As filed with the Securities and Exchange Commission on December 27, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------
BUNZL PLC
(Exact name of issuer as specified in its charter)
United Kingdom N/A
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
110 PARK STREET
LONDON W1Y 3RB
ENGLAND
011-44-171-495-4950
(Address of principal executive offices)
-----------------------
BUNZL EMPLOYEE STOCK PURCHASE PLAN (U.S.)
BUNZL NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN (U.S.)
(Full title of the plan)
-----------------------
Paul N. Hussey, Esq.
Company Secretary and Group Legal Adviser
Bunzl plc
110 Park Street
London W1Y 3RB
England
011-44-171-495-4950
(Name and address of agent for service)
-----------------------
Copies to:
Keith L. Kearney, Esq.
Davis Polk &Wardwell
1 Frederick's Place
London EC2R 8AB
England
011-44-171-418-1300
-----------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed Maximum Proposed
Amount Offering Maximum Amount of
Title Of Securities to be Price Aggregate Offering Registration
to be Registered Registered Per ADR(1) Price(1) Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
American Depositary Receipts
("ADRs", one ADR representing five
ordinary shares of 25 pence each)..... 3,500,000 ADRs $26.125 $91,437,500 $24,139.50
=========================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of computing the registration fee, based
upon the average of the high and low prices of the securities being
registered hereby on the New York Stock Exchange Composite Transaction
Tape on December 14, 1999.
This Registration Statement Includes a Total of 39 Pages.
Exhibit Index on Page 10.
================================================================================
<PAGE>
PART I
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.
ITEM 1. PLAN INFORMATION
This information required to be provided to participants pursuant to this
Item is set forth in the Prospectus for the Bunzl plc U.S. Employee Stock
Purchase Plan and in the Prospectus for the Bunzl plc Non-Qualified Employee
Stock Purchase Plan, consisting of the Bunzl Employee Stock Purchase Plan
(U.S.) brochure, and the Bunzl Employee Non-Qualified Stock Purchase Plan
(U.S.) brochure.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants pursuant to
this Item is set forth in the Prospectus referenced in Item 1 above.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Bunzl plc (the "Registrant") hereby files this Registration Statement
with the Securities and Exchange Commission (the "Commission") on Form S-8 to
register 3.5 million America Depositary Receipts ("ADRs", each ADR
representing five ordinary shares of 25 pence each), for issuance pursuant to
the Bunzl Employee Stock Purchase Plan (U.S.) and the Bunzl Non-Qualified
Employee Stock Purchase Plan (U.S.), (the "Plans") and such indeterminate
number of additional shares which may be offered and issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions
pursuant to the Plans.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the
Securities and Exchange Act of 1934, as amended (the "1934 Act"), are
incorporated by reference herein:
(1) The Registrant's Registration Statement on Form 20-F for the fiscal
year ended December 31, 1998.
(2) All other reports filed with the Commission by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
Any statement contained herein or made in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
is also incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable, see Item 3(1) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 162 of the Registrant's Articles of Association provides, in
relevant part:
"Subject to the provisions of the Companies Act, the Company may
indemnify any Director or other officer against any liability and may purchase
and maintain for any Director or other officer or Auditor insurance against
any liability. Subject to those provisions but without prejudice to any
indemnity to which a Director may otherwise be entitled, every Director or
other officer of the Company shall be indemnified, and if the Board so
determines an Auditor may be indemnified, out of the assets of the Company
against any liability incurred by him as a Director or other officer of the
Company, or as Auditor, in defending any proceedings, whether civil or
criminal, in which judgment is given in his favor or in which he is acquitted
or in connection with any application in which relief is granted to him by the
court from liability for negligence, default, breach of duty or breach of
trust in relation to the affairs of the Company."
The relevant provision of the Companies Act 1985 is Section 310 which
provides:
3
<PAGE>
"310.- (1) This section applies to any provision, whether contained in a
company's articles or in any contract with the company or otherwise, for
exempting any officer of the company or any person (whether an officer or not)
employed by the company as auditor from, or indemnifying him against, any
liability which by virtue of any rule of law would otherwise attach to him in
respect of any negligence, default, breach of duty or breach of trust of which
he may be guilty in relation to the company.
(2) Except as provided by the following subsection, any such provision is
void.
(3) This section does not prevent a company:
(a) from purchasing and maintaining for any such officer or auditor
insurance against any such liability, or
(b) from indemnifying any such officer or auditor against any
liability incurred by him:
(i) in defending any proceedings (whether civil or criminal)
in which judgment is given in his favour or he is
acquitted, or
(ii) in connection with any application under section 144(3) or
(4) (acquisition of shares by innocent nominee) or section
727 (general power to grant relief in case of honest and
reasonable conduct) in which relief is granted to him by
the court."
Section 727 of the Companies Act 1985 provides:
"727 - (1) If in any proceedings for negligence, default, breach of duty
or breach of trust against an officer of a company or a person employed by a
company as auditor (whether he is or is not an officer of the company) it
appears to the court hearing the case that that officer or person is or may be
liable in respect of the negligence, default, breach of duty or breach of
trust, but that he has acted honestly and reasonably, and that having regard
to all the circumstances of the case (including those connected with his
appointment) he ought fairly to be excused for the negligence, default, breach
of duty or breach of trust, that court may relieve him, either wholly or
partly, from his liability on such terms as it thinks fit.
(2) If any such officer or person as above-mentioned has reason to
apprehend that any claim will or might be made against him in respect of any
negligence, default, breach of duty or breach of trust, he may apply to the
court for relief; and the court on the application has the same power to
relieve him under this section as it would have had if it had been a court
before which proceedings against that person for negligence, default, breach
of duty or breach of trust had been brought.
(3) Where a case to which subsection (1) applies is being tried by a
judge with a jury, the judge, after hearing the evidence, may, if he is
satisfied that the defendant or defender ought in pursuance of that subsection
to be relieved either in whole or in part from the liability sought to be
enforced against him, withdraw the case in whole or in part from the jury and
forthwith direct judgment to be entered for the defendant or defender on such
terms as to costs or otherwise as the judge may think proper."
The Registrant maintains for the benefit of its directors and officers
insurance against any liability incurred by them in carrying out their duties
as directors and/or officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
4
<PAGE>
ITEM 8. EXHIBITS
See index to Exhibits on page 10.
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 this 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 this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in this
Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference into this Registration Statement;
(2) That for the purpose of determining any liability under the 1933
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; and
(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 the
Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or 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 1933 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
5
<PAGE>
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 1933 Act and will be governed by the
final adjudication of such issue.
EXPERTS
The financial statements incorporated in this Form S-8 by reference to
the Registration Statement on Form 20-F of Bunzl plc, as of December 31, 1998
and 1997 and for each of the years in the three year period ended December 31,
1998 have been so incorporated in reliance on the report of KPMG Audit Plc,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
6
<PAGE>
SIGNATURES
THE REGISTRANT, PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, 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 LONDON, ENGLAND, ON THIS 16 DAY OF DECEMBER, 1999.
BUNZL PLC
By /s/ A.J. Habgood
---------------------------
Name: A.J. Habgood
Title: Chief Executive Officer
7
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW, CONSTITUTES AND APPOINTS D.M. WILLIAMS AND P.N. HUSSEY AND EACH OF
THEM, OUR TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF
SUBSTITUTION AND RESUBSTITUTION, TO DO ANY AND ALL ACTS AND THINGS AND
EXECUTE, IN THE NAME OF THE UNDERSIGNED, ANY AND ALL INSTRUMENTS WHICH SAID
ATTORNEYS-IN-FACT AND AGENTS MAY DEEM NECESSARY OR ADVISABLE IN ORDER TO
ENABLE BUNZL PLC TO COMPLY WITH THE SECURITIES ACT OF 1933 AND ANY
REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION IN RESPECT THEREOF, IN
CONNECTION WITH THE FILING WITH THE SECURITIES AND EXCHANGE COMMISSION OF THE
REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933, INCLUDING
SPECIFICALLY BUT WITHOUT LIMITATION, POWER AND AUTHORITY TO SIGN THE NAME OF
THE UNDERSIGNED TO SUCH REGISTRATION STATEMENT, AND ANY AMENDMENTS TO SUCH
REGISTRATION STATEMENT (INCLUDING POST-EFFECTIVE AMENDMENTS), AND TO FILE THE
SAME WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH,
WITH THE SECURITIES AND EXCHANGE COMMISSION, TO SIGN ANY AND ALL APPLICATIONS,
REGISTRATION STATEMENTS, NOTICES OR OTHER DOCUMENTS NECESSARY OR ADVISABLE TO
COMPLY WITH APPLICABLE STATE SECURITIES LAWS, AND TO FILE THE SAME, TOGETHER
WITH OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE
SECURITIES AUTHORITIES, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND
EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT
AND THING REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS
FULLY AND TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS, AND ANY OF THEM, OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE
DONE BY VIRTUE HEREOF.
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 DATE INDICATED.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ A.J. Habgood Chief Executive Officer (Principal December 16, 1999
- ----------------- Executive Officer); Chairman of the
A.J. Habgood Board
/s/ D.M. Williams Finance Director (Principal Financial December 16, 1999
- ----------------- Officer and Principal Accounting Officer)
D.M. Williams
8
<PAGE>
/s/ A.P. Dyer
- ----------------- Deputy Chairman and Non-executive December-16, 1999
A.P. Dyer Director
A.P. Dyer
/s/ L.C. McQuade
- ----------------- Non-executive Director December 16, 1999
L.C. McQuade
/s/ S.G. Williams
- ----------------- Non-executive Director December 16, 1999
S.G. Williams
/s/ P.Heiden
- ----------------- Non-executive Director December 16, 1999
P. Heiden
/s/ O.H.J Stocken
- ----------------- Non-executive Director December 16, 1999
O.H.J. Stocken
/s/ P.G.Lorenzini
- ----------------- Non-executive Director December 16, 1999
P.G. Lorenzini
/s/ D.M.Williams
- ------------------- Authorized U.S. Representative December 16, 1999
Bunzl USA Holdings
By: D.M. Williams
Director
9
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
4.01 Memorandum and Articles of Association of the Registrant. *
(Incorporated herein by reference to Exhibit 1 to the
Registrant's 1934 Act Registration Statement on
Form 20-F, File No. I-14868 ).*
23.01 Consent of Independent Public Accountants - KPMG
Audit Plc. (13)
24.01 Powers of Attorney (included on the signature page of
this registration statement). (8)
99.01 Form of Bunzl Employee Stock Purchase Plan (US) Exhibit A
99.02 Form of Bunzl Non-Qualified Employee Stock Purchase
Plan (US) Exhibit A
- -------------
* Incorporated by reference.
10
EXHIBIT 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in this registration statement
on Form S-8, pertaining to the Bunzl Employee Stock Purchase Plan (U.S.) and
the Bunzl Non-Qualified Employee Stock Purchase Plan (U.S.), of our report
dated March 9, 1999 relating to the consolidated balance sheets of Bunzl plc
and subsidiaries as of December 31, 1998 and 1997, and the related
consolidated profit and loss account, cash flow statement and statement of
total recognised gains and losses for each of the years in the three year
period ended December 31, 1998, which report appears in the December 31, 1998
annual report on Form 20-F of Bunzl plc, and to the reference to our firm
under the heading "Experts" herein.
/s/ KPMG Audit Plc
KPMG Audit Plc
London, England
December 16, 1999
11
EXHIBIT A
BUNZL EMPLOYEE STOCK PURCHASE PLAN (U.S.)
Plan Rules
<PAGE>
Bunzl Employee Stock Purchase Plan (U.S.)
Plan Rules
BUNZL EMPLOYEE STOCK PURCHASE PLAN (U.S.)
TABLE OF CONTENTS
SECTION 1 - INTRODUCTION..................................................... 1
1.1 Purpose....................................................... 1
1.2 Stock Purchase Plan........................................... 1
1.3 Effective Date and Term....................................... 1
1.4 Participating Subsidiaries.................................... 1
1.5 Stock Subject to Plan......................................... 1
SECTION 2 - DEFINITIONS...................................................... 1
2.1 "Beneficiary"................................................. 1
2.2 "Board"....................................................... 2
2.3 "Change of Control"........................................... 2
2.4 "Code"........................................................ 2
2.5 "Committee"................................................... 2
2.6 "Company"..................................................... 2
2.7 "Compensation"................................................ 2
2.8 "Custodian"................................................... 2
2.9 "Effective Date".............................................. 2
2.10 "Employee".................................................... 2
2.11 "Employer".................................................... 3
2.12 "Fair Market Value"........................................... 3
2.13 "Offering Date"............................................... 3
2.14 "Offering Period"............................................. 3
2.15 "Option Account".............................................. 3
2.16 "Participating Subsidiary".................................... 3
2.17 "Plan"........................................................ 3
2.18 "Service"..................................................... 3
2.19 "Stock"....................................................... 3
2.20 "Subsidiary".................................................. 3
2.21 "Termination Date"............................................ 3
SECTION 3 - ENROLLMENT AND CONTRIBUTIONS..................................... 3
3.1 Eligibility for Enrollment.................................... 3
3.2 Enrollment Procedure.......................................... 4
3.3 Contributions................................................. 4
3.4 Option Accounts............................................... 5
3.5 No Funding of Accounts........................................ 5
i
<PAGE>
Bunzl Employee Stock Purchase Plan (U.S.)
Plan Rules
SECTION 4 - GRANT AND EXERCISE OF OPTION..................................... 5
4.1 Grant of Options; Terms....................................... 5
4.2 Purchase of Stock; Price...................................... 5
4.3 Option Accounts............................................... 6
4.4 No Interest on Account Balances............................... 6
SECTION 5 - TERMINATION OF ENROLLMENT........................................ 6
5.1 Termination of Enrollment..................................... 6
5.2 Distributions to Employee..................................... 7
5.3 Beneficiaries................................................. 7
SECTION 6 - PLAN ADMINISTRATION.............................................. 8
6.1 Committee .................................................... 8
6.2 Committee Powers.............................................. 8
6.3 Committee Actions............................................. 8
6.4 Member Who is Participant..................................... 8
6.5 Information Required from Company............................. 9
6.6 Information Required from Employees........................... 9
6.7 Uniform Rules and Administration.............................. 9
SECTION 7 - AMENDMENT AND TERMINATION........................................ 9
7.1 Amendment..................................................... 9
7.2 Termination................................................... 9
7.3 Rights Upon Termination....................................... 9
SECTION 8 - GENERAL PROVISIONS............................................... 10
8.1 No Transfer or Assignment..................................... 10
8.2 Equal Rights and Privileges................................... 10
8.3 Rights as Stockholder......................................... 10
8.4 Rights as Employee............................................ 10
8.5 Costs......................................................... 10
8.6 Liability for Taxes........................................... 10
8.7 Reports....................................................... 10
8.8 Actions by Company............................................ 10
8.9 Governmental Approval......................................... 10
8.10 Stockholder Approval.......................................... 10
8.11 Applicable Law................................................ 11
8.12 Gender and Number............................................. 11
8.13 Headings...................................................... 11
ii
<PAGE>
Bunzl Employee Stock Purchase Plan (U.S.)
Plan Rules
BUNZL EMPLOYEE STOCK PURCHASE PLAN (U.S.)
SECTION 1 - INTRODUCTION
1.1 Purpose . The Company hereby establishes the Plan to provide
eligible Employees the opportunity to acquire a proprietary interest in the
Company and thereby provide employees with an additional incentive to
contribute to the long-term profitability and success of the Company and its
subsidiaries. The Plan is for the exclusive benefit of eligible employees of
the Company and its subsidiaries.
1.2 Stock Purchase Plan . The Plan is a stock purchase plan that is
intended to satisfy all requirements of Section 423 of the Internal Revenue
Code of 1986, as amended. Any provision of the Plan inconsistent with Code
Section 423 will, without further act or amendment by the Company, be reformed
to comply with Code Section 423.
1.3 Effective Date and Term . The Plan will be effective January 1,
2000 (or such later date designated by the Committee), subject to approval of
the Plan by the stockholders of the Company and adoption by the Board of
Directors on or before December 31, 1999. The Plan shall continue in effect
until terminated in accordance with Section 7.2.
1.4 Participating Subsidiaries . Each Subsidiary organized under the
laws of the United States as of the Effective Date will be deemed to have
adopted the Plan for its eligible Employees as of the Effective Date. Any
corporation (determined in accordance with Code Section 7701) organized under
the laws of the United States that becomes a Subsidiary after the Effective
Date will be deemed to have adopted the Plan for its eligible Employees
immediately upon becoming a Subsidiary, unless the Committee acts to exclude
the Subsidiary and its eligible Employees from participation in the Plan.
1.5 Stock Subject to Plan.
(a) The Stock subject to purchase under the Plan shall be
acquired in the market by the Custodian. The aggregate number of shares of 25p
common stock of Bunzl plc represented by Stock that may be purchased under the
Plan shall not exceed fifteen million (15,000,000) shares. All shares
represented by Stock purchased under the Plan other than Stock purchased as a
result of the reinvestment of dividends will count against this limitation.
(b) In case of a reorganization, recapitalization, stock
split, reverse stock split, stock dividend, combination of shares, merger,
consolidation, offering of rights or other change in the capital structure of
the Company, the Committee shall make such adjustment as it deems appropriate
in the number, kind and purchase price of Stock available for purchase under
the Plan so that the aggregate consideration payable by the Company, and the
value of the benefit to Employees, shall not be changed.
SECTION 2 - DEFINITIONS
For purposes of this Plan, the following words and phrases, whether
or not capitalized, have the meanings specified below, unless the context
plainly requires a different meaning:
2.1 "Beneficiary" means a person to whom all or a portion of the
Stock or cash amounts due to the Employee under this Plan will be paid if the
Employee dies before receiving such Stock or cash amounts.
1
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Bunzl Employee Stock Purchase Plan (U.S.)
Plan Rules
2.2 "Board" means the Board of Directors from time to time of the
Company.
2.3 "Change of Control" means:
(a) Any person, alone or in concert with others, obtains
control of the Company (within the meaning of section 840 of the Taxes Act
1988) as a result of making a general offer to acquire shares in the Company;
or
(b) Any person becomes bound or entitled to acquire shares
in the Company under sections 428 to 430F of the Companies Act 1985, or under
section 425 of that Act the Court sanctions a compromise or arrangement
proposed for the purposes of or in connection with a scheme for the
reconstruction of the Company or its amalgamation with any other company or
companies, or if the Company passes a resolution for voluntary winding up, or
if an order is made for the compulsory winding up of the Company; or
(c) Any company ("the acquiring company"):
(i) Obtains control of the Company as a result of
making:
(1) A general offer to acquire the whole of the
issued ordinary share capital of the Company which is made on a condition such
that if it is satisfied the person making the offer will have control of the
Company; or
(2) A general offer to acquire all the shares in
the Company which are of the same class as the shares represented by Stock
under the Plan; or
(ii) Obtains control of the Company in pursuance of a
compromise or arrangement sanctioned by the court under section 425 of the
Companies Act 1985 or Article 418 of the Companies (Northern Ireland) Order
1986; or
(iii) Becomes bound or entitled to acquire shares
in the Company under sections 428 to 430F of that Act or Articles 421 to 423
of that Order.
2.4 "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and all regulations thereunder.
2.5 "Committee" means the Remuneration Committee of the Board.
2.6 "Company" means Bunzl plc and its respective successors and
assigns.
2.7 "Compensation" means wages within the meaning of Section 3401(a)
of the Code for services rendered paid in cash to an Employee by an Employer
during the applicable period specified in the Plan, and any amounts
contributed by the Employee to any plan or plans established by an Employer in
accordance with Sections 125 or 401(k) of the Code.
2.8 "Custodian" means the custodian for the Plan appointed by the
Committee.
2.9 "Effective Date" means January 1, 2000; or such later date
designated by the Committee.
2.10 "Employee" means any common law employee of an Employer who:
2
<PAGE>
Bunzl Employee Stock Purchase Plan (U.S.)
Plan Rules
(a) Is customarily employed for more than five months in a
calendar year; and
(b) Has completed at least one year of Service.
2.11 "Employer" means a Participating Subsidiary.
2.12 "Fair Market Value" means, with respect to Stock as of a
particular day, the fair market value as determined by the Committee based on
the sale price or prices of the Stock in the market.
2.13 "Offering Date" means the first day of the Offering Period.
2.14 "Offering Period" means January, 2000 and each consecutive month
thereafter; or such other period designated by the Committee in its sole
discretion.
2.15 "Option Account" means the Account maintained on behalf of the
Employee under Section 3.4 to which contributions to the Plan are credited and
from which amounts are withdrawn to exercise options as of a Termination Date.
2.16 "Participating Subsidiary" means a Subsidiary which is
participating in the Plan in accordance with Section 1.4.
2.17 "Plan" means the Bunzl Employee Stock Purchase Plan (U.S.), as
described in this document and as amended from time to time.
2.18 "Service" means, in respect of an Employee, a period of
continuous employment with the Company or any Subsidiary (while a Subsidiary),
including periods of approved leaves of absence; provided that any period of
continuous service that precedes a break in service of five or more years
shall be disregarded and any period of continuous service of one or more years
that precedes a break in service of less than five years shall be restored
thirty (30) days after reemployment. Continuous employment with a Subsidiary
before such company became a Subsidiary and continuous employment with a
former owner of a business acquired by the Company or a Subsidiary shall be
included in Service at the discretion of the Committee.
2.19 "Stock" means an American Depository Receipt representing five
ordinary shares of 25p of the Company.
2.20 "Subsidiary" means any corporation (determined in accordance
with Code Section 7701) in an unbroken chain of corporations beginning with
the Company if, at the time an option is granted, each of the corporations
other than the last corporation owns 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.
2.21 "Termination Date" means the last day of an Offering Period;
provided however, that if the last day of an Offering Period is not a business
day, the immediately preceding business day shall be the Termination Date.
SECTION 3 - ENROLLMENT AND CONTRIBUTIONS
3.1 Eligibility for Enrollment
(a) An Employee may enroll in the Plan for an Offering Period
unless one of the following applies:
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(i) The Employee would, immediately upon enrollment,
own directly or indirectly, or hold options or rights to acquire, an aggregate
of 5% or more of the total combined voting power or value of all outstanding
shares of all classes of the Company or any Subsidiary, determined in
accordance with Section 423(d) of the Code; or
(ii) The Employee is not employed by an Employer on
the Offering Date; or
(iii) The terms of the Employee's employment is
covered by a collective bargaining agreement and the applicable union or other
collective bargaining unit has refused to accept the Plan (having been
specifically requested to do so by the Company or the Employer).
(b) The Committee or its designee will notify an Employee
that the Employee is first eligible to enroll in the Plan and make available
to each eligible Employee the necessary enrollment forms before the Offering
Date.
3.2 Enrollment Procedure.
(a) To enroll in the Plan for an Offering Period, an
Employee must file an enrollment form with the Employer and elect to make
contributions under the Plan in accordance with Section 3.3. The enrollment
form must be received by the Employer at least fifteen (15) calendar days
prior to the Offering Date and must state the contribution rate elected by the
Employee for the Offering Period.
(b) An Employee whose enrollment in and contributions under
the Plan continue throughout an Offering Period will automatically be enrolled
in the Plan for the next Offering Period unless (i) the Employee files a
written notice of withdrawal with the Employer before the Offering Date for
the next Offering Period in accordance with Section 5.1(a)(i) or (ii) on the
Offering Date the Employee is described in Section 3.1(a)(i), (ii) or (iii).
The contribution rate for an Employee who is automatically enrolled for an
Offering Period pursuant to this Section will be the contribution rate in
effect for the immediately preceding Offering Period, unless the Employee
files an amended enrollment form with the Employer at least fifteen (15)
calendar days prior to the next subsequent Offering Period designating a
different contribution rate.
3.3 Contributions.
(a) To enroll for the first time in the Plan for an Offering
Period, an Employee must elect to make a contribution under the Plan, subject
to the terms and conditions prescribed below, by means of payroll deduction
for each payroll period within the Offering Period.
(b) An Employee may elect to make payroll deduction
contributions in amounts not less than 1% of Compensation per payroll period
and not more than the lesser of (i) 10% of Compensation per Offering Period
(or such other amount as the Committee may establish from time to time and
communicate to Employees before the Offering Date) or (ii) a percentage of
Compensation for each payroll period that ensures that the limit on the
purchase of shares of Stock specified in Section 4.1 is not exceeded for the
Offering Period.
(c) Payroll deductions will commence with the first payroll
period that begins within the Offering Period and will be made in conformity
with the Employer's payroll deduction schedule and practices.
(d) Except as provided in Section 5.1, an Employee may elect
to increase, decrease or discontinue contributions only as of the beginning of
the first payroll period in an Offering Period by giving written
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notice to the Employer at least fifteen (15) calendar days before such payroll
period takes effect.
