As filed with the Securities and Exchange Commission
on December 28, 1999
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
WYNN'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
___________________
Delaware 95-2854312
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 North State College Boulevard, Suite 700,
Orange, California 92868-1604
(714) 938-3700
(Address and telephone number of principal executive offices)
___________________
WYNN'S INTERNATIONAL, INC. 1999 STOCK AWARDS PLAN
(Full title of the plan)
___________________
GREGG M. GIBBONS, ESQ.
Vice President-Corporate Affairs and
General Counsel
Wynn's International, Inc.
500 North State College Boulevard, Suite 700
Orange, California 92868-1604
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent
for service: (714) 938-3700
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered per unit price fee
registered
Common Stock, 1,500,000(1)(2) $13.46875(3) $20,203,125(3) $5,334(3)
$1.00 par shares
value per
share
</TABLE>
(1) This Registration Statement covers, in addition to the number
of shares of Common Stock stated above, options and other
rights to purchase or acquire the shares of Common Stock
covered by the Prospectus and, pursuant to Rule 416(c) under
the Securities Act of 1933, as amended (the "Securities Act"),
an additional indeterminate number of shares, options and
rights which by reason of certain events specified in the Wynn's
International, Inc. 1999 Stock Awards Plan (the "Plan") may
become subject to the Plan.
(2) Each share is accompanied by a Preferred Stock Purchase Right
pursuant to the Registrant's Shareholder Rights Agreement,
dated as of March 3, 1989, as amended, with ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
(3) Pursuant to Rule 457(h), the maximum offering price, per share
and in the aggregate, and the registration fee were calculated
based upon the average of the high and low prices of the
Common Stock on December 22, 1999, as reported on the New
York Stock Exchange and published in The Western Edition of
The Wall Street Journal.
The Exhibit Index for this Registration Statement is at page 8.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
of Form S-8 (plan information and registrant information) will be
sent or given to employees as specified by Securