<PAGE> 1
As filed with the Securities and Exchange Commission on August 14, 1998.
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-------------------------
THE WILLIAMS COMPANIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 73-0569878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Williams Center 74172
Tulsa, Oklahoma (Zip Code)
(Address of principal executive offices)
-------------------------
THE WILLIAMS COMMUNICATIONS STOCK PLAN
(Full title of plan)
-------------------------
DAVID M. HIGBEE, ESQ.
The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
(918) 573-2000
(Name, address and telephone number of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Unit(1) Price(2) Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock,
($1 par value) 2,000,000(3) $ 29 3/16 $ 58,375,000 $ 17,221
===========================================================================================================
</TABLE>
(1) Estimated based on the reported New York Stock Exchange composite
transactions closing price on August 11, 1998.
(2) Estimated solely for the purpose of calculating the filing fee.
(3) Includes an equal number of Rights issuable under The Williams
Companies, Inc. Rights Plan.
===============================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference and made a
part of this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 1998.
(c) The Company's Current Reports on Form 8-K dated February 22,
April 27, May 18, and July 22, 1998.
(d) "Description of Capital Stock of the Company following the
Merger" pp. 55-57 of The Company's Registration Statement on
Form S-4, No. 333-44963, filed January 27, 1998.
All reports subsequently filed by the Company and the Plan pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and schedule of the Company
appearing in the Company's Current Report on Form 8-K dated May 18, 1998, for
the three years ended December 31, 1997, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference, which is based in part on the
report of Deloitte & Touche LLP, independent auditors, (which report expresses
an unqualified opinion and includes explanatory paragraphs relating to certain
litigation to which MAPCO Inc. is a defendant and the change in its method of
accounting for business process reengineering activities to conform to the
consensus reached by the Emerging Issues Task Force in Issue No. 97-13). Such
consolidated financial statements and schedule are incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in auditing and accounting.
The reports of independent auditors relating to the audited consolidated
financial statements and schedules of the Company in any documents filed
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the termination of the offering to the extent covered
by consents thereto filed with the Securities and Exchange Commission will be
incorporated by reference in reliance upon the reports of such independent
auditors pertaining to such financial statements given upon the authority of
such independent auditors as experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is empowered by Section 145 of the General Corporation Law
of Delaware, subject to the procedures and limitations stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of the Company. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors,
or otherwise. The By-laws of the Company provide for indemnification by the
Company of its directors and officers to the fullest extent permitted by the
General Corporation Law of Delaware. In addition, the Company has entered into
indemnity agreements with
-2-
<PAGE> 3
its directors and certain officers providing for, among other things, the
indemnification of and the advancing of expenses to such individuals to the
fullest extent permitted by law, and, to the extent insurance is maintained,
for the continued coverage of such individuals.
Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
-3-
<PAGE> 4
ITEM 8. EXHIBITS.
*(4.1) -- Restated Certificate of Incorporation of Williams
(filed as Exhibit 4(a) to Form 8-B Registration
Statement, filed August 20, 1987).
*(4.2) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated May 20, 1994 (filed as Exhibit
3(d) to Form 10-K for the fiscal year ended December
31, 1994).
*(4.3) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated May 15, 1997 (filed as Exhibit 4.3
to the Registration Statement on Form S-8, filed
November 21, 1997).
*(4.4) -- Certificate of Amendment of Restated Certificate of
Incorporation, dated February 26, 1998 (filed as
Exhibit 3(d) to Form 10-K for the year ended December
31, 1997).
*(4.5) -- Certificate of Increase of Authorized Number of Shares
of Shares A Junior Participating Preferred Stock, dated
January 26, 1989 (filed as Exhibit 3(c) to Form 10-K
for the year ended December 31, 1988).
*(4.6) -- Certificate of Increase of Authorized Number of Shares
of Series A Junior Participating Preferred Stock, dated
February 5, 1996 (filed as Exhibit 3(f) to Form 10-K
for the year ended December 31, 1995).
*(4.7) -- Certificate of Increase of Authorized Number of Shares
of Series A Junior Participating Preferred Stock, dated
December 30, 1997 (filed as Exhibit 3(g) to Form 10-K
for the year ended December 31, 1997).
*(4.8) -- Certificate of Designation with respect to the $3.50
Cumulative Convertible Preferred Stock (filed as
Exhibit 3.1(c) to the Prospectus and Information
Statement to Amendment No. 2 to the Registration
Statement on Form S-4, filed March 30, 1995).
*(4.9) -- By-laws of Williams, as amended, (filed as Exhibit 3 to
Form 10-Q for the quarter ended September 30, 1996).
*(4.10) -- Form of Senior Debt Indenture between the Company and
Chase Manhattan Bank (formerly Chemical Bank), Trustee,
relating to the 10 1/4% Debentures, due 2020; the
9 3/8% Debentures, due 2021; the 8 1/4% Notes, due 1998;
Medium-Term Notes (9.10%-9.31%), due 2001; the 7 1/2%
Notes, due 1999, and the 8 7/8% Debentures, due 2012
(filed as Exhibit 4.1 to Form S-3 Registration
Statement No. 33-33294, filed February 2, 1990).
*(4.11) -- U.S. $1,000,000,000 Amended and Restated Credit
Agreement, dated as of July 23, 1997, among Williams
and certain of its subsidiaries and the banks named
therein and Citibank, N.A. as agent (filed as Exhibit
4(c) to Form 10-K for the year ended December 31,
1997).
*(4.12) -- Form of Senior Debt Indenture between the Company and
The First National Bank of Chicago, Trustee, relating
to 6.50% Notes due 2002; 6.625% Notes due 2004;
floating rate notes due 2000; 6 1/8% Notes due 2001;
6 1/8% Mandatory Putable/Remarketable Securities due
2012; 6.20% Notes due 2002; and 6.50% Notes due 2006
(filed as Exhibit 4.1 to Registration Statement on Form
S-3 filed September 8, 1997).
*(4.13) -- Form of Debenture representing $360,000,000 principal
amount of 6% Convertible Subordinated Debenture Due
2005 (filed as Exhibit 4.7 to the Registration
Statement on Form S-8, filed August 30, 1996).
*(4.14) -- Form of Warrant to purchase 22,611,441 shares of the
Common Stock of the Company (filed as exhibit 4.8 to
the Registration Statement on Form S-8, filed August
30, 1996).
*(4.15) -- Rights Agreement, dated as of February 6, 1996, between
Williams and First Chicago Trust Company of New York
(filed as Exhibit 4 to Williams Form 8-K, dated January
21, 1996).
-4-
<PAGE> 5
(5.1) -- Opinion and Consent of David M. Higbee, Esq., Secretary
and Counsel for the Company, relating to the validity
of the securities.
(23.1) -- Consent of David M. Higbee (contained in Exhibit 5.1).
(23.2) -- Consent of Ernst & Young LLP.
(23.3) -- Consent of Deloitte & Touche LLP.
(24.1) -- Power of Attorney.
(24.2) -- Certified copy of resolution authorizing signatures
pursuant to Power of Attorney.
(99) -- The Williams Communications Stock Plan
- -----------------------------
* The exhibits have heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and are incorporated herein by
reference.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering. Include the following if the securities are
registered pursuant to Rule 415 under the Securities Act:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement;
(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) of this Section 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 in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
-5-
<PAGE> 6
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 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.
-6-
<PAGE> 7
SIGNATURES
The Registrant. 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 Tulsa and State of Oklahoma on the
14th day of August, 1998.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By s/David M. Higbee
-------------------------------
(David M. Higbee,
Attorney-in-fact)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on August 14, 1998:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board, President
- -------------------------- and Chief Executive Officer
Keith E. Bailey (Principal Executive Officer)
* Senior Vice President
- -------------------------- (Principal Financial Officer)
Jack D. McCarthy
* Controller
- -------------------------- (Principal Accounting Officer)
Gary R. Belitz
* Director
- --------------------------
Glenn A. Cox
Director
- --------------------------
Thomas H. Cruikshank
* Director
- --------------------------
William E. Green
* Director
- --------------------------
Patricia L. Higgins
* Director
- --------------------------
W. R. Howell
* Director
- --------------------------
Robert J. LaFortune
* Director
- --------------------------
James C. Lewis
</TABLE>
-7-
<PAGE> 8
<TABLE>
<S> <C>
* Director
- --------------------------
Jack A. MacAllister
* Director
- --------------------------
Frank T. MacInnis
* Director
- --------------------------
Peter C. Meinig
* Director
- --------------------------
Kay A. Orr
* Director
- --------------------------
Gordon R. Parker
* Director
- --------------------------
Joseph H. Williams
*By s/David M. Higbee
-----------------------------------
(David M. Higbee, Attorney-in-fact)
</TABLE>
-8-
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
*(4.1) -- Restated Certificate of Incorporation of Williams (filed as Exhibit 4(a) to Form 8-B Registration
Statement, filed August 20, 1987).
*(4.2) -- Certificate of Amendment of Restated Certificate of Incorporation, dated May 20, 1994 (filed as
Exhibit 3(d) to Form 10-K for the fiscal year ended December 31, 1994).
*(4.3) -- Certificate of Amendment of Restated Certificate of Incorporation, dated May 15, 1997 (filed as
Exhibit 4.3 to the Registration Statement on Form S-8, filed November 21, 1997).
*(4.4) -- Certificate of Amendment of Restated Certificate of Incorporation, dated February 26, 1998 (filed
as Exhibit 3(d) to Form 10-K for the year ended December 31, 1997).
*(4.5) -- Certificate of Increase of Authorized Number of Shares of Shares A Junior Participating Preferred
Stock, dated January 26, 1989 (filed as Exhibit 3(c) to Form 10-K for the year ended December 31,
1988).
*(4.6) -- Certificate of Increase of Authorized Number of Shares of Series A Junior Participating Preferred
Stock, dated February 5, 1996 (filed as Exhibit 3(f) to Form 10-K for the year ended December 31,
1995).
*(4.7) -- Certificate of Increase of Authorized Number of Shares of Series A Junior Participating Preferred
Stock, dated December 30, 1997 (filed as Exhibit 3(g) to Form 10-K for the year ended December 31,
1997).
*(4.8) -- Certificate of Designation with respect to the $3.50 Cumulative Convertible Preferred Stock (filed
as Exhibit 3.1(c) to the Prospectus and Information Statement to Amendment No. 2 to the
Registration Statement on Form S-4, filed March 30, 1995).
*(4.9) -- By-laws of Williams, as amended, (filed as Exhibit 3 to Form 10-Q for the quarter ended September
30, 1996).
*(4.10) -- Form of Senior Debt Indenture between the Company and Chase Manhattan Bank (formerly Chemical
Bank), Trustee, relating to the 10 1/4% Debentures, due 2020; the 9 3/8% Debentures, due 2021; the
8 1/4% Notes, due 1998; Medium-Term Notes (9.10%-9.31%), due 2001; the 7 1/2% Notes, due 1999, and
the 8 7/8% Debentures, due 2012 (filed as Exhibit 4.1 to Form S-3 Registration Statement No. 33-
33294, filed February 2, 1990).
*(4.11) -- U.S. $1,000,000,000 Amended and Restated Credit Agreement, dated as of July 23, 1997, among
Williams and certain of its subsidiaries and the banks named therein and Citibank, N.A. as agent
(filed as Exhibit 4(c) to Form 10-K for the year ended December 31, 1997).
*(4.12) -- Form of Senior Debt Indenture between the Company and The First National Bank of Chicago, Trustee,
relating to 6.50% Notes due 2002; 6.625% Notes due 2004; floating rate notes due 2000; 6 1/8% Notes
due 2001; 6 1/8% Mandatory Putable/Remarketable Securities due 2012; 6.20% Notes due 2002; and
6.50% Notes due 2006 (filed as Exhibit 4.1 to Registration Statement on Form S-3 filed September 8,
1997).
*(4.13) -- Form of Debenture representing $360,000,000 principal amount of 6% Convertible Subordinated
Debenture Due 2005 (filed as Exhibit 4.7 to the Registration Statement on Form S-8, filed August
30, 1996).
*(4.14) -- Form of Warrant to purchase 22,611,441 shares of the Common Stock of the Company (filed as exhibit
4.8 to the Registration Statement on Form S-8, filed August 30, 1996).
*(4.15) -- Rights Agreement, dated as of February 6, 1996, between Williams and First Chicago Trust Company of
New York (filed as Exhibit 4 to Williams Form 8-K, dated January 21, 1996).
</TABLE>
<PAGE> 10
<TABLE>
<S> <C> <C>
(5.1) -- Opinion and Consent of David M. Higbee, Esq., Secretary and Counsel for the Company, relating to
the validity of the securities.
(23.1) -- Consent of David M. Higbee (contained in Exhibit 5.1).
(23.2) -- Consent of Ernst & Young LLP.
(23.3) -- Consent of Deloitte & Touche LLP.
(24.1) -- Power of Attorney.
(24.2) -- Certified copy of resolution authorizing signatures pursuant to Power of Attorney.
(99) -- The Williams Communications Stock Plan.
</TABLE>
<PAGE> 1
Exhibit 5.1
[THE WILLIAMS COMPANIES LETTERHEAD]
August 14, 1998
The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
Dear Sirs:
The Williams Companies, Inc., a Delaware corporation (the "Company")
contemplates filing a Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), relating to the
registration of Common Stock of the Company, $1.00 par value (the "Common
Stock"), and associated Preferred Stock Purchase Rights (the "Rights"), to be
issued pursuant to the terms of The Williams Communications Stock Plan (the
"Plan").
As counsel for the Company, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and legal matters as I
deem relevant to the authorization and issuance of the Common Stock and the
Rights under the terms of the Plan. Based on such examination, it is my
opinion that the Common Stock has been duly authorized and, when issued and
delivered in accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable, and the Rights to which holders of Common Stock
issued under the Plan will be entitled, have been duly authorized and when
issued in accordance with their terms, will be validly issued.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ David M. Higbee
- -------------------
David M. Higbee
<PAGE> 1
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm in Item 5., "Interests of Named Experts
and Counsel," in the Registration Statement (Form S-8) pertaining to the
registration of 2,000,000 shares of The Williams Companies, Inc. common stock
to be used in connection with The Williams Communications Stock Plan and to
the incorporation by reference therein of our report dated April 3, 1998, with
respect to the consolidated financial statements and schedule of The Williams
Companies, Inc. for the three years ended December 31, 1997, which have been
restated to reflect the acquisition of MAPCO Inc., which has been accounted for
as a pooling of interest, included in The Williams Companies, Inc. Current
Report on Form 8-K dated May 18, 1998, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
August 11, 1998
<PAGE> 1
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Williams Companies, Inc. on Form S-8 of our report dated January 27, 1998
(March 3, 1998, as to Notes 2 and 16 to the MAPCO Inc. consolidated financial
statements) with respect to the consolidated financial statements of MAPCO
Inc., which report includes explanatory paragraphs relating to certain
litigation to which MAPCO Inc. is a defendant and the change in its method of
accounting for business process reengineering activities to conform to the
consensus reached by the Emerging Issues Task Force in Issue No. 97-13,
appearing in the Current Report on Form 8-K of The Williams Companies, Inc.
dated May 18, 1998 and to the reference to us under the heading "Interests of
Named Experts and Counsel."
Deloitte & Touche LLP
Tulsa, Oklahoma
August 11, 1998
<PAGE> 1
Exhibit 24.1
THE WILLIAMS COMPANIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as
hereinafter set forth below their signature, of THE WILLIAMS COMPANIES, INC., a
Delaware corporation ("Williams"), does hereby constitute and appoint WILLIAM
G. VON GLAHN, DAVID M. HIGBEE and SHAWNA L. BARNARD their true and lawful
attorneys and each of them (with full power to act without the others) their
true and lawful attorneys for them and in their name and in their capacity as a
director or officer, or both, of Williams, as hereinafter set forth below their
signature, to sign a registration statement on Form S-8 for the registration
under the Securities Act of 1933, as amended, of Common Stock of Williams
issuable to participants in the Williams Communications Group, Inc. Stock Plan
and any and all amendments and post-effective amendments to said registration
statement and any and all instruments necessary or incidental in connection
therewith; and
THAT the undersigned Williams does hereby constitute and
appoint WILLIAM G. VON GLAHN, DAVID M. HIGBEE and SHAWNA L. BARNARD its true
and lawful attorneys and each of them (with full power to act without the
others) its true and lawful attorney for it and in its name and on its behalf
to sign said registration statement and any and all amendments and
post-effective amendments thereto and any and all instruments necessary or
incidental in connection therewith.
Each of said attorneys shall have full power of substitution
and resubstitution, and said attorneys or any of them or any substitute
appointed by any of them hereunder shall have full power and authority to do
and perform in the name and on behalf of each of the undersigned, in any and
all capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully to all intents and purposes as each of the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys or any of them or of any such substitute pursuant hereto.
IN WITNESS WHEREOF, the undersigned have executed this
instrument, all as of the 21st day of May, 1998.
/s/ Keith E. Bailey /s/ Jack D. McCarthy
- ----------------------------- -----------------------------
Keith E. Bailey Jack D. McCarthy
Chairman of the Board, Senior Vice President
President and (Principal Financial Officer)
Chief Executive Officer
(Principal Executive Officer)
/s/ Gary R. Belitz
----------------------------
Gary R. Belitz
Controller
(Principal Accounting Officer)
<PAGE> 2
Page 2
/s/ Glenn A. Cox
- ------------------------------- ---------------------------------
Glenn A. Cox Thomas H. Cruikshank
Director Director
/s/ William E. Green /s/ Patricia L. Higgins
- ------------------------------- ---------------------------------
William E. Green Patricia L. Higgins
Director Director
/s/ W.R. Howell /s/ Robert J. LaFortune
- ------------------------------- ---------------------------------
W.R. Howell Robert J. LaFortune
Director Director
/s/ James C. Lewis /s/ Jack A. MacAllister
- ------------------------------- ---------------------------------
James C. Lewis Jack A. MacAllister
Director Director
/s/ Frank T. MacInnis /s/ Peter C. Meinig
- ------------------------------- ---------------------------------
Frank T. MacInnis Peter C. Meinig
Director Director
/s/ Kay A. Orr /s/ Gordon R.Parker
- ------------------------------- ---------------------------------
Kay A. Orr Gordon R. Parker
Director Director
/s/ Joseph H. Williams
-----------------------------
Joseph H. Williams
Director
THE WILLIAMS COMPANIES, INC.
By /s/ William G. von Glahn
------------------------------
William G. von Glahn
ATTEST: Senior Vice President
/s/ David M. Higbee
- ---------------------------
David M. Higbee
Secretary
<PAGE> 1
Exhibit 24.2
I, the undersigned, DAVID H. HIGBEE, Secretary of THE WILLIAMS
COMPANIES, INC., a Delaware company (hereinafter called the "Company"), do
hereby certify that at a meeting of the Board of Directors of the Company, duly
convened and held on May 21, 1998, at which a quorum of said Board was present
and acting throughout, the following resolutions were duly adopted:
RESOLVED that authorization be, and hereby is, given
for the issuance, from time to time, of up to two million
(2,000,000) shares of the Company's authorized but unissued
Common Stock, one dollar ($1.00) par value, and associated
preferred stock purchase rights, under the terms and provisions
of Williams Communications Group, Inc. Stock Plan (the "Plan").
RESOLVED that the officers of the Company be, and they
hereby are, authorized to execute and file with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, a Registration Statement on Form S- 8 or other
Securities Act registration form as may be considered
appropriate, and all amendments and supplements thereto, all
required exhibits and documents in connection therewith, the
prospectus contained therein and all amendments or supplements
thereto with respect to not more than two million (2,000,000)
shares of Common Stock, one dollar ($1.00) par value, and
associated preferred stock purchase rights, of the Company to be
issued in accordance with the terms and provisions of the Plan
and to make all such payments and to do or cause to be done all
other acts and things as, in their opinion or in the opinion of
any of them, may be necessary or desirable and proper in order
to effect such filing or in order that such Registration
Statement and any such amendment or amendments may become
effective and may remain in effect as long as shall be required.
RESOLVED that the form of power of attorney submitted
to this meeting for use in connection with the execution and
filing for and on behalf of the Company of the Registration
Statement referred to in the immediately preceding resolution
and any amendments or supplements thereto is hereby approved and
the Chairman of the Board, the President or any Vice President
of the Company be, and hereby is, authorized to execute said
power of attorney in the form so presented by, for and on behalf
of the Company.
<PAGE> 2
RESOLVED that the officers of the Company be, and they
hereby are, authorized and directed in the name and on behalf of
the Company to take any and all action which they may deem
necessary or advisable in order to effect the registration or
qualification (or exemption therefore) of such securities for
issue, offer, sale or trade under the Blue Sky or securities
laws of any state of the United States of America or elsewhere,
and in connection therewith to execute, acknowledge, verify,
deliver, file or cause to be published any applications,
reports, consents to service of process, appointments of
attorney to receive service of process and other papers and
instruments which may be required under such applications,
reports, consents to service of process, appointments of
attorney to receive service of process and other papers and
instruments which may be required under such laws and to take
any and all further action which they may deem necessary or
advisable in order to maintain any such registration or
qualification for as long as they deem necessary or as required
by law.
RESOLVED that the Chairman of the Board, the
President, any Vice President, the Secretary or any Assistant
Secretary of this Company be, and they hereby are, authorized to
execute and deliver on behalf of this Company applications for
the listing of not more than an additional two million
(2,000,000) shares of Common Stock of the Company reserved for
sale under the terms of the Plan together with associated
preferred stock purchase rights, on the New York Stock Exchange
and the Pacific Stock Exchange and said officers are further
authorized to take all such action and to file with such
exchanges all such documents as may be necessary in order to
accomplish the same.
RESOLVED that the Chairman of the Board, the
President, any Vice President, the Secretary or any Assistant
Secretary or any one or more of them be, and they hereby are,
authorized and empowered to appear before the New York Stock
Exchange and the Pacific Stock Exchange or any committees or any
representatives of such exchanges with authority to present such
applications for listing and to make such changes in such
applications or in any amendments relative thereto and to
furnish such information in connection therewith as may be
necessary or advisable to conform with the requirements for the
listing of such Common Stock on said New York Stock Exchange and
Pacific Stock Exchange.
RESOLVED that First Chicago Trust Company of New
York, transfer agent for the Company, as agent for the transfer
of certificates of the Company's Common Stock, one dollar
($1.00) par value, and Wells Fargo Bank as co-transfer agent,
be, and they hereby are, authorized (1) to record, countersign
and deliver to First Chicago Trust Company of New York as
registrar, or Wells Fargo
<PAGE> 3
Bank as co-registrar, certificates for shares of Common Stock,
one dollar ($1.00) par value, of the Company to be issued as
authorized under the terms of the Plan; (2) to deliver such
certificates when countersigned by such registrar or
co-registrar; and (3) from time to time to make transfers of
certificates for such shares of Common Stock with the same
authority and upon the terms and conditions as to such
additional shares of Common Stock as are fully set forth in the
resolutions previously adopted by the Board of Directors of the
Company with respect to presently outstanding Common Stock of
the Company.
RESOLVED that First Chicago Trust Company of New
York, as registrar for registration of the Company's Common
Stock, one dollar ($1.00) par value, and Wells Fargo Bank as
co-registrar, be, and they hereby are, authorized and directed
to record, when presented by First Chicago Trust Company of New
York, transfer agent, or Wells Fargo Bank, co-transfer agent, of
the Company's Common Stock, and register transfers of
certificates for shares of the Company's Common Stock to be
issued as authorized under the terms of the Plan with the same
authority and upon the same terms and conditions as to such
shares of Common Stock as are fully set forth in resolutions
previously adopted by the Board of Directors of the Company with
respect to the presently outstanding Common Stock of the
Company.
RESOLVED that the officers of this Company be, and
they hereby are, authorized to take all such further action and
to execute and deliver all such further instruments and
documents in the name and on behalf of the Company and under its
corporate seal or otherwise and to pay such fees and expenses as
shall be necessary, proper or advisable in order to fully carry
out the intent and to accomplish the purposes of the foregoing
resolutions.
I further certify that the foregoing resolutions have not been
modified, revoked or rescinded and are in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of THE WILLIAMS COMPANIES, INC., this 14th day of August, 1998.
/s/ David M. Higbee
------------------------------
David M. Higbee
Secretary
(CORPORATE SEAL)
<PAGE> 1
EXHIBIT 99
THE WILLIAMS COMMUNICATIONS
STOCK PLAN
SECTION 1
PURPOSES AND EFFECTIVE DATE
1.01 Purposes. The objectives of the THE WILLIAMS COMMUNICATIONS STOCK
PLAN (the "Plan") are to promote the long-term financial success of WILLIAMS
COMMUNICATIONS GROUP, INC. (the "Company") by providing a compensation program
to enable the Company to (i) retain employees who are critical to the Company's
success; (ii) recognize and reward employee performance; (iii) keep key
employees focused on common measurements and goals; and (iv) provide incentives
for key employees that are consistent with The Williams Companies, Inc.
("Williams") stockholder interests and values.
1.02 Effective Date. The Plan shall become effective upon its approval
by the Board of Directors of the Company.
SECTION 2
DEFINITIONS
2.01 Definitions. In addition to the terms defined elsewhere in the
Plan, the following terms as used in the Plan shall have the following meanings
when used with initial capital letters:
2.01.1 "Affiliate" means any entity, other than the Company,
in which Williams owns, directly or indirectly, at least 20 percent of the
combined voting power of all classes of stock of such entity or at least 20
percent of the ownership interest in such entity.
2.01.2 "Award" means any Option, Deferred Stock, Dividend
Equivalent or any other right or interest relating to Shares or cash granted
under the Plan.
2.01.3 "Award Agreement" means any written agreement,
contract, notice to a Participant or other instrument or document between the
Company and the Participant evidencing an Award.
2.01.4 "Board" means the Board of Directors of Williams.
2.01.5 "CEO" means the Chief Executive Officer of Williams.
2.01.6 "Code" means the Internal Revenue Code of 1986, as
amended from time to time. References to any provision of the Code include
regulations thereunder and successor provisions and regulations thereto.
<PAGE> 2
2.01.7 "Deferred Stock" means a right, granted under the terms
of the Plan, to receive Shares at the end of a specified deferral period.
2.01.8 "Disability" means disability as defined under the
terms of the Williams Consolidated Pension Plan or any successor plan.
2.01.9 "Dividend Equivalent" means a right, granted under the
terms of the Plan, to receive payments equal to dividends paid on Shares.
2.01.10 "Fair Market Value" of a Share means, as of any given
date, the closing price of a Share reported in the table entitled "New York
Stock Exchange Composition Transactions" contained in The Wall Street Journal
(or an equivalent successor table ) for such date or, if no such closing sales
price was reported for such date, for the most recent trading day prior to such
date for which a closing sales price was reported.
2.01.11 "Option" means a right, granted under the terms of the
Plan, to purchase Shares at a specific price during specified time periods.
2.01.12 "Participant" means any employee of the Company or an
Affiliate granted an Award which remains outstanding under the Plan.
2.01.13 "Person" is as defined in the Securities Exchange Act
of 1934, as amended.
2.01.14 "Shares" means shares of the Common Stock of Williams,
$1.00 par value, and such other securities of Williams or the Company as may be
substituted or resubstituted for Shares under the terms of the Plan.
Definitions of the terms "Change of Control", "Potential Change of
Control", "Change of Control Price", "Related Party" and "Voting Securities" are
set forth in Section 9 hereof.
SECTION 3
ADMINISTRATION
3.01 The Plan shall be administered by the CEO. The CEO shall have full
and final authority to take the following actions, in each case subject to, and
consistent with, the provisions of the Plan:
(i) to designate Participants;
(ii) to determine the type or types of Awards to be granted to
each Participant;
(iii) to determine the number of Awards to be granted, the
number of Shares or amount of cash to which an Award will relate, the terms and
conditions of any Award (including,
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but not limited to, any exercise price, grant price or purchase price, any
limitations or restrictions, any schedule for or performance conditions relating
to the lapse of limitations, forfeiture restrictions or restrictions on
exercisability or transferability, and accelerations or waivers thereof, based
in each case on such considerations as the CEO shall determine), and all other
matters to be determined in connection with an Award;
(iv) to determine whether, to what extent and under what
circumstances an Award may be settled in, or the exercise price of an Award may
be paid in, cash, Shares, other Awards or other property, or an Award may be
accelerated, vested, canceled, forfeited or surrendered;
(v) to determine whether, to what extent and under what
circumstances cash, Shares, other Awards, other property and other amounts
payable with respect to an Award shall be deferred either automatically, at the
election of the CEO or at the election of the Participant;
(vi) to prescribe the form of each Award Agreement, which need
not be identical for each Participant;
(vii) to adopt, amend, suspend, waive and rescind such rules
and regulations and approve such agents as may be deemed necessary or advisable
to administer the Plan;
(viii) to correct any defect or supply any omission or
reconsider any inconsistency, and to construe and interpret the Plan, the rules
and regulations, any Award Agreement or any other instrument entered into, or
relating to, an Award under the Plan; and
(ix) to make all other decisions and determinations as may be
required under the terms of the Plan or as may be deemed necessary or advisable
for the administration of the Plan.
Any action of the CEO with respect to the Plan shall be final,
conclusive and binding on all persons, including the Company, Williams,
Affiliates, Participants, any person claiming rights under the Plan from or
through any Participant, except to the extent the CEO may subsequently modify,
or take further action not inconsistent with, prior action. The express grant of
any specific power to the CEO, and the taking of any action by the CEO, shall
not be construed as limiting the power or authority of the CEO. The CEO may
delegate to officers or managers of the Company or of any Affiliate the
authority to perform specific functions under the Plan. Any and all powers,
authorizations or discretions granted by the Plan to the CEO shall likewise be
exercisable at any time by the Board of Directors of the Company or the Board of
Directors of Williams.
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SECTION 4
SHARES SUBJECT TO THE PLAN
4.01 Shares Reserved and Available. Subject to adjustment as provided
in Section 8.01 hereof, the total number of Shares reserved and available for
distribution under the Plan shall be two million (2,000,000) Shares.
For purposes of this Section 4.01, the number of Shares to which an
Award relates shall be counted against the number of Shares reserved and
available under the Plan at the time of grant of the Award, unless such number
of Shares cannot be determined at that time in which case the number of Shares
actually distributed pursuant to the Award shall be counted against the number
of Shares reserved and available under the Plan at the time of distribution;
provided, however, that Awards related to or retroactively added to, or granted
in tandem with, substituted for or converted into, other Awards shall be counted
or not counted against the number of Shares reserved and available under the
Plan in accordance with procedures adopted by the CEO so as to ensure
appropriate counting but to avoid double counting; and, provided further, that
the number of Shares deemed to be issued under the Plan upon exercise or
settlement of an Award shall be reduced by the number of Shares surrendered by
the Participant or withheld by the Company in payment of the exercise price of
the Award and withholding taxes relating to the Award.
If any Shares to which an Award relates are forfeited, or payment is
made to the Participant in the form of cash or other property other than Shares,
or the Award otherwise terminates without payment being made to the Participant
in the form of Shares, any Shares counted against the number of Shares reserved
and available under the Plan with respect to such Award shall, to the extent of
any such forfeiture, alternative payment or termination, again be available for
Awards under the Plan. Any Shares distributed pursuant to an Award may consist,
in whole or in part, of authorized and unissued Shares, or of treasury Shares,
including Shares repurchased by the Company or Williams for purposes of the
Plan.
SECTION 5
ELIGIBILITY
5.01 Awards may be granted only to full time executive, management and
professional employees of the Company or Affiliates as may be selected from time
to time in the sole and exclusive discretion of the CEO.
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SECTION 6
SPECIFIC TERMS OF AWARDS
6.01 General. Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the CEO may impose on any Award or the
exercise or settlement thereof, at the date of grant or thereafter (subject to
the terms of Section 10.01), such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the CEO shall determine,
including terms requiring forfeiture of Awards in the event of termination of
employment by the Participant. Except as may be required under the Delaware
General Corporation Law or as provided in Sections 6.06 or 7.01, Awards shall be
granted for no consideration other than prior and future services.
6.02 Options. The CEO is authorized to grant Options on the following
terms and conditions:
(i) Exercise Price. The exercise price per Share purchasable
under an Option shall be determined by the CEO; provided, however, that such
exercise price shall not be less than the Fair Market Value of a Share on the
date of grant of such Option and in no event shall be less than the par value of
a Share;
(ii) Option Term. Subject to the terms of the Plan and any
applicable Award Agreement, the term of each Option shall be determined by the
CEO;
(iii) Methods of Exercise. Subject to the terms of the Plan,
the CEO shall determine the time or times at which an Option may be exercised in
whole or in part, the methods by which such exercise price shall be paid or
deemed paid, and the form of such payment, including, without limitation, cash,
Shares, other outstanding Awards or other property (including notes or other
contractual obligations of Participants to make payment on a deferred basis, to
the extent permitted by law).
6.03 Deferred Stock. The CEO is authorized to grant Deferred Stock on
the following terms and conditions:
(i) Issuance and Limitations. Delivery of Shares shall occur
upon expiration of the deferred period specific for the Award by the CEO. In
addition, an Award of Deferred Stock shall be subject to such limitations as the
CEO may impose, which limitations may lapse at the expiration of the deferral
period or at other specified times, separately or in combination, in
installments or otherwise, as the CEO shall determine at the time of grant or
thereafter. A Participant awarded Deferred Stock shall have no voting rights and
will have no rights to receive dividends in respect of such Deferred Stock;
(ii) Forfeiture. Except as otherwise determined by the CEO,
upon termination of employment (as determined under criteria established by the
CEO) during the applicable deferral period, Deferred Stock that is at the time
subject to deferral (other than a deferral at the election of
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the Participant) shall be forfeited; provided, however, that the CEO may
provide, by rule or regulation or in any Award Agreement, that forfeiture of
Deferred Stock may be waived in whole or in part in the event of termination
resulting from specified causes, and the CEO may in other cases waive in whole
or in part the forfeiture of Deferred Stock.
6.04 Dividend Equivalents. The CEO is authorized to grant Awards of
Dividend Equivalents. Dividend Equivalents shall confer upon the Participant
rights to receive payments equal to interest or dividends, when and if paid,
with respect to a number of Shares determined by the CEO. The CEO may provide
that Dividend Equivalents shall be paid or distributed when accrued or shall be
deemed to have been reinvested in additional Shares or additional Awards or
otherwise reinvested.
6.05 Other Stock-Based Awards. The CEO is authorized, subject to
limitations under applicable law, to grant such other Awards that are
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Shares, as deemed by the CEO to be consistent
with the purposes of the Plan including, without limitation, Shares awarded
which are not subject to any restrictions or conditions, convertible or
exchangeable debt securities or other rights convertible or exchangeable into
Shares, Awards valued by reference to the value of securities of or the
performance of the Company or specified Affiliates, and Awards payable in the
securities of the Company or Affiliates. Except as may be provided elsewhere
herein, Shares granted under this Section 6.05 shall be purchased for such
consideration, paid for by such methods and in such forms, including, without
limitation, cash, Shares, outstanding Awards or other property, as the CEO shall
determine, provided, however, that the value of such consideration shall not be
less per share than the Fair Market Value of a Share on the date of grant of
such purchase right and in no event shall be less per share than the par value
of a Share.
6.06 Exchange Provisions. The CEO may at any time offer to exchange or
buy out any previously granted Award for a payment in cash, Shares or another
Award, based on such terms and conditions as the CEO shall determine and
communicate to the Participant at the time that such offer is made.
SECTION 7
GENERAL TERMS OF AWARDS
7.01 Stand-Alone, Tandem and Substitute Awards. Awards granted under
the Plan may, in the discretion of the CEO, be granted either alone or in
addition to, in tandem with, or in substitution for, any other Award granted
under the Plan or any other plan of Williams, the Company or any Affiliate,
subject to the terms of the Plan. If an Award is granted in substitution for
another Award or award, the CEO shall require the surrender of such other Award
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or award in consideration for the grant of the new Award. Awards granted in
addition to or in tandem with other Awards or awards may be granted either at
the same time as or at a different time from the grant of such other Award or
awards. The exercise price of any Option or the purchase price of any other
Award conferring a right to purchase Shares:
(i) granted in substitution for an outstanding Award or award
shall either be not less than the Fair Market Value of Shares at the date such
substitute Award is granted or not less than such Fair Market Value at that date
reduced to reflect the Fair Market Value of the Award or award required to be
surrendered by the Participant as a condition to receipt of a substitute Award;
or
(ii) retroactively granted in tandem with an outstanding Award
or award shall be either not less than the Fair Market Value of Shares at the
date of grant of the later Award or the Fair Market Value at the date of grant
of the earlier Award or award.
7.02 Term of Awards. The term of each Award shall be for such period as
may be determined by the CEO.
7.03 Form of Payment of Awards. Subject to the terms of the Plan and
any applicable Award Agreement, payments or substitutions for payments upon the
grant or exercise of any Award may be made in such forms as the CEO shall
determine, including, without limitation, cash, Deferred Stock, Shares, other
Awards of other property, and may be made in a single payment or substitution in
installments or on a deferred basis, in each case in accordance with rules and
procedures established by the CEO. Such rules and procedures may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments on the grant or crediting of
Dividend Equivalents in respect of installment or deferred payments denominated
in Shares. The CEO may also permit or require the deferral of any award payment,
subject to rules and procedures as may be established, which may include
provisions for the payment or crediting of interest, or dividend equivalents,
including converting such credits into deferred Share equivalents.
7.04 Limitations on Transferability. Awards and other rights under the
Plan shall not be transferable by a Participant except by will or the laws of
descent and distribution (or, in the event of the Participant's death, to a
designated beneficiary), and, if exercisable, shall be exercisable during the
lifetime of a Participant only by such Participant or such Participant's
guardian or legal representative; provided, however, that except as otherwise
provided by the CEO, Awards and other rights may be transferred to one or more
Persons during the lifetime of the Participant in connection with the
Participant's estate planning, and may be exercised by such transferees in
accordance with the terms of such Award consistent with the registration of the
offer and sale of Shares on Form S-8 or Form S-3 or such other registration form
of the Securities and Exchange Commission as may then be filed and effective
with respect to the Plan, and permitted by the CEO. Awards and other rights
under the Plan may not be pledged, mortgaged, hypothecated, or otherwise
encumbered to or in favor of any Person other than Williams, the Company or an
Affiliate, and shall not be subject to any lien, obligation or liability of a
Participant or transferee to any Person other than Williams, the Company or any
Affiliate. If so determined by the CEO, a Participant may, in the manner
established by the CEO, designate a beneficiary or beneficiaries to exercise the
rights of the Participant, and to receive any distribution with respect to any
Award upon the death of the
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Participant. A transferee, beneficiary, guardian, legal representative or other
Person claiming any rights under the Plan from or through any Participant shall
be subject to all the terms and conditions of the Plan and any Award Agreement
applicable to such Participant, except to the extent the Plan and Award
Agreement otherwise provide with respect to such Persons, and to any additional
restrictions or limitations deemed necessary or appropriate by the CEO.
7.05 Registration and Listing Compliance. Neither Williams nor the
Company shall be obligated to issue or deliver Shares in connection with any
Award or take any other action under the Plan in a transaction subject to the
registration requirements of the Securities Act of 1933, as amended, or any
other federal or state securities law, any requirement under any listing
agreement between Williams and any national securities exchange or automated
quotation system, or any other law, regulation, or contractual obligation of
Williams or the Company, until Williams and the Company are satisfied that such
laws, regulations and any other obligations have been satisfied.
7.06 Share Certificates. All certificates for Shares delivered under
the terms of the Plan shall be subject to such stop-transfer orders and other
restrictions as the CEO may deem advisable under federal or state securities
laws, rules and regulations thereunder, and the rules of any national securities
exchange or automated quotation system on which the Shares are listed or quoted.
The CEO may cause a legend to be placed on any such certificates to make
appropriate reference to such restrictions or limitations that may be applicable
to the Shares. In addition, during any period in which Awards or Shares are
subject to restrictions or limitations under the Plan or any Award Agreement, or
during any period during which delivery or receipt of an Award or Shares has
been deferred by the CEO or a Participant, the CEO may require the Participant
to enter into an agreement providing that certificates representing Shares
issuable or issued pursuant to an Award shall remain in the physical custody of
the Company or such person as the CEO may designate.
7.07 Performance-Based Awards. The CEO may designate any Award as
subject to specified performance conditions. The performance objectives for an
Award shall consist of one or more business criteria and a targeted level or
levels of performance with respect to such criteria, as specified by the CEO.
The levels of performance required with respect to such business criteria may
be expressed in absolute or relative levels. Achievement of performance
objectives with respect to such Awards shall be measured over a period of not
less than one year nor more than five years, as the CEO may specify.
Performance objectives may differ for such Awards to different Participants.
The CEO shall specify the weighting to be given to each performance objective
for purposes of determining the final amount payable with respect to any such
Award. The CEO may, in the CEO's discretion, reduce the amount of a payout
otherwise to be made in connection with an Award subject to this Section 7.07,
but may not exercise discretion to increase such amount, and the CEO may
consider other performance criteria in exercising such discretion. All
determinations by the CEO as to the achievement of performance objectives shall
be in writing. The CEO may not delegate any responsibility with respect to an
Award subject to this Section 7.07. The CEO also has the discretion to adjust
performance objectives to reflect the impact of acquisitions or dispositions of
assets or other events that impact targeted levels of performance that were not
contemplated at the time the Award was made.
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SECTION 8
ADJUSTMENT PROVISIONS
8.01 In the event that the CEO shall determine that any dividend or
other distribution (whether in the form of cash, Shares, other securities, or
property), recapitalization, forward or reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, exchange of
Shares or other securities of Williams, or other similar corporate transactions
or event affects the Shares such that an adjustment is determined by the CEO to
be appropriate in order to prevent dilution or enlargement of Participant's
rights under the Plan, then the CEO shall, in such manner as deemed equitable,
adjust any and all of : (i) the number and kind of Shares which may thereafter
be issued in connection with Awards; (ii) the number and kind of Shares issued
or issuable with respect to outstanding Awards; (iii) the exercise price, grant
price or purchase price relating to any Award or, if deemed appropriate, make
provision for a cash payment with respect to any outstanding Award. In addition,
the CEO is authorized to make adjustments in the terms and conditions of , and
the criteria in, Awards in recognition of unusual or nonrecurring events
(including, without limitation, events described in this Section) affecting
Williams, the Company or any Affiliate or the financial statements of Williams,
the Company or any Affiliate, or in response to changes in applicable laws,
regulations or accounting principles.
SECTION 9
CHANGE OF CONTROL PROVISIONS
9.01 Creation and Funding of a Trust. Upon the earlier of a Potential
Change of Control as defined in Section 9.02.2, unless the Board adopts a
resolution within ten business days following the date the Potential Change of
Control arises to the effect that such action is not necessary to secure any
payments hereunder, or a Change of Control as defined in Section 9.02.1, the
Company shall deposit with the trustee of a trust for the benefit of
Participants monies or other property having a Fair Market Value at least equal
to the net present value of cash, Shares and other property potentially payable
or distributable in connection with Awards outstanding at that date. The trust
shall be an irrevocable grantor trust which shall preserve the "unfunded" status
of Awards under the Plan, and shall contain other terms and conditions
substantially as specified for trusts authorized under Williams' employment
agreements with executives.