3.4 Option Accounts . All contributions made by an Employee under the
Plan will be credited to an Option Account maintained by the Company or the
Custodian on behalf of the Employee. The Company will make the credit as soon
as practicable after the contributions are withheld from the Employee's
Compensation.
3.5 No Funding of Accounts . No cash shall be set aside with respect
to an Option Account. Nothing contained in this Plan and no action taken
pursuant to the provisions hereof shall create or be construed to create a
trust of any kind, or a fiduciary relationship between the Company or the
Employer and any Employee or any other person with respect to an Option
Account. Amounts credited to an Option Account at any time and from time to
time shall be the general assets of the Employer. To the extent that any
person acquires a right to receive the benefit of amounts credited to an
Option Account, such right shall be that of an unsecured general creditor of
the Employer.
SECTION 4 - GRANT AND EXERCISE OF OPTION
4.1 Grant of Options; Terms . Enrollment in the Plan for an Offering
Period will constitute the grant by the Company of an option to purchase Stock
under the Plan during such Offering Period. Enrollment in the Plan (whether
initial or continuing) for each Offering Period will constitute a new grant of
an option to purchase Stock under the Plan for that Offering Period.
Notwithstanding anything to the contrary in this Plan, all Employees granted
options for an Offering Period shall have the same rights and privileges as
required by Section 423(b)(5) of the Code. Each option will be subject to the
following terms:
(a) The option price will be as specified in Section 4.2.
(b) Except as limited in (e) below, the number of units of
Stock subject to the option will equal the number of whole and fractional
units of Stock, in twenty percent (20%) increments, that can be purchased at
the option price specified in Section 4.2 with the aggregate amount credited
to the Employee's Option Account as of the Termination Date.
(c) The option will be exercised automatically as of the
Termination Date for the Offering Period.
(d) The payment by an Employee for the Stock purchased under
an option will be made only from amounts credited to the Employee's Option
Account as a result of contributions through payroll deduction in accordance
with Section 3.3.
(e) No Employee shall be granted an option which permits his
right to purchase Stock (when taken together with all other options held by
such Employee under the Plan and under any other stock purchase plan of the
Company or any Subsidiary) to exceed twenty-five thousand dollars ($25,000.00)
of Fair Market Value of Stock (determined at the time such option is granted)
for each calendar year in which such option is outstanding at any time.
4.2 Purchase of Stock; Price.
(a) As soon as practicable after the Termination Date of
each Offering Period, the Custodian will apply to the purchase of Stock the
amounts credited to each Employee's Option Account as of such Termination
Date. The Company shall pay any additional amount required to purchase the
number of units of Stock determined in accordance with Section 4.1(b). The
Stock so purchased for each Employee shall be allocated to the Option Account
for the Employee. The Stock shall be held by the Custodian on behalf of the
Employee and registered in the name of a nominee.
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(b) The option price of each unit of Stock purchased as of a
Termination Date shall be 85% of the Fair Market Value of the Stock on such
Termination Date; or such other price designated by the Committee in its sole
discretion, provided that such other price may not be lower than the lesser of
85% of the Fair Market Value of the Stock on the Offering Date or 85% of the
Fair Market Value of the Stock on the Termination Date.
4.3 Option Accounts.
(a) All whole and fractional units of Stock purchased on
behalf of an Employee as of a Termination Date shall be credited to such
Employee's Option Account, as of such Termination Date. Any cash insufficient
to purchase a fractional unit described in Section 4.1(b) shall be carried
over to the next Offering Period. Dividends payable with respect to Stock
credited to the Employee's Option Account will be credited to the Employee's
Option Account and reinvested in additional Stock which shall be purchased by
the Custodian in the open market as soon as administratively feasible
following receipt of the dividend payment by the Custodian.
(b) In the event the amount withheld through payroll
deductions with respect to an Offering Period exceeds the option price of the
Stock available for purchase for such Employee for that Offering Period, the
excess of the amount so withheld over the option price of the Stock so
purchased for the Employee shall be returned to the Employee without interest.
(c) No Employee may sell, transfer or otherwise dispose of
Stock credited to the Employee's Option Account other than Stock acquired with
dividends credited to such Option Account until any date which is at least
twelve months following the Termination Date as of which such Stock was
purchased, except in the event of termination of employment, death or hardship
of the Employee, as determined by the Committee in accordance with uniform
procedures established by such Committee, or in the event of a Change of
Control of the Company. Any sale, transfer or other disposition of Stock by an
Employee, former Employee or Beneficiary shall be subject to such laws,
regulations or procedures as may be applicable from time to time in respect to
dealing in the Stock or the shares represented by the Stock.
4.4 No Interest on Account Balances . No interest or other earnings
will be credited to any Option Account with respect to (a) amounts credited
thereto during an Offering Period or (b) amounts to be returned to the
Employee. Neither the Committee nor the Company or any Employer shall have any
obligation to invest or otherwise manage amounts credited to an Option
Account, other than to apply such amounts to the purchase of Stock in
accordance with the terms of this Plan.
SECTION 5 - TERMINATION OF ENROLLMENT
5.1 Termination of Enrollment.
(a) An Employee's enrollment in the Plan will terminate
under the following circumstances:
(i) An Employee's enrollment will terminate as of the
beginning of the Offering Period that is at least fifteen (15) calendar days
after the Employee files with the Company a written notice of withdrawal.
(ii) An Employee's enrollment will terminate on
termination of employment with the Employer for any reason; provided that the
Employee may elect to continue participation through the next following
Termination Date, in which case units of Stock shall be purchased for such
Employee in accordance with Section 4.2.
(iii) An Employee's enrollment will terminate as of
the date on which the Employee
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would own directly or indirectly, or hold options or rights to acquire, an
aggregate of 5% or more of the total combined voting power or value of all
outstanding shares of all classes of the Company or any Subsidiary, determined
in accordance with Sections 423(d) and (f) of the Code.
(iv) An Employee's enrollment will terminate upon
termination of the Plan or as of the date the relevant Employer ceases to be a
Subsidiary.
(b) An Employee whose enrollment in the Plan terminates
under this Section other than by reason of termination of the Plan may again
enroll in the Plan as of any subsequent Offering Date if the Employee
satisfies the eligibility conditions of Section 3.1 as of such date.
5.2 Distributions to Employee.
(a) As soon as practicable after an Employee's enrollment in
the Plan terminates under Section 5.1:
(i) The Employer will pay to the Employee all cash
amounts credited to the Employee's Option Account as of the date of termination;
and
(ii) If enrollment terminates pursuant to Section
5.1(a)(ii) or 5.1(a)(iv), the Committee will direct the Custodian to
distribute to the Employee certificates representing the whole units of Stock
then credited to the Employee's Option Account and cash equal to the Fair
Market Value of any fractional unit of Stock.
(b) If an Employee's enrollment terminates as a result of
death, or if the Employee's death occurs before the Employee receives a
distribution under this Section, all cash amounts payable under this Section
to the Employee will be paid to the Employee's Beneficiary.
(c) An Employee may from time to time request distribution
in whole units of Stock with respect to that portion of Stock then credited to
the Employee's Option Account which is not then subject to the sale
restriction in Section 4.3(c). The Custodian shall pay to the Employee cash
equal to the Fair Market Value of any fractional unit when all whole units of
Stock have been distributed.
5.3 Beneficiaries.
(a) An Employee may designate one or more persons
(concurrently, contingently or successively) to whom cash amounts credited to
the Option Account will be distributed if the Employee dies before receiving
complete payment of such amounts. Any such designation must be made on a form
provided by the Company for this purpose, will be effective on the date
received by the Company, and may be revoked by the Employee at any time.
(b) If the Employee fails to designate a beneficiary or if
no designated beneficiary survives the Employee, then any cash amounts shall
be paid to the Employee's estate.
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SECTION 6 - PLAN ADMINISTRATION
6.1 Committee . The Plan will be administered by the Committee.
6.2 Committee Powers.
(a) The Committee will have all powers appropriate to
administer the Plan including, but not limited to, the following:
(i) To determine all questions that may arise under
the Plan, including the power to determine the rights or eligibility of an
Employee or their Beneficiaries;
(ii) To construe the terms of the Plan and to remedy
ambiguities, inconsistencies or omissions;
(iii) To adopt such rules of procedure and prescribe
such forms as it considers appropriate for the proper administration of the
Plan and are consistent with the Plan;
(iv) To enforce the Plan provisions and the rules
of procedure which it adopts;
(v) To employ agents, attorneys, accountants,
actuaries or other persons, and to allocate or delegate to them such powers,
rights and duties as it considers appropriate for the proper administration of
the Plan.
