act. These documents and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Part II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by Penton Media, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998; and
(b) the description of the Common Stock of the Registrant contained in the
Registration Statement on Form 8-A/A, as filed with the Commission on
March 30, 1999, pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") for purposes of registering such securities
thereunder, as such Registration Statement may have been and may be
amended from time to time.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which de-registers all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the "DGCL") contains
provisions permitting (and, in some situations, requiring) Delaware corporations
such as the Registrant to provide indemnification to their officers and
directors for losses and litigation expense incurred in connection with, among
other things, their service to the corporation in those capacities. The
Certificate of Incorporation contains provisions requiring indemnification by
the Registrant of its directors, officers and employees to the fullest extent
permitted by law. Among other things, these provisions provide that the
Registrant is required to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including any action by or in the right of the Registrant) (a "Proceeding") by
reason of the fact that he is or was a director, officer or employee of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer or employee of another corporation, partnership, joint venture, trust or
other enterprise (including service with respect to any employee benefit plan)
against expenses (including
<PAGE>
attorneys' fees), judgments, fines, excise taxes under the Employee Retirement
Income Security Act of 1974, as amended, penalties and amounts paid in
settlement actually and reasonably incurred by him in connection with such
Proceeding to the fullest extent permitted by the DGCL, as the same exists or
may be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Registrant to provide broader indemnification rights
than such law permitted the Registrant to provide prior to such amendment).
These provisions also provide for the advance payment of fees and expenses
reasonably incurred by the director, officer or employee in defense of any such
Proceeding, subject to reimbursement by the director, officer or employee if it
is ultimately determined that such director, officer or employee is not entitled
to be indemnified by the Registrant. The Registrant has entered into agreements
with its directors providing contractually for indemnification consistent with
the Certificate of Incorporation and Bylaws. In addition, the Certificate of
Incorporation authorizes the Registrant to purchase insurance for its directors,
officers and employees insuring them against certain risks as to which the
Registrant may be unable lawfully to indemnify them. The Registrant has obtained
this insurance coverage for its directors, officers and employees as well as
insurance coverage to reimburse the Registrant for potential costs of its
corporate indemnification of directors, officers and employees.
Item 7. Exemption from Registration Claims
----------------------------------
Not Applicable.
Item 8. Exhibits
--------
4.1 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant's Registration Statement No. 333-56877
on Form S-1, dated August 5, 1998, and incorporated herein by
reference).
4.2 Amended and Restated By-laws of the Registrant (filed as Exhibit
3.2 to the Registrant's Registration Statement No. 333-56877 on Form
S-1, dated August 5, 1998, and incorporated herein by reference).
4.3 Penton Media, Inc. 1998 Equity and Performance Incentive Plan.
5 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel -- See Exhibit 5.
24 Power of Attorney.
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
<PAGE>
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
-----------------
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be in the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer 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
of 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.
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 Cleveland, State of Ohio, on April 1, 1999.
<PAGE>
PENTON MEDIA, INC.
By: /s/ PRESTON L. VICE
------------------------------
Name: Preston L. Vice
Title: Senior Vice President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 1st day of April, 1999.
Signature Title
- --------- -----
* Chief Executive Officer and Director
- ------------------------ (Principal Executive Officer)
Thomas L. Kemp
* Chief Financial Officer
- ------------------------ (Principal Financial Officer)
Joseph NeCastro
* Vice President/Controller
- ------------------------ (Controller or Principal Accounting Officer)
Charles T. Griesemer
* Director
- ------------------------
William C. Donohue
* Director
- ------------------------
Anthony Downs
* Director
- ------------------------
William J. Friend
* Director
- ------------------------
Joan W. Harris
* Director
- ------------------------
King Harris
* Director
- ------------------------
John J. Meehan
* Director
- ------------------------
Daniel J. Ramella
<PAGE>
* Director
- ------------------------
Edward J. Schwartz
* Director
- ------------------------
Don E. Schultz
* Director
- ------------------------
Richard B. Swank
*This Registration Statement has been signed on behalf of the above
officers and directors by Preston L. Vice, as attorney-in-fact pursuant to a
power of attorney filed as Exhibit 24 to this Registration Statement.
DATED: April 1, 1999 By: /s/ PRESTON L. VICE
----------------------
Preston L. Vice
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
-------------
4.1 Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.1 to the Registrant's Registration
Statement No. 333-56877 on Form S-1, dated August 5, 1998,
and incorporated herein by reference).
4.2 Amended and Restated By-laws of the Registrant (filed as
Exhibit 3.2 to the Registrant's Registration Statement No.
333-56877 on Form S-1, dated August 5, 1998, and
incorporated herein by reference).
4.3 Penton Media, Inc. 1998 Equity and Performance Incentive
Plan.
5 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel -- See Exhibit 5.
24 Power of Attorney.
<PAGE>
Exhibit 4.3
PENTON MEDIA, INC.
1998 EQUITY AND PERFORMANCE INCENTIVE PLAN
1. Purpose. The purpose of the Penton Media, Inc. 1998 Equity and
Performance Incentive Plan is to attract and retain officers and other employees
for Penton Media, Inc., a Delaware corporation, and its Subsidiaries and to
provide to such persons incentives and rewards for superior performance.
2. Definitions. As used in this Plan,
"Appreciation Right" means a right granted pursuant to Section
5 of this Plan, and shall include both Tandem Appreciation Rights and Free-
Standing Appreciation Rights.
"Base Price" means the price to be used as the basis for
determining the Spread upon the exercise of a Free-Standing Appreciation Right
and a Tandem Appreciation Right.
"Board" means the Board of Directors of the Company and, to the
extent of any delegation by the Board to a committee (or subcommittee thereof)
pursuant to Section 15 of this Plan, such committee (or subcommittee).
"Change of Control" shall have the meaning provided in Section 11
of this Plan.
"Code" means the Internal Revenue Code of 1986, as amended from
time to time.
"Common Stock" means the Common Stock, par value $.01 per share,
of the Company or any security into which such Common Stock may be changed by
reason of any transaction or event of the type referred to in Section 10 of this
Plan.
"Company" means Penton Media, Inc., a Delaware corporation.
"Covered Employee" means a Participant who is, or is determined
by the Board to be likely to become, a "covered employee" within the meaning of
Section 162(m) of the Code (or any successor provision).
"Date of Grant" means the date specified by the Board on which
a grant of Option Rights, Appreciation Rights, Performance Shares or Performance
Units or a grant or sale of Restricted Shares or Deferred Shares shall become
effective (which date shall not be earlier than the date on which the Board
takes action with respect thereto).
"Deferral Period" means the period of time during which Deferred
Shares are subject to deferral limitations under Section 7 of this Plan.
"Deferred Shares" means an award made pursuant to Section 7 of
this Plan of the right to receive shares of Common Stock at the end of a
specified Deferral Period.
"Director" means a member of the Board of Directors of the
Company.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as such law, rules and
regulations may be amended from time to time.
<PAGE>
"Free-Standing Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is not granted in tandem with an Option
Right.
"Incentive Stock Options" means Option Rights that are intended to
qualify as "incentive stock options" under Section 422 of the Code or any
successor provision.
"Management Objectives" means the measurable performance objective or
objectives established pursuant to this Plan for Participants who have received
grants of Performance Shares or Performance Units or, when so determined by the
Board, Option Rights, Appreciation Rights, Restricted Shares and dividend
credits pursuant to this Plan. Management Objectives may be described in terms
of Company-wide objectives or objectives that are related to the performance of
the individual Participant or of the Subsidiary, division, department, region or
function within the Company or Subsidiary in which the Participant is employed.
The Management Objectives may be made relative to the performance of other
corporations. The Management Objectives applicable to any award to a Covered
Employee shall be based on specified levels of or growth in one or more of the
following criteria:
1. cash flow/net assets ratio;
2. debt/capital ratio;
3. return on total capital;
4. return on equity;
5. earnings per share growth;
6. revenue growth; and
7. total return to shareholders.
If the Board determines that a change in the business, operations,
corporate structure or capital structure of the Company, or the manner in which
it conducts its business, or other events or circumstances render the Management
Objectives unsuitable, the Board may in its discretion modify such Management
Objectives or the related minimum acceptable level of achievement, in whole or
in part, as the Board deems appropriate and equitable, except in the case of a
Covered Employee where such action would result in the loss of the otherwise
available exemption of the award under Section 162(m) of the Code. In such
case, the Board shall not make any modification of the Management Objectives or
minimum acceptable level of achievement.
"Market Value per Share" means, as of any particular date, the fair
market value of the shares of Common Stock as determined by the Board.
"Optionee" means the optionee named in an agreement evidencing an
outstanding Option Right.
"Option Price" means the purchase price payable on exercise of an
Option Right.
"Option Right" means the right to purchase shares of Common Stock upon
exercise of an option granted pursuant to Section 4 of this Plan.
"Participant" means a person who is selected by the Board to receive
benefits under this Plan and who is at the time an officer, or other employee of
the Company or any one or more of its Subsidiaries, or who has agreed to
commence serving in any of such capacities within 90 days of the Date of Grant.
"Performance Period" means, in respect of a Performance Share or
Performance Unit, a period of time established pursuant to Section 8 of this
Plan within which the Management Objectives relating to such Performance Share
or Performance Unit are to be achieved.
"Performance Share" means a bookkeeping entry that records the
equivalent of one share of Common Stock awarded pursuant to Section 8 of this
Plan.
<PAGE>
"Performance Unit" means a bookkeeping entry that records a unit
equivalent to $1.00 awarded pursuant to Section 8 of this Plan.
"Plan" means this Penton Media, Inc. 1998 Equity and Performance
Incentive Plan.
"Reload Option Rights" means additional Option Rights granted
automatically to an Optionee upon the exercise of Option Rights pursuant to
Section 4(g) of this Plan.
"Restricted Shares" means shares of Common Stock granted or sold
pursuant to Section 6 of this Plan as to which neither the substantial risk of
forfeiture nor the prohibition on transfers referred to in such Section 6 has
expired.
"Rule 16b-3" means Rule 16b-3 under the Exchange Act (or any successor
rule to the same effect) as in effect from time to time.
"Spread" means the excess of the Market Value per Share on the date
when an Appreciation Right is exercised, or on the date when Option Rights are
surrendered in payment of the Option Price of other Option Rights, over the
Option Price or Base Price provided for in the related Option Right or Free-
Standing Appreciation Right, respectively.