9.02 Definitions of Certain Terms. For purposes of this Section 9, the
following definitions, in addition to those set forth in Section 2.01, shall
apply:
9.02.1 "Change of Control" means and will be deemed to have
occurred if: (i) any Person, other than Williams or a Related Party, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended), directly or indirectly, of securities of
Williams representing 15 percent or more of the total voting power of all the
then outstanding Voting Securities; or (ii) a Person, other than Williams or a
Related Party, purchases
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or otherwise acquires, under a tender offer, securities representing 15 percent
or more of the total voting power of all the then outstanding Voting Securities;
or (iii) the individuals (a) who as of the effective date of the Plan constitute
the Board or (b) who thereafter are elected to the Board and whose election, or
nomination for election, to the Board was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
as of the effective date of the Plan or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof; or (iv) the stockholders of Williams approve a merger,
consolidation, recapitalization or reorganization of Williams or an acquisition
by Williams, or consummation of any such transaction if stockholder approval is
not obtained, other than any such transaction which would result in the Voting
Securities outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity) at least 65 percent of the total voting power represented by
the Voting Securities of such surviving entity outstanding immediately after
such transaction if the voting rights of each Voting Security relative to the
other Voting Securities were not altered in such transaction; or (v) the
stockholders of Williams approve a plan of complete liquidation of Williams or
an agreement for the sale or disposition by Williams of all or substantially all
of Williams' assets other than any such transaction which would result in a
Related Party owning or acquiring more than 50 percent of the assets owned by
Williams immediately prior to the transaction; or (vi) the Board adopts a
resolution to the effect that a Change of Control has occurred or adopts a
resolution to the effect that a Potential Change of Control has arisen and the
transaction giving rise to such resolution has been thereafter approved by the
stockholders of Williams or been consummated if such approval is not sought.
9.02.2 "Potential Change of Control" means and will be deemed to have
arisen if: (i) Williams enters into an agreement, the consummation of which
would result in the occurrence of a Change of Control; or (ii) any Person
(including Williams) publicly announces an intention to take or to consider
taking actions which if consummated would constitute a Change of Control; or
(iii) any Person, other than a Related Party, files with the Securities and
Exchange Commission a Schedule 13D pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934 with respect to Voting Securities; or (iv) any Person,
other than Williams or a Related Party, files with the Federal Trade Commission
a notification and report form pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to any Voting Securities or a major
portion of the assets of Williams; or (v) the Board adopts a resolution to the
effect that, for purposes of the Plan, a Potential Change of Control has arisen.
A Potential Change of Control will be deemed to continue (i) with respect to an
agreement within the purview of clause "(i)" of the preceding sentence, until
the agreement is canceled or terminated; or (ii) with respect to an announcement
within the purview of clause "(ii)" of the preceding sentence, until the Person
making the announcement publicly abandons the stated intention or fails to act
on such intention for a period of twelve (12) calendar months; or (iii) with
respect to either the filing of a Schedule 13D within the purview of clause
"(iii)" of the preceding sentence or the filing of a notification and report
form within the purview of clause "(iv)" of the preceding sentence with respect
to Voting Securities, until the Person involved publicly announces that its
ownership or acquisition of the Voting Securities is for investment purposes
only and not for the purpose of seeking a Change of Control or such Person
disposes of the Voting Securities; or (iv) with respect to any Potential Change
of Control until a Change of Control has
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occurred or the Board, on reasonable belief after due investigation, adopts a
resolution that the Potential Change of Control has ceased to exist.
9.02.3 "Related Party" means: (i) a majority-owned subsidiary of
Williams; or (ii) an employee or group of employees of Williams or any
majority-owned subsidiary of Williams; or (iii) a trustee or other fiduciary
holding securities under an employee benefit plan of Williams or any
majority-owned subsidiary of Williams; or (iv) a corporation owned directly or
indirectly by the stockholders of Williams in substantially the same proportion
as their ownership of Voting Securities.
9.02.4 "Voting Securities" means any securities of Williams which carry
the right to vote generally in the election of directors.
SECTION 10
AMENDMENTS TO AND TERMINATION OF THE PLAN
10.01 The Board or the Company may amend, alter, suspend, discontinue
or terminate the Plan without the consent of Participants; provided, however,
that, without the consent of a Participant, no amendment, alteration,
suspension, discontinuation or termination of the Plan may materially and
adversely affect the rights of such Participant under any Award theretofore
granted to such Participant. The CEO may waive any conditions or rights under,
or amend, alter, suspend, discontinue or terminate any Award theretofore
granted, prospectively or retrospectively; provided, however, that, without the
consent of a Participant, no amendment, alteration, suspension, discontinuation
or termination of any Award may materially and adversely affect the rights of
such Participant under any Award theretofore granted to such Participant.
SECTION 11
GENERAL PROVISIONS
11.01 No Rights to Awards. Nothing contained in the Plan shall give any
Participant or employee any claim to be granted any Award under the Plan, nor
give rise to any obligation for uniformity of treatment of Participants and
employees.
11.02 Withholding. Williams, the Company or any Affiliate is authorized
to withhold from any Award granted or any payment due under the Plan, including
from a distribution of Shares, amounts of withholding taxes due with respect to
an Award, its exercise or any payment thereunder, and to take such actions as
the CEO may deem necessary or advisable to enable Williams, the Company or any
Affiliate to satisfy obligations for the payment of such taxes. This authority
shall include authority to withhold or receive Shares, Awards or other property,
and to make cash payments in respect thereof in satisfaction of such tax
obligations.
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11.03 No Right of Employment. Nothing contained in the Plan shall
confer, and no grant of an Award shall be construed as conferring, upon any
Participant any right to continue in the employ of the Company or any Affiliate
or to interfere in any way with the right of the Company or any Affiliate to
terminate a Participant's employment at any time or increase or decrease a
Participant's compensation from the rate in existence at the time of granting of
an Award.
11.04 Unfunded Status of Awards. The Plan is intended to constitute an
"unfunded " plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award shall give any such Participant any rights that are
greater than those of a general creditor of the Company.
11.05 No Limit on Other Compensatory Arrangements. Nothing contained in
this Plan shall prevent Williams, the Company or an Affiliate from adopting
other or additional compensation arrangements (which may include, without
limitation, employment agreements and arrangements which relate to Awards under
the Plan), and such arrangements may be either generally applicable or
applicable only in specific cases.
11.06 No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award. The CEO shall determine whether
cash, other Awards or other property shall be issued or paid in lieu of
fractional Shares or whether such fractional Shares or any rights thereto shall
be forfeited or otherwise eliminated.
11.07 Governing Law. The validity, interpretation, construction and
effect of the Plan and any rules and regulations relating to the Plan shall be
governed by the laws of the State of Delaware and applicable federal laws.
11.08 Severability. If any provision of the Plan is or becomes or is
deemed invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Award under any law deemed applicable by the CEO,
such provision shall be construed or deemed amended to conform to applicable
laws or if it cannot be construed or deemed amended without, in the
determination of the CEO, materially altering the intent of the Plan, it shall
be stricken and the remainder of the Plan shall remain in full force and effect.
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