(b) The Committee will have such further powers and duties
as may be elsewhere specified in the Plan.
6.3 Committee Actions . The actions of the Committee may be taken at
a meeting by a majority of its members, in writing without a meeting if all
members of the Committee sign such writing or by the use of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other and participation in such a
meeting in this manner shall constitute attendance and presence in person at
the meeting of the person or persons so participating for all purposes. In
taking action:
(a) The Committee may allocate authority to a specific
member(s) of the Committee to carry out such duties as the Committee may
assign;
(b) A member of the Committee may by writing delegate any or
all of such member's rights, powers, and duties to any other member of the
Committee, with the consent of the latter;
(c) The Committee may delegate to any agents, which may
include a Plan Committee, such duties and powers, as it deems appropriate, by
an instrument in writing which specifies which duties are so delegated and to
whom each such duty is so delegated; and
(d) When there is an even division of opinion among the
members of the Committee as to a matter, the Board will decide the matter,
provided, however, that no member of the Board may vote on such a matter if it
concerns such member's individual rights, privileges or obligations under the
Plan.
6.4 Member Who is Participant . If a member of the Committee is an
Employee, such member may not decide any matter relating to the member's
participation or Option Account or how the Option Account is to be paid
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to the member that the member would not have the right to decide in the
absence of membership on the Committee, and no Employee will receive any
compensation for services as a member of the Committee.
6.5 Information Required from Company . The Company will furnish the
Committee with such data and information as the Committee deems appropriate to
administer the Plan. The records of the Company and the Employers as to an
Employee's Compensation will be conclusive on all persons unless determined by
the Committee to be clearly incorrect.
6.6 Information Required from Employees . Each person entitled to
benefits under the Plan must furnish the Company from time to time in writing
such person's mailing address, each change of mailing address and such other
data and information as the Committee deems appropriate to administer the
Plan. Any communication, statement or notice mailed with postage prepaid to
any person at the last mailing address filed with the Company will be binding
upon such person for all purposes of the Plan.
6.7 Uniform Rules and Administration . The Committee will administer
the Plan on a nondiscriminatory basis and will apply uniform rules to all
persons similarly situated.
SECTION 7 - AMENDMENT AND TERMINATION
7.1 Amendment.
(a) The Company reserves the right to amend the Plan from
time to time subject to the following limitations:
(i) No amendment will be made without the prior
approval of the stockholders of the Company if the amendment will (1) increase
the number of shares reserved for purchase under the Plan, or (2) materially
modify the eligibility conditions or increase the benefits available to
Employees under the Plan.
(ii) No amendment will make any change in an option
granted previously and outstanding which adversely affects the rights of an
Employee with respect to such option.
(iii) No amendment will reduce the amount of an
Employee's Option Account balance.
(b) The Company may delegate to the Committee or its
officers the power to amend the Plan as the Company deems appropriate, subject
to the limitations of this Section.
7.2 Termination . The Plan is entirely voluntary on the part of the
Company and the continuance of the Plan should not be construed as a
contractual obligation of the Company. Accordingly, the Company reserves the
right to terminate the Plan at any time. Unless sooner terminated by the
Company, the Plan shall terminate on the earlier of: (i) the date all of the
shares represented by Stock specified in Section 1.5(a) are purchased unless
additional shares represented by Stock are authorized for the Plan by the
stockholders of the Company; and (ii) the end of the tenth year beginning on
or after the Effective Date. No option may be granted under the Plan after the
Plan is terminated.
7.3 Rights Upon Termination.
(a) If the Plan terminates, the Committee may elect to
terminate all outstanding options to purchase shares of Stock under the Plan
either immediately or upon completion of the purchase of Stock on the next
following Termination Date.
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(b) If the Committee terminates an option to purchase Stock
prior to the expiration of the option, all amounts contributed to the Plan
which remain in an Employee's Option Account will be returned to the Employee
as soon as practicable.
SECTION 8 - GENERAL PROVISIONS
8.1 No Transfer or Assignment. The rights of an Employee under the
Plan may not be sold, pledged, assigned or transferred, voluntarily or
involuntarily, in any manner other than by will or the laws of descent and
distribution. Any such attempted sale, pledge, assignment or transfer shall be
without effect. An Employee's rights and all options granted under the Plan
shall only be exercisable during his or her lifetime by such Employee.
8.2 Equal Rights and Privileges. All Employees who are granted
options under the Plan for the Offering Period will have equal rights and
privileges with respect to such option.
8.3 Rights as Stockholder. The grant of an option to purchase shares
of Stock under the Plan will not confer upon an Employee any rights as a
stockholder of the Company with respect to Stock subject to the option. An
Employee will become a stockholder with respect to Stock subject to an option
under the Plan only when the purchase of such Stock is completed as of a
Termination Date.
8.4 Rights as Employee. The Plan is not a contract of employment,
and the grant of an option to purchase Stock under the Plan will not confer
upon any Employee the right to be retained in the employ of the Company or any
Employer. An Employee's enrollment in the Plan shall constitute a waiver of
any and all rights to compensation or damages relating to the cessation of
such Employee's eligibility to participate in the Plan upon termination of the
Plan or termination of the Employee's employment for any reason whatsoever.
8.5 Costs. All costs and expenses incurred in the administration of
the Plan will be paid by the Company. Any brokerage fees or expenses for the
sale or transfer of Stock by an Employee will be borne by the Employee.
8.6 Liability for Taxes. Each Employee shall be responsible for, and
will indemnify the Employer against, any federal, state or local income or
other applicable taxes, including any interest or penalties relating thereto,
to which the Employee may be subject as a result of the Employee's
participation in the Plan or the Employee's sale of Stock acquired thereunder.
8.7 Reports. The Committee will provide or cause to be provided to
each Employee no less frequently than annually a report of the Employee's
contributions under the Plan for the reporting period, the Stock purchased
with such contributions, and any dividends received with respect to such
Stock.
8.8 Actions by Company. Any action taken by the Company with respect
to the Plan will be by resolution of its Board of Directors or by a person or
persons authorized by resolution of its Board of Directors.
8.9 Governmental Approval. The Plan and any offering or sale made to
Employees under the Plan is subject to any governmental requirements,
approvals or consents that are or may become applicable in connection
herewith.
8.10 Stockholder Approval. The Plan is subject to approval by the
holders of a majority of the shares present in person or by proxy and voting
at the meeting at which the Plan is considered and shall not be effective
without such approval.
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8.11 Applicable Law . The Plan will be governed by the laws of the
State of Missouri, without regard to the law of conflicts of such state, to
the extent that federal law does not preempt such laws.
8.12 Gender and Number . When the context permits, words in the Plan
used in the masculine gender include the feminine gender, words in the
singular include the plural and words in the plural include the singular.
8.13 Headings . All headings in the Plan are included solely for ease
of reference and do not bear on the interpretation of the text.
The undersigned hereby certifies that this Plan was duly adopted by
the Board on ________________________________, 1999.
-----------------------------------------
Name
-----------------------------------------
Title
11
EXHIBIT A
BUNZL NON-QUALIFIED
EMPLOYEE STOCK PURCHASE PLAN (U.S.)
Plan Rules
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Bunzl Non-Qualified Employee Stock Purchase Plan (U.S.)
Plan Rules
BUNZL NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN (U.S.)
TABLE OF CONTENTS
-----------------------
PAGE
----
SECTION 1. INTRODUCTION.................................................... 1
1.1 Purpose................................................... 1
1.2 Stock Purchase Plan....................................... 1
1.3 Effective Date and Term................................... 1
1.4 Participating Companies................................... 1
1.5 Stock Subject to Plan..................................... 1
SECTION 2. DEFINITIONS..................................................... 1
2.1 "Beneficiary"............................................. 1
2.2 "Board"................................................... 1
2.3 "Change of Control"....................................... 1
2.4 "Code".................................................... 2
2.5 "Committee"............................................... 2
2.6 "Company"................................................. 2
2.7 "Compensation"............................................ 2
2.8 "Custodian"............................................... 2
2.9 "Effective Date".......................................... 2
2.10 "Employee"................................................ 2
2.11 "Employer"................................................ 2
2.12 "Fair Market Value"....................................... 3
2.13 "Offering Date"........................................... 3
2.14 "Offering Period"......................................... 3
2.15 "Option Account".......................................... 3
2.16 "Participating Company"................................... 3
2.17 "Plan".................................................... 3
2.18 "Service"................................................. 3
2.19 "Stock"................................................... 3
2.20 "Subsidiary".............................................. 3
2.21 "Termination Date"........................................ 3
SECTION 3. ENROLLMENT AND CONTRIBUTIONS.................................... 3
3.1 Eligibility for Enrollment................................ 3
3.2 Enrollment Procedure...................................... 4
3.3 Contributions............................................. 4
3.4 Option Accounts........................................... 4
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Bunzl Non-Qualified Employee Stock Purchase Plan (U.S.)