"Subsidiary" means a corporation, company or other entity (i) more
than 50 percent of whose outstanding shares or securities (representing the
right to vote for the election of directors or other managing authority) are, or
(ii) which does not have outstanding shares or securities (as may be the case in
a partnership, joint venture or unincorporated association), but more than 50
percent of whose ownership interest representing the right generally to make
decisions for such other entity is, now or hereafter, owned or controlled,
directly or indirectly, by the Company except that for purposes of determining
whether any person may be a Participant for purposes of any grant of Incentive
Stock Options, "Subsidiary" means any corporation in which at the time the
Company owns or controls, directly or indirectly, more than 50 percent of the
total combined voting power represented by all classes of stock issued by such
corporation.
"Tandem Appreciation Right" means an Appreciation Right granted
pursuant to Section 5 of this Plan that is granted in tandem with an Option
Right.
"Voting Power" means at any time, the total votes relating to the
then-outstanding securities entitled to vote generally in the election of
Directors.
3. Shares Available Under this Plan. (a) Subject to adjustment as
provided in Section 3(b) and Section 10 of this Plan, the number of shares of
Common Stock that may be issued or transferred (i) upon the exercise of Option
Rights or Appreciation Rights, (ii) as Restricted Shares and released from
substantial risks of forfeiture thereof, (iii) as Deferred Shares, (iv) in
payment of Performance Shares or Performance Units that have been earned or (v)
in payment of dividend equivalents paid with respect to awards made under this
Plan shall not exceed in the aggregate 2,500,000 shares of Common Stock, plus
any shares described in Section 3(b). Such shares may be shares of original
issuance or treasury shares or a combination of the foregoing.
(b) The number of shares available in Section 3(a) above shall be
adjusted to account for shares relating to awards that expire, are forfeited or
are transferred, surrendered or relinquished upon the payment of any Option
Price by the transfer to the Company of shares of Common Stock or upon
satisfaction of any withholding amount. Upon payment in cash of the benefit
provided by any award granted under this Plan, any shares that were covered by
that award shall again be available for issue or transfer hereunder.
<PAGE>
(c) Notwithstanding anything in this Section 3, or elsewhere in this
Plan, to the contrary and subject to adjustment as provided in Section 10 of
this Plan, (i) the aggregate number of shares of Common Stock actually issued or
transferred by the Company upon the exercise of Incentive Stock Options shall
not exceed 2,500,000 shares of Common Stock; (ii) no Participant shall be
granted Option Rights and Appreciation Rights, in the aggregate, for more than
200,000 shares of Common Stock during any period of 1 year; and (iii) the number
of shares issued as Restricted Shares shall not in the aggregate exceed 200,000
shares of Common Stock.
(d) Notwithstanding any other provision of this Plan to the contrary,
in no event shall any Participant in any calendar year receive an award of
Performance Shares or Performance Units having an aggregate maximum value as of
their respective Dates of Grant in excess of $1,000,000.
4. Option Rights. The Board may, from time to time and upon such
terms and conditions as it may determine, authorize the granting to Participants
of options to purchase shares of Common Stock. Each such grant may utilize any
or all of the authorizations, and shall be subject to all of the requirements
contained in the following provisions:
(a) Each grant shall specify the number of shares of Common Stock to
which it pertains subject to the limitations set forth in Section 3 of this
plan.
(b) Each grant shall specify an Option Price per share. The Option
Price of an Incentive Stock Option may not be less than 100% of the Market Value
per Share on the Date of Grant as set by the Board on such date. The Option
Price of all other Option Rights may not be less than 85% of the Market Value
per Share on the Date of Grant as set by the Board on such date and may not be
less that the par value of a share of Common Stock.
(c) Each grant shall specify whether the Option Price shall be payable
(i) in cash or by check acceptable to the Company, (ii) by the actual or
constructive transfer to the Company of shares of Common Stock owned by the
Optionee for at least 6 months (or other consideration authorized pursuant to
Section 4(d)) having a value at the time of exercise equal to the total Option
Price, or (iii) by a combination of such methods of payment.
(d) The Board may determine, at or after the Date of Grant, that
payment of the Option Price of any Option Right (other than an Incentive Stock
Option) may also be made in whole or in part in the form of Restricted Shares or
other shares of Common Stock that are forfeitable or subject to restrictions on
transfer, Deferred Shares, Performance Shares (based, in each case, on the
Market Value per Share on the date of exercise), other Option Rights (based on
the Spread on the date of exercise) or Performance Units. Unless otherwise
determined by the Board at or after the Date of Grant, whenever any Option Price
is paid in whole or in part by means of any of the forms of consideration
specified in this Section 4(d), the shares of Common Stock received upon the
exercise of the Option Rights shall be subject to such risks of forfeiture or
restrictions on transfer as may correspond to any that apply to the
consideration surrendered, but only to the extent, determined with respect to
the consideration surrendered, of (i) the number of shares or Performance
Shares, (ii) the Spread of any unexercisable portion of Option Rights, or (iii)
the stated value of Performance Units.
(e) Any grant may provide for deferred payment of the Option Price
from the proceeds of sale through a broker on a date satisfactory to the Company
of some or all of the shares to which such exercise relates.
(f) Any grant may provide for payment of the Option Price, at the
election of the Optionee, in installments, with or without interest, upon terms
determined by the Board.
(g) Any grant may, at or after the Date of Grant, provide for the
automatic grant of Reload Option Rights to an Optionee upon the exercise of
Option Rights (including Reload Option Rights) using shares of Common Stock or
other consideration specified in Section 4(d). Reload Option
<PAGE>
Rights shall cover up to the number of shares of Common Stock, Deferred Shares,
Option Rights or Performance Shares (or the number of shares of Common Stock
having a value equal to the value of any Performance Units) surrendered to the
Company upon any such exercise in payment of the Option Price or to meet any
withholding obligations. Reload Options may have an Option Price that is no less
than that which represents the same percentage of the Market Value per Share at
the time of exercise of the Option Rights that the share Option Price
represented of the Market Value per Share at the time the Option Rights being
exercised were granted and shall be on such other terms as may be specified by
the Directors, which may be the same as or different from those of the original
Option Rights.
(h) Successive grants may be made to the same Participant whether or
not any Option Rights previously granted to such Participant remain unexercised.
(i) Each grant shall specify the period or periods of continuous
service by the Optionee with the Company or any Subsidiary that is necessary
before the Option Rights or installments thereof will become exercisable and may
provide for the earlier exercise of such Option Rights in the event of a Change
of Control.
(j) Any grant of Option Rights may specify Management Objectives that
must be achieved as a condition to the exercise of such rights.
(k) Option Rights granted under this Plan may be (i) options,
including, without limitation, Incentive Stock Options, that are intended to
qualify under particular provisions of the Code, (ii) options that are not
intended so to qualify, or (iii) combinations of the foregoing.
(l) The Board may, at or after the Date of Grant of any Option Rights
(other than Incentive Stock Options), provide for the payment of dividend
equivalents to the Optionee on either a current or deferred or contingent basis
or may provide that such equivalents shall be credited against the Option Price.
(m) The exercise of an Option Right shall result in the cancellation
on a share-for-share basis of any Tandem Appreciation Right authorized under
Section 5 of this Plan.
(n) No Option Right shall be exercisable more than 10 years from
the Date of Grant.
(o) Each grant of Option Rights shall be evidenced by an agreement
executed on behalf of the Company by an officer and delivered to the Optionee
and containing such terms and provisions, consistent with this Plan, as the
Board may approve.
5. Appreciation Rights. (a) The Board may authorize the granting
(i) to any Optionee, of Tandem Appreciation Rights in respect of Option Rights
granted hereunder, and (ii) to any Participant, of Free-Standing Appreciation
Rights. A Tandem Appreciation Right shall be a right of the Optionee,
exercisable by surrender of the related Option Right, to receive from the
Company an amount determined by the Board, which shall be expressed as a
percentage of the Spread (not exceeding 100 percent) at the time of exercise.
Tandem Appreciation Rights may be granted at any time prior to the exercise or
termination of the related Option Rights; provided, however, that a Tandem
Appreciation Right awarded in relation to an Incentive Stock Option must be
granted concurrently with such Incentive Stock Option. A Free-Standing
Appreciation Right shall be a right of the Participant to receive from the
Company an amount determined by the Board, which shall be expressed as a
percentage of the Spread (not exceeding 100 percent) at the time of exercise.
(b) Each grant of Appreciation Rights may utilize any or all of the
authorizations, and shall be subject to all of the requirements, contained in
the following provisions:
<PAGE>
(i) Any grant may specify that the amount payable on
exercise of an Appreciation Right may be paid by the Company in cash,
in shares of Common Stock or in any combination thereof and may either
grant to the Participant or retain in the Board the right to elect
among those alternatives.
(ii) Any grant may specify that the amount payable on
exercise of an Appreciation Right may not exceed a maximum specified
by the Board at the Date of Grant.
(iii) Any grant may specify waiting periods before exercise
and permissible exercise dates or periods.
(iv) Any grant may specify that such Appreciation Right
may be exercised only in the event of, or earlier in the event of, a
Change of Control.
(v) Any grant may provide for the payment to the
Participant of dividend equivalents thereon in cash or shares of
Common Stock on a current, deferred or contingent basis.
(vi) Any grant of Appreciation Rights may specify
Management Objectives that must be achieved as a condition of the
exercise of such Rights.
(vii) Each grant of Appreciation Rights shall be evidenced
by an agreement executed on behalf of the Company by an officer and
delivered to and accepted by the Participant, which agreement shall
describe such Appreciation Rights, identify the related Option Rights
(if applicable), state that such Appreciation Rights are subject to
all the terms and conditions of this Plan, and contain such other
terms and provisions, consistent with this Plan, as the Board may
approve.
(c) Any grant of Tandem Appreciation Rights shall provide that
such Rights may be exercised only at a time when the related Option Right is
also exercisable and at a time when the Spread is positive, and by surrender of
the related Option Right for cancellation.
(d) Regarding Free-standing Appreciation Rights only:
(i) Each grant shall specify in respect of each
Free-standing Appreciation Right a Base Price, which shall be
equal to or greater or less than the Market Value per Share on
the Date of Grant;
(ii) Successive grants may be made to the same
Participant regardless of whether any Free-standing Appreciation
Rights previously granted to the Participant remain unexercised;
and
(iii) No Free-standing Appreciation Right granted
under this Plan may be exercised more than 10 years from the
Date of Grant.
6. Restricted Shares. The Board may also authorize the grant or
sale of Restricted Shares to Participants. Each such grant or sale may utilize
any or all of the authorizations, and shall be subject to all of the
requirements, contained in the following provisions:
(a) Each such grant or sale shall constitute an immediate
transfer of the ownership of shares of Common Stock to the Participant in
consideration of the performance of services, entitling such Participant to
voting, dividend and other ownership rights, but subject to the substantial risk
of forfeiture and restrictions on transfer hereinafter referred to.
<PAGE>
(b) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is less
than Market Value per Share at the Date of Grant.
(c) Each such grant or sale shall provide that the Restricted Shares
covered by such grant or sale shall be subject to a "substantial risk of
forfeiture" within the meaning of Section 83 of the Code for a period to be
determined by the Board at the Date of Grant and may provide for the lapse of
such substantial risk of forfeiture in the event of a Change in Control.
(d) Each such grant or sale shall provide that during the period for
which such substantial risk of forfeiture is to continue, the transferability of
the Restricted Shares shall be prohibited or restricted in the manner and to the
extent prescribed by the Board at the Date of Grant (which restrictions may
include, without limitation, rights of repurchase or first refusal in the
Company or provisions subjecting the Restricted Shares to a continuing
substantial risk of forfeiture in the hands of any transferee).
(e) Any grant of Restricted Shares may specify Management Objectives
that, if achieved, will result in termination or early termination of the
restrictions applicable to such shares. Each grant may specify in respect of
such Management Objectives a minimum acceptable level of achievement and may set
forth a formula for determining the number of Restricted Shares on which
restrictions will terminate if performance is at or above the minimum level, but
falls short of full achievement of the specified Management Objectives.
(f) Any such grant or sale of Restricted Shares may require that any
or all dividends or other distributions paid thereon during the period of such
restrictions be automatically deferred and reinvested in additional Restricted
Shares, which may be subject to the same restrictions as the underlying award.
(g) Each grant or sale of Restricted Shares shall be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to and
accepted by the Participant and shall contain such terms and provisions,
consistent with this Plan, as the Board may approve. Unless otherwise directed
by the Board, all certificates representing Restricted Shares shall be held in
custody by the Company until all restrictions thereon shall have lapsed,
together with a stock power or powers executed by the Participant in whose name
such certificates are registered, endorsed in blank and covering such Shares.
7. Deferred Shares. The Board may also authorize the granting or
sale of Deferred Shares to Participants. Each such grant or sale may utilize
any or all of the authorizations, and shall be subject to all of the
requirements, contained in the following provisions:
(a) Each such grant or sale shall constitute the agreement by the
Company to deliver shares of Common Stock to the Participant in the future in
consideration of the performance of services, but subject to the fulfillment of
such conditions during the Deferral Period as the Board may specify.
(b) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is less
than the Market Value per Share at the Date of Grant.
(c) Each such grant or sale shall be subject to a Deferral Period, as
determined by the Board at the Date of Grant, and may provide for the lapse or
other modification of such Deferral Period in the event of a Change in Control.
(d) During the Deferral Period, the Participant shall have no right to
transfer any rights under his or her award and shall have no rights of ownership
in the Deferred Shares and shall
<PAGE>
have no right to vote them, but the Board may, at or after the Date of Grant,
authorize the payment of dividend equivalents on such Shares on either a
current or deferred or contingent basis, either in cash or in additional
shares of Common Stock.
(e) Each grant or sale of Deferred Shares shall be evidenced by an
agreement executed on behalf of the Company by any officer and delivered to and
accepted by the Participant and shall contain such terms and provisions,
consistent with this Plan, as the Board may approve.
8. Performance Shares and Performance Units. The Board may also
authorize the granting of Performance Shares and Performance Units that will
become payable to a Participant upon achievement of specified Management
Objectives. Each such grant may utilize any or all of the authorizations, and
shall be subject to all of the requirements, contained in the following
provisions:
(a) Each grant shall specify the number of Performance Shares or
Performance Units to which it pertains, which number may be subject to
adjustment to reflect changes in compensation or other factors; provided,
however, that no such adjustment shall be made in the case of a Covered Employee
where such action would result in the loss of the otherwise available exemption
of the award under Section 162(m) of the Code.
(b) The Performance Period with respect to each Performance Share or
Performance Unit shall be such period of time (not less than 3 years, except in
the event of a Change of Control, if the Board shall so determine; provided,
however, that no such acceleration determination shall be made in the case of a
Covered Employee where such action would result in the loss of the otherwise
available exemption of the award under Section 162(m) of the Code) commencing
with the Date of Grant (as shall be determined by the Board at the time of
grant).
(c) Any grant of Performance Shares or Performance Units shall specify
Management Objectives which, if achieved, will result in payment or early
payment of the award, and each grant may specify in respect of such specified
Management Objectives a minimum acceptable level of achievement and shall set
forth a formula for determining the number of Performance Shares or Performance
Units that will be earned if performance is at or above the minimum level, but
falls short of full achievement of the specified Management Objectives. The
grant of Performance Shares or Performance Units shall specify that, before the
Performance Shares or Performance Units shall be earned and paid, the Board must
certify that the Management Objectives have been satisfied.