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PAGE
----
SECTION 4. GRANT AND EXERCISE OF OPTION.................................... 5
4.1 Grant of Options; Terms................................... 5
4.2 Purchase of Stock; Price.................................. 5
4.3 Option Accounts........................................... 6
4,4 No Interest on Account Balances........................... 6
SECTION 5. TERMINATION OF ENROLLMENT....................................... 6
5.1 Termination of Enrollment................................. 6
5.2 Distribution to Employee.................................. 7
5.3 Beneficiaries............................................. 7
SECTION 6. PLAN ADMINISTRATION............................................. 7
6.1 Committee................................................. 7
6.2 Committee Powers.......................................... 8
6.3 Committee Actions......................................... 8
6.4 Member Who is Participant................................. 8
6.5 Information Required from Company......................... 8
6.6 Information Required from Employees....................... 9
SECTION 7. AMENDMENT AND TERMINATION....................................... 9
7.1 Amendment................................................. 9
7.2 Termination............................................... 9
7.3 Rights Upon Termination................................... 9
SECTION 8. GENERAL PROVISIONS..............................................10
8.1 No Transfer or Assignment.................................10
8.2 Rights as Stockholder.....................................10
8.3 Rights as Employee........................................10
8.4 Costs.....................................................10
8.5 Liability for Taxes.......................................10
8.6 Reports...................................................10
8.7 Actions by Company........................................10
8.8 Governmental Approval.....................................10
8.9 Applicable Law............................................10
8.10 Gender and Number.........................................10
8.11 Headings..................................................11
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Plan Rules
BUNZL EMPLOYEE STOCK PURCHASE PLAN (U.S.)
SECTION 1. INTRODUCTION
1.1 Purpose. The Company hereby establishes the Plan to provide
eligible Employees the opportunity to acquire a proprietary interest in the
Company and thereby provide employees with an additional incentive to
contribute to the long-term profitability and success of the Company and its
subsidiaries. The Plan is for the exclusive benefit of eligible employees of
the Company and its subsidiaries.
1.2 Stock Purchase Plan. The Plan is a non-qualified stock purchase
plan that is not intended to satisfy the requirements of Section 423 of the
Internal Revenue Code of 1986, as amended.
1.3 Effective Date and Term. The Plan will be effective January 1,
2000 (or such later date designated by the Committee). The Plan shall continue
in effect until terminated in accordance with Section 7.2.
1.4 Participating Companies. Bunzl Northeast, L.P. will be deemed to
have adopted the Plan for its eligible Employees as of the Effective Date. The
Committee may add or delete participating Companies from time to time in the
Committee's sole discretion.
1.5 Stock Subject to Plan.
(a) The Stock subject to purchase under the Plan shall be
acquired in the market by the Custodian.
(b) In case of a reorganization, recapitalization, stock
split, reverse stock split, stock dividend, combination of shares,
merger, consolidation, offering of rights or other change in the
capital structure of the Company, the Committee shall make such
adjustment as it deems appropriate in the number, kind and purchase
price of Stock available for purchase under the Plan so that the
aggregate consideration payable by the Company, and the value of the
benefit to Employees, shall not be changed.
SECTION 2. DEFINITIONS
For purposes of this Plan, the following words and phrases, whether
or not capitalized, have the meanings specified below, unless the context
plainly requires a different meaning:
2.1 "Beneficiary" means a person to whom all or a portion of the
Stock or cash amounts due to the Employee under this Plan will be paid if the
Employee dies before receiving such Stock or cash amounts.
2.2 "Board" means the Board of Directors from time to time of the
Company.
2.3 "Change of Control" means:
(a) Any person, alone or in concert with others, obtains
control of the Company (within the meaning of section 840 of the
Taxes Act 1988) as a result of making a general offer to acquire
shares in the
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Plan Rules
Company; or
(b) Any person becomes bound or entitled to acquire shares
in the Company under sections 428 to 430F of the Companies Act 1985,
or under section 425 of that Act the Court sanctions a compromise or
arrangement proposed for the purposes of or in connection with a
scheme for the reconstruction of the Company or its amalgamation with
any other company or companies, or if the Company passes a resolution
for voluntary winding up, or if an order is made for the compulsory
winding up of the Company; or
(c) Any company ("the acquiring company"):
(i) Obtains control of the Company as a result of making:
(1) A general offer to acquire the whole
of the issued ordinary share capital of the Company
which is made on a condition such that if it is
satisfied the person making the offer will have
control of the Company; or
(2) A general offer to acquire all the
shares in the Company which are of the same class
as the shares represented by Stock under the Plan;
or
(ii) Obtains control of the Company in pursuance of
a compromise or arrangement sanctioned by the court under
section 425 of the Companies Act 1985 or Article 418 of the
Companies (Northern Ireland) Order 1986; or
(iii) Becomes bound or entitled to acquire shares in the
Company under sections 428 to 430F of that Act or
Articles 421 to 423 of that Order.
2.4 "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and all regulations thereunder.
2.5 "Committee" means the Remuneration Committee of the Board.
2.6 "Company" means Bunzl plc and its respective successors and
assigns.
2.7 "Compensation" means wages within the meaning of Section 3401(a)
of the Code for services rendered paid in cash to an Employee by an Employer
during the applicable period specified in the Plan, and any amounts
contributed by the Employee to any plan or plans established by an Employer in
accordance with Sections 125 or 401(k) of the Code.
2.8 "Custodian" means the custodian for the Plan appointed by the
Committee.
2.9 "Effective Date" means January 1, 2000; or such later date
designated by the Committee.
2.10 "Employee" means any common law employee of an Employer who:
(a) Is customarily employed for more than five months in a
calendar year; and
(b) Has completed at least one year of Service.
2.11 "Employer" means a Participating Company.
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2.12 "Fair Market Value" means, with respect to Stock as of a
particular day, the fair market value as determined by the Committee based on
the sale price or prices of the Stock in the market.
2.13 "Offering Date" means the first day of the Offering Period.
2.14 "Offering Period" means January, 2000 and each consecutive month
thereafter; or such other period designated by the Committee in its sole
discretion.
2.15 "Option Account" means the Account maintained on behalf of the
Employee under Section 3.4 to which contributions to the Plan are credited and
from which amounts are withdrawn to exercise options as of a Termination Date.
2.16 "Participating Company" means an entity which is participating
in the Plan in accordance with Section 1.4.
2.17 "Plan" means the Bunzl Non-Qualified Employee Stock Purchase
Plan (U.S.), as described in this document and as amended from time to time.
2.18 "Service" means, in respect of an Employee, a period of
continuous employment with the Company or any Subsidiary (while a Subsidiary),
including periods of approved leaves of absence; provided that any period of
continuous service that precedes a break in service of five or more years
shall be disregarded and any period of continuous service of one or more years
that precedes a break in service of less than five years shall be restored
thirty (30) days after reemployment. Continuous employment with a Subsidiary
before such company became a Subsidiary and continuous employment with a
former owner of a business acquired by the Company or a Subsidiary shall be
included in Service at the discretion of the Committee.
2.19 "Stock" means an American Depository Receipt representing five
ordinary shares of 25p of the Company.
2.20 "Subsidiary" means any corporation or other entity in an
unbroken chain beginning with the Company if, at the time an option is
granted, each of the corporations or other entities other than the last owns
50% or more of the total combined voting power of all classes of stock in one
of the other corporations or other entities in the chain.
2.21 "Termination Date" means the last day of an Offering Period;
provided however, that if the last day of an Offering Period is not a business
day, the immediately preceding business day shall be the Termination Date.
SECTION 3. ENROLLMENT AND CONTRIBUTIONS
3.1 Eligibility for Enrollment.
(a) An Employee may enroll in the Plan for an Offering
Period unless one of the following applies:
(i) The Employee would, immediately upon
enrollment, own directly or indirectly, or hold options or
rights to acquire, an aggregate of 5% or more of the total
combined voting power or value of all outstanding shares of
all classes of the Company or any Subsidiary,
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determined in accordance with Section 423(d) of the Code; or
(ii) The Employee is not employed by an Employer on
the Offering Date; or
(iii) The terms of the Employee's employment is
covered by a collective bargaining agreement and the
agreement does not provide for participation in the Plan.
(b) The Committee or its designee will notify an Employee
that the Employee is first eligible to enroll in the Plan and make
available to each eligible Employee the necessary enrollment forms
before the Offering Date.
3.2 Enrollment Procedure.
(a) To enroll in the Plan for an Offering Period, an
Employee must file an enrollment form with the Employer and elect to
make contributions under the Plan in accordance with Section 3.3. The
enrollment form must be received by the Employer at least fifteen
(15) calendar days prior to the Offering Date and must state the
contribution rate elected by the Employee for the Offering Period.
(b) An Employee whose enrollment in and contributions under
the Plan continue throughout an Offering Period will automatically be
enrolled in the Plan for the next Offering Period unless (i) the
Employee files a written notice of withdrawal with the Employer
before the Offering Date for the next Offering Period in accordance
with Section 5.1(a)(i) or (ii) on the Offering Date the Employee is
described in Section 3.1(a)(i), (ii) or (iii). The contribution rate
for an Employee who is automatically enrolled for an Offering Period
pursuant to this Section will be the contribution rate in effect for
the immediately preceding Offering Period, unless the Employee files
an amended enrollment form with the Employer at least fifteen (15)
calendar days prior to the next subsequent Offering Period
designating a different contribution rate.
3.3 Contributions.
(a) To enroll for the first time in the Plan for an Offering
Period, an Employee must elect to make a contribution under the Plan,
subject to the terms and conditions prescribed below, by means of
payroll deduction for each payroll period within the Offering Period.
(b) An Employee may elect to make payroll deduction
contributions in amounts not less than 1% of Compensation per payroll
period and not more than the lesser of (i) 10% of Compensation per
Offering Period (or such other amount as the Committee may establish
from time to time and communicate to Employees before the Offering
Date) or (ii) a percentage of Compensation for each payroll period
that ensures that the limit on the purchase of shares of Stock
specified in Section 4.1 is not exceeded for the Offering Period.
(c) Payroll deductions will commence with the first payroll
period that begins within the Offering Period and will be made in
conformity with the Employer's payroll deduction schedule and
practices.
(d) Except as provided in Section 5.1, an Employee may elect
to increase, decrease or discontinue contributions only as of the
beginning of the first payroll period in an Offering Period by giving
written notice to the Employer at least fifteen (15) calendar days
before such payroll period takes effect.
3.4 Option Accounts . All contributions made by an Employee under the
Plan will be credited to an Option Account maintained by the Company or the
Custodian on behalf of the Employee. The Company will make the credit as soon
as practicable after the contributions are withheld from the Employee's
Compensation.
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3.5 No Funding of Accounts. No cash shall be set aside with respect
to an Option Account. Nothing contained in this Plan and no action taken
pursuant to the provisions hereof shall create or be construed to create a
trust of any kind, or a fiduciary relationship between the Company or the
Employer and any Employee or any other person with respect to an Option
Account. Amounts credited to an Option Account at any time and from time to
time shall be the general assets of the Employer. To the extent that any
person acquires a right to receive the benefit of amounts credited to an
Option Account, such right shall be that of an unsecured general creditor of
the Employer.
SECTION 4. GRANT AND EXERCISE OF OPTION
4.1 Grant of Options; Terms. Enrollment in the Plan for an Offering
Period will constitute the grant by the Company of an option to purchase Stock
under the Plan during such Offering Period. Enrollment in the Plan (whether
initial or continuing) for each Offering Period will constitute a new grant of
an option to purchase Stock under the Plan for that Offering Period. Each
option will be subject to the following terms:
(a) The option price will be as specified in Section 4.2.
(b) Except as limited in (e) below, the number of units of
Stock subject to the option will equal the number of whole and
fractional units of Stock, in twenty percent (20%) increments, that
can be purchased at the option price specified in Section 4.2 with
the aggregate amount credited to the Employee's Option Account as of
the Termination Date.
(c) The option will be exercised automatically as of the
Termination Date for the Offering Period.
(d) The payment by an Employee for the Stock purchased under
an option will be made only from amounts credited to the Employee's
Option Account as a result of contributions through payroll deduction
in accordance with Section 3.3.
(e) No Employee shall be granted an option which permits his
right to purchase Stock (when taken together with all other options
held by such Employee under the Plan and under any other stock
purchase plan of the Company or any Subsidiary) to exceed twenty-five
thousand dollars ($25,000.00) of Fair Market Value of Stock
(determined at the time such option is granted) for each calendar
year in which such option is outstanding at any time.
4.2 Purchase of Stock; Price.
(a) As soon as practicable after the Termination Date of
each Offering Period, the Custodian will apply to the purchase of
Stock the amounts credited to each Employee's Option Account as of
such Termination Date. The Company shall pay any additional amount
required to purchase the number of units of Stock determined in
accordance with Section 4.1(b). The Stock so purchased for each
Employee shall be allocated to the Option Account for the Employee.
The Stock shall be held by the Custodian on behalf of the Employee
and registered in the name of a nominee.
(b) The option price of each unit of Stock purchased as of a
Termination Date shall be 80% of the Fair Market Value of the Stock
on such Termination Date; or such other price designated by the
Committee in its sole discretion.
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4.3 Option Accounts
(a) All whole and fractional units of Stock purchased on
behalf of an Employee as of a Termination Date shall be credited to
such Employee's Option Account, as of such Termination Date. Any cash
insufficient to purchase a fractional unit described in Section
4.1(b) shall be carried over to the next Offering Period. Dividends
payable with respect to Stock credited to the Employee's Option
Account will be credited to the Employee's Option Account and
reinvested in additional Stock which shall be purchased by the
Custodian in the open market as soon as administratively feasible
following receipt of the dividend payment by the Custodian.
(b) In the event the amount withheld through payroll
deductions with respect to an Offering Period exceeds the option
price of the Stock available for purchase for such Employee for that
Offering Period, the excess of the amount so withheld over the option
price of the Stock so purchased for the Employee shall be returned to
the Employee without interest.
(c) No Employee may sell, transfer or otherwise dispose of
Stock credited to the Employee's Option Account other than Stock
acquired with dividends credited to such Option Account until any
date which is at least twelve months following the Termination Date
as of which such Stock was purchased, except in the event of
termination of employment, death or hardship of the Employee, as
determined by the Committee in accordance with uniform procedures
established by such Committee, or in the event of a Change of Control
of the Company. Any sale, transfer or other disposition of Stock by
an Employee, former Employee or Beneficiary shall be subject to such
laws, regulations or procedures as may be applicable from time to
time in respect to dealing in the Stock or the shares represented by
the Stock.
4.4 No Interest on Account Balances . No interest or other earnings
will be credited to any Option Account with respect to (a) amounts credited
thereto during an Offering Period or (b) amounts to be returned to the
Employee. Neither the Committee nor the Company or any Employer shall have any
obligation to invest or otherwise manage amounts credited to an Option
Account, other than to apply such amounts to the purchase of Stock in
accordance with the terms of this Plan.
SECTION 5. TERMINATION OF ENROLLMENT
5.1 Termination of Enrollment.
(a) An Employee's enrollment in the Plan will terminate
under the following circumstances:
(i) An Employee's enrollment will terminate as of
the beginning of the Offering Period that is at least
fifteen (15) calendar days after the Employee files with the
Company a written notice of withdrawal.
(ii) An Employee's enrollment will terminate on
termination of employment with the Employer for any reason.
(iii) An Employee's enrollment will terminate as of
the date on which the Employee would own directly or
indirectly, or hold options or rights to acquire, an
aggregate of 5% or more of the total combined voting power
or value of all outstanding shares of all classes of the
Company or any Subsidiary, determined in accordance with
Sections 423(d) and (f) of the Code.
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(iv) An Employee's enrollment will terminate upon
termination of the Plan or as of the date the relevant
Employer ceases to be a Subsidiary.
(b) An Employee whose enrollment in the Plan terminates
under this Section other than by reason of termination of the Plan
may again enroll in the Plan as of any subsequent Offering Date if
the Employee satisfies the eligibility conditions of Section 3.1 as
of such date.