(d) Each grant shall specify the time and manner of payment of
Performance Shares or Performance Units that have been earned. Any grant may
specify that the amount payable with respect thereto may be paid by the Company
in cash, in shares of Common Stock or in any combination thereof and may either
grant to the Participant or retain in the Board the right to elect among those
alternatives.
(e) Any grant of Performance Shares may specify that the amount
payable with respect thereto may not exceed a maximum specified by the Board at
the Date of Grant. Any grant of Performance Units may specify that the amount
payable or the number of shares of Common Stock issued with respect thereto may
not exceed maximums specified by the Board at the Date of Grant.
(f) The Board may, at or after the Date of Grant of Performance
Shares, provide for the payment of dividend equivalents to the holder thereof on
either a current or deferred or contingent basis, either in cash or in
additional shares of Common Stock.
(g) Each grant of Performance Shares or Performance Units shall be
evidenced by an agreement executed on behalf of the Company by any officer and
delivered to and accepted by the Participant, which agreement shall state that
such Performance
<PAGE>
Shares or Performance Units are subject to all the terms and conditions of
this Plan, and contain such other terms and provisions, consistent with this
Plan, as the Board may approve.
9. Transferability. (a) Except as otherwise determined by the
Board, no Option Right, Appreciation Right or other derivative security granted
under this Plan shall be transferable by a Participant other than by will or the
laws of descent and distribution. Except as otherwise determined by the Board,
Option Rights and Appreciation Rights shall be exercisable during the Optionee's
lifetime only by him or her or by his or her guardian or legal representative.
(b) The Board may specify at the Date of Grant that part or all of the
shares of Common Stock that are (i) to be issued or transferred by the Company
upon the exercise of Option Rights or Appreciation Rights, upon the termination
of the Deferral Period applicable to Deferred Shares or upon payment under any
grant of Performance Shares or Performance Units or (ii) no longer subject to
the substantial risk of forfeiture and restrictions on transfer referred to in
Section 6 of this Plan, shall be subject to further restrictions on transfer.
10. Adjustments. The Board may make or provide for such adjustments
in the numbers of shares of Common Stock covered by outstanding Option Rights,
Appreciation Rights, Deferred Shares, and Performance Shares granted hereunder,
in the Option Price and Base Price provided in outstanding Appreciation Rights,
and in the kind of shares covered thereby, as the Board, in its sole discretion,
exercised in good faith, may determine is equitably required to prevent dilution
or enlargement of the rights of Participants or Optionees that otherwise would
result from (a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, or (b)
any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Board, in its
discretion, may provide in substitution for any or all outstanding awards under
this Plan such alternative consideration as it, in good faith, may determine to
be equitable in the circumstances and may require in connection therewith the
surrender of all awards so replaced. The Board may also make or provide for
such adjustments in the numbers of shares specified in Section 3 of this Plan as
the Board in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in this Section 10;
provided, however, that any such adjustment to the number specified in Section
3(c)(i) shall be made only if and to the extent that such adjustment would not
cause any Option intended to qualify as an Incentive Stock Option to fail so to
qualify.
11. Change of Control. For purposes of this Plan, a "Change of
Control" shall mean if at any time any of the following events shall have
occurred:
(a) The Company is merged or consolidated or reorganized into or with
another corporation or other legal person, and as a result of such merger,
consolidation or reorganization less than a majority of the combined voting
power of the then-outstanding securities of such corporation or person
immediately after such transaction are held in the aggregate by the holders of
securities entitled to vote generally in the election of Directors immediately
prior to such transaction;
(b) The Company sells or otherwise transfers all or substantially all
of its assets to any other corporation or other legal person, and less than a
majority of the combined voting power of the then-outstanding securities of such
corporation or person immediately after such sale or transfer is held in the
aggregate by the holders of shares of Common Stock immediately prior to such
sale or transfer;
(c) There is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form or report), each as promulgated pursuant to the
Exchange Act, disclosing that
<PAGE>
any person (as the term "person" is used in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act) has become the beneficial owner (as the term
"beneficial owner" is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of securities representing
20% or more of the Voting Power;
(d) The Company files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act disclosing in response to
Form 8-K or Schedule 14A (or any successor schedule, form or report or item
therein) that a change of control of the Company has or may have occurred or
will or may occur in the future pursuant to any then-existing contract or
transaction; or
(e) If during any period of two consecutive years, individuals who at
the beginning of any such period constitute the Directors cease for any reason
to constitute at least a majority thereof, unless the election, or the
nomination for election by the Company's shareholders, of each Director first
elected during such period was approved by a vote of at least two-thirds of the
Directors then still in office who were Directors at the beginning of any such
period.
Notwithstanding the foregoing provisions of Section 11(c) and (d)
above, unless otherwise determined in a specific case by majority vote of the
Board, a "Change of Control" shall not be deemed to have occurred for purposes
of this Plan (i) solely because (A) the Company; (B) a Subsidiary; (C) the
Harris Group; or (D) any Company-sponsored employee stock ownership plan or any
other employee benefit plan of the Company or any Subsidiary either files or
becomes obligated to file a report or proxy statement under or in response to
Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) under the Exchange Act, disclosing
beneficial ownership by it of shares, whether in excess of 20% of the Voting
Power or otherwise, or because the Company reports that a change of control of
the Company has or may have occurred or will or may occur in the future by
reason of such beneficial ownership or (ii) solely because of a change of
control of any Subsidiary. For purposes of the preceding sentence, the "Harris
Group" shall mean Messrs. Irving B. Harris, Neison Harris, King Harris, William
W. Harris and Sidney Barrows, and their respective spouses, descendants and
spouses of descendants, trustees of trusts established for the benefit of such
persons (acting in their capacity as trustees of such trusts), and executors of
estates of such persons (acting in their capacity as executors of such estates),
and each person of which any of the foregoing owns (i) more than fifty percent
(50%) of the voting stock or other voting interests and (ii) stock or other
interests representing more than fifty percent (50%) of the total value of the
stock or other interests of such person. For purposes of the preceding sentence,
the term "spouses" includes widows and widowers until first remarried.
12. Fractional Shares. The Company shall not be required to issue
any fractional shares of Common Stock pursuant to this Plan. The Board may
provide for the elimination of fractions or for the settlement of fractions in
cash.
13. Withholding Taxes. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Company for such withholding are insufficient, it
shall be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld,
which arrangements (in the discretion of the Board) may include relinquishment
of a portion of such benefit. The Company and a Participant or such other
person may also make similar arrangements with respect to the payment of any
taxes with respect to which withholding is not required.
14. Foreign Employees. In order to facilitate the making of any
grant or combination of grants under this Plan, the Board may provide for such
special terms for awards to Participants who are
<PAGE>
foreign nationals or who are employed by the Company or any Subsidiary outside
of the United States of America as the Board may consider necessary or
appropriate to accommodate differences in local law, tax policy or custom.
Moreover, the Board may approve such supplements to or amendments, restatements
or alternative versions of this Plan as it may consider necessary or appropriate
for such purposes, without thereby affecting the terms of this Plan as in effect
for any other purpose, and the Secretary or other appropriate officer of the
Company may certify any such document as having been approved and adopted in the
same manner as this Plan. No such special terms, supplements, amendments or
restatements, however, shall include any provisions that are inconsistent with
the terms of this Plan as then in effect unless this Plan could have been
amended to eliminate such inconsistency without further approval by the
shareholders of the Company.
15. Administration of this Plan. (a) This Plan shall be administered
by the Board, which may from time to time delegate all or any part of its
authority under this Plan to a committee of the Board (or subcommittee thereof)
consisting of not less than two Directors appointed by the Board. The members
of the committee shall be "Non-Employee Directors" within the meaning of Rule
16b-3 and "outside directors" within the meaning of Section 162(m) of the Code.
A majority of the committee (or subcommittee) shall constitute a quorum, and the
action of the members of the committee (or subcommittee) present at any meeting
at which a quorum is present, or acts unanimously approved in writing, shall be
the acts of the committee (or subcommittee). To the extent of any such
delegation, references in this Plan to the Board shall be deemed to be
references to any such committee or subcommittee.
(b) The interpretation and construction by the Board of any provision
of this Plan or of any agreement, notification or document evidencing the grant
of Option Rights, Appreciation Rights, Restricted Shares, Deferred Shares,
Performance Shares or Performance Units and any determination by the Board
pursuant to any provision of this Plan or of any such agreement, notification or
document shall be final and conclusive. No member of the Board shall be liable
for any such action or determination made in good faith.
16. Amendments, Etc. (a) The Board may at any time and from time to
time amend this Plan in whole or in part; provided, however, that any amendment
which must be approved by the shareholders of the Company in order to comply
with applicable law or the rules of the New York Stock Exchange or, if the
shares of Common Stock are not traded on the New York Stock Exchange, the
principal national securities exchange upon which the shares of Common Stock are
traded or quoted, shall not be effective unless and until such approval has been
obtained. Presentation of this Plan or any amendment hereof for shareholder
approval shall not be construed to limit the Company's authority to offer
similar or dissimilar benefits under other plans without shareholder approval.
(b) The Board may, with the concurrence of the affected Participant,
cancel any agreement evidencing Option Rights or any other award granted under
this Plan. In the event of such cancellation, the Board may authorize the
granting of new Option Rights or other such awards under this Plan (which may or
may not cover the same number of shares of Common Stock that had been the
subject of the prior award) in such manner, at such Option Price and subject to
such other terms, conditions and discretions as would have been applicable under
this Plan had the canceled Option Rights or other awards not been granted.
(c) The Board also may permit Participants to elect to defer the
issuance of shares of Common Stock or the settlement of awards in cash under
this Plan pursuant to such rules, procedures or programs as it may establish for
purposes of this Plan. The Board also may provide that deferred issuances and
settlements include the payment or crediting of dividend equivalents or interest
on the deferral amounts.
(d) The Board may condition the grant of any award or combination of
awards authorized under this Plan on the surrender or deferral by the
Participant of his or her right to
<PAGE>
receive a cash bonus or other compensation otherwise payable by the Company
or a Subsidiary to the Participant.
(e) In case of termination of employment by reason of death,
disability or normal or early retirement, or in the case of hardship or other
special circumstances, of a Participant who holds an Option Right or
Appreciation Right not immediately exercisable in full, or any Restricted Shares
as to which the substantial risk of forfeiture or the prohibition or restriction
on transfer has not lapsed, or any Deferred Shares as to which the Deferral
Period has not been completed, or any Performance Shares or Performance Units
which have not been fully earned, or who holds shares of Common Stock subject to
any transfer restriction imposed pursuant to Section 9(b) of this Plan, the
Board may, in its sole discretion, accelerate the time at which such Option
Right or Appreciation Right may be exercised or the time at which such
substantial risk of forfeiture or prohibition or restriction on transfer will
lapse or the time when such Deferral Period will end or the time at which such
Performance Shares or Performance Units will be deemed to have been fully earned
or the time when such transfer restriction will terminate or may waive any other
limitation or requirement under any such award.
(f) This Plan shall not confer upon any Participant any right with
respect to continuance of employment or other service with the Company or any
Subsidiary, nor shall it interfere in any way with any right the Company or any
Subsidiary would otherwise have to terminate such Participant's employment or
other service at any time.
(g) To the extent that any provision of this Plan would prevent any
Option Right that was intended to qualify as an Incentive Stock Option from
qualifying as such, that provision shall be null and void with respect to such
Option Right. Such provision, however, shall remain in effect for other Option
Rights and there shall be no further effect on any provision of this Plan.
17. Termination. No grant shall be made under this Plan more than 10
years after the date on which this Plan is first approved by the shareholders of
the Company, but all grants made on or prior to such date shall continue in
effect thereafter subject to the terms thereof and of this Plan.
<PAGE>
Exhibit 5
March 31, 1999
Penton Media, Inc.
1100 Superior Avenue
Cleveland, Ohio 44114
Re: Penton Media, Inc. 1998 Equity and Performance Incentive Plan
-------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Penton Media, Inc., a Delaware
corporation (the "Registrant"), in connection with the Penton Media, Inc. 1998
Equity and Performance Incentive Plan (the "Plan"). We have examined such
documents, records and matters of law as we have deemed necessary for the
purpose of this opinion, and based thereon, we are of the opinion that the
Registrant's shares of common stock, par value $.01 per share (the "Common
Stock"), that may be issued and sold pursuant to the Plan and the authorized
forms of agreement thereunder (the "Agreements") have been duly authorized and
will be, when issued and sold in accordance with the Plan and such Agreements,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the Common Stock to be issued and sold pursuant to the Plan
under the Securities Act of 1933.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 1999, which appears on
page 32 of the 1998 Annual Report to Stockholders of Penton Media, Inc., which
is incorporated by reference in Penton Media, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Cleveland, Ohio
April 1, 1999
<PAGE>
Exhibit 24
PENTON MEDIA, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
The undersigned officer and/or director of Penton Media, Inc., a
Delaware corporation (the "Registrant"), does hereby make, constitute and
appoint each of Thomas L. Kemp, Daniel J. Ramella and Preston L. Vice, with full
power of substitution and resubstitution, as attorney of the undersigned, to
execute and file (i) a Registration Statement on Form S-8 (the "Form S-8
Registration Statement") with respect to the registration under the Securities
Act, of shares of Common Stock of the Registrant issuable in connection with the
Registrant's 1998 Equity and Performance Incentive Plan, (ii) any and all
amendments, including post-effective amendments, and exhibits to the Form S-8
Registration Statement and (iii) any and all applications or other documents to
be filed with the Securities and Exchange Commission or any state securities
commission or other regulatory authority with respect to the securities covered
by the Form S-8 Registration Statement, with full power and authority to do and
perform any and all acts and things whatsoever necessary, appropriate or
desirable to be done in the premises, or in the name, place and stead of the
said director and/or officer, hereby ratifying and approving the acts of said
attorneys and any of them and any such substitute.
IN WITNESS WHEREOF, the undersigned have subscribed these presents as
of the 21st day of October, 1998.
Signature Title
- --------- -----
/s/ THOMAS L. KEMP Chief Executive Officer and Director
- ------------------------------ (Principal Executive Officer)
Thomas L. Kemp
/s/ JOSEPH NECASTRO Chief Financial Officer
- ------------------------------ (Principal Financial Officer)
Joseph NeCastro
/s/ CHARLES T. GRIESEMER Vice President/Controller
- ------------------------------ (Controller or Principal Accounting Officer)
Charles T. Griesemer
/s/ WILLIAM C. DONOHUE Director
- ------------------------------
William C. Donohue
/s/ ANTHONY DOWNS Director
- -----------------------------
Anthony Downs
/s/ WILLIAM J. FRIEND Director
- -----------------------------
William J. Friend
/s/ JOAN W. HARRIS Director
- -----------------------------
Joan W. Harris
/s/ KING HARRIS Director
- -----------------------------
King Harris
/s/ JOHN J. MEEHAN Director
- -----------------------------
John J. Meehan
/s/ DANIEL J. RAMELLA Director
- -----------------------------
Daniel J. Ramella
/s/ EDWARD J. SCHWARTZ Director
- -----------------------------
Edward J. Schwartz
/s/ DON E. SCHULTZ Director
- -----------------------------
Don E. Schultz
/s/ RICHARD B. SWANK Director
- -----------------------------
Richard B. Swank