5.2 Distributions to Employee.
(a) As soon as practicable after an Employee's enrollment in
the Plan terminates under Section 5.1:
(i) The Employer will pay to the Employee all cash
amounts credited to the Employee's Option Account as of the
date of termination; and
(ii) If enrollment terminates pursuant to Section
5.1(a)(ii) or 5.1(a)(iv), the Committee will direct the
Custodian to distribute to the Employee certificates
representing the whole units of Stock then credited to the
Employee's Option Account and cash equal to the Fair Market
Value of any fractional unit of Stock.
(b) If an Employee's enrollment terminates as a result of
death, or if the Employee's death occurs before the Employee receives
a distribution under this Section, all cash amounts payable under
this Section to the Employee will be paid to the Employee's
Beneficiary.
(c) An Employee may from time to time request distribution
in whole units of Stock with respect to that portion of Stock then
credited to the Employee's Option Account which is not then subject
to the sale restriction in Section 4.3(c). The Custodian shall pay to
the Employee cash equal to the Fair Market Value of any fractional
unit when all whole units of Stock have been distributed.
5.3 Beneficiaries.
(a) An Employee may designate one or more persons
(concurrently, contingently or successively) to whom cash amounts
credited to the Option Account will be distributed if the Employee
dies before receiving complete payment of such amounts. Any such
designation must be made on a form provided by the Company for this
purpose, will be effective on the date received by the Company, and
may be revoked by the Employee at any time.
(b) If the Employee fails to designate a beneficiary or if
no designated beneficiary survives the Employee, then any cash
amounts shall be paid to the Employee's estate.
SECTION 6. PLAN ADMINISTRATION
6.1 Committee. The Plan will be administered by the Committee.
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6.2 Committee Powers.
(a) The Committee will have all powers appropriate to
administer the Plan including, but not limited to, the following:
(i) To determine all questions that may arise under
the Plan, including the power to determine the rights or
eligibility of an Employee or their Beneficiaries;
(ii) To construe the terms of the Plan and to
remedy ambiguities, inconsistencies or omissions;
(iii) To adopt such rules of procedure and
prescribe such forms as it considers appropriate for the
proper administration of the Plan and are consistent with
the Plan;
(iv) To enforce the Plan provisions and the rules
of procedure which it adopts;
(v) To employ agents, attorneys, accountants,
actuaries or other persons, and to allocate or delegate to
them such powers, rights and duties as it considers
appropriate for the proper administration of the Plan.
(b) The Committee will have such further powers and duties
as may be elsewhere specified in the Plan.
6.3 Committee Actions. The actions of the Committee may be taken at
a meeting by a majority of its members, in writing without a meeting if all
members of the Committee sign such writing or by the use of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other and participation in such a
meeting in this manner shall constitute attendance and presence in person at
the meeting of the person or persons so participating for all purposes. In
taking action:
(a) The Committee may allocate authority to a specific
member(s) of the Committee to carry out such duties as the Committee
may assign;
(b) A member of the Committee may by writing delegate any or
all of such member's rights, powers, and duties to any other member
of the Committee, with the consent of the latter;
(c) The Committee may delegate to any agents, which may
include a Plan Committee, such duties and powers, as it deems
appropriate, by an instrument in writing which specifies which duties
are so delegated and to whom each such duty is so delegated; and
(d) When there is an even division of opinion among the
members of the Committee as to a matter, the Board will decide the
matter, provided, however, that no member of the Board may vote on
such a matter if it concerns such member's individual rights,
privileges or obligations under the Plan.
6.4 Member Who is Participant . If a member of the Committee is an
Employee, such member may not decide any matter relating to the member's
participation or Option Account or how the Option Account is to be paid to the
member that the member would not have the right to decide in the absence of
membership on the Committee, and no Employee will receive any compensation for
services as a member of the Committee.
6.5 Information Required from Company . The Company will furnish the
Committee with such data and information as the Committee deems appropriate to
administer the Plan. The records of the Company and the
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Employers as to an Employee's Compensation will be conclusive on all persons
unless determined by the Committee to be clearly incorrect.
6.6 Information Required from Employees . Each person entitled to
benefits under the Plan must furnish the Company from time to time in writing
such person's mailing address, each change of mailing address and such other
data and information as the Committee deems appropriate to administer the
Plan. Any communication, statement or notice mailed with postage prepaid to
any person at the last mailing address filed with the Company will be binding
upon such person for all purposes of the Plan.
SECTION 7. AMENDMENT AND TERMINATION
7.1 Amendment.
(a) The Company reserves the right to amend the Plan from
time to time subject to the following limitations:
(i) No amendment will make any change in an option
granted previously and outstanding which adversely affects
the rights of an Employee with respect to such option.
(ii) No amendment will reduce the amount of an
Employee's Option Account balance.
(b) The Company may delegate to the Committee or its
officers the power to amend the Plan as the Company deems
appropriate, subject to the limitations of this Section.
7.2 Termination . The Plan is entirely voluntary on the part of the
Company and the continuance of the Plan should not be construed as a
contractual obligation of the Company. Accordingly, the Company reserves the
right to terminate the Plan at any time. Unless sooner terminated by the
Company, the Plan shall terminate on the end of the tenth year beginning on or
after the Effective Date. No option may be granted under the Plan after the
Plan is terminated.
7.3 Rights Upon Termination.
(a) If the Plan terminates, the Committee may elect to
terminate all outstanding options to purchase shares of Stock under
the Plan either immediately or upon completion of the purchase of
Stock on the next following Termination Date.
(b) If the Committee terminates an option to purchase Stock
prior to the expiration of the option, all amounts contributed to the
Plan which remain in an Employee's Option Account will be returned to
the Employee as soon as practicable.
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SECTION 8. GENERAL PROVISIONS
8.1 No Transfer or Assignment. The rights of an Employee under the
Plan may not be sold, pledged, assigned or transferred, voluntarily or
involuntarily, in any manner other than by will or the laws of descent and
distribution. Any such attempted sale, pledge, assignment or transfer shall be
without effect. An Employee's rights and all options granted under the Plan
shall only be exercisable during his or her lifetime by such Employee.
8.2 Rights as Stockholder. The grant of an option to purchase shares
of Stock under the Plan will not confer upon an Employee any rights as a
stockholder of the Company with respect to Stock subject to the option. An
Employee will become a stockholder with respect to Stock subject to an option
under the Plan only when the purchase of such Stock is completed as of a
Termination Date.
8.3 Rights as Employee. The Plan is not a contract of employment,
and the grant of an option to purchase Stock under the Plan will not confer
upon any Employee the right to be retained in the employ of the Company or any
Employer. An Employee's enrollment in the Plan shall constitute a waiver of
any and all rights to compensation or damages relating to the cessation of
such Employee's eligibility to participate in the Plan upon termination of the
Plan or termination of the Employee's employment for any reason whatsoever.
8.4 Costs. All costs and expenses incurred in the administration of
the Plan will be paid by the Company. Any brokerage fees or expenses for the
sale or transfer of Stock by an Employee will be borne by the Employee.
8.5 Liability for Taxes. Each Employee shall be responsible for, and
will indemnify the Employer against, any federal, state or local income or
other applicable taxes, including any interest or penalties relating thereto,
to which the Employee may be subject as a result of the Employee's
participation in the Plan or the Employee's sale of Stock acquired thereunder.
8.6 Reports. The Committee will provide or cause to be provided to
each Employee no less frequently than annually a report of the Employee's
contributions under the Plan for the reporting period, the Stock purchased
with such contributions, and any dividends received with respect to such
Stock.
8.7 Actions by Company. Any action taken by the Company with respect
to the Plan will be by resolution of its Board of Directors or by a person or
persons authorized by resolution of its Board of Directors.
8.8 Governmental Approval. The Plan and any offering or sale made to
Employees under the Plan is subject to any governmental requirements,
approvals or consents that are or may become applicable in connection
herewith.
8.9 Applicable Law. The Plan will be governed by the laws of the
State of Missouri, without regard to the law of conflicts of such state, to
the extent that federal law does not preempt such laws.
8.10 Gender and Number. When the context permits, words in the Plan
used in the masculine gender include the feminine gender, words in the
singular include the plural and words in the plural include the singular.
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8.11 Headings. All headings in the Plan are included solely for ease
of reference and do not bear on the interpretation of the text.
The undersigned hereby certifies that this Plan was duly adopted by
the Board on ________________________________, 1999.
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Name
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Title
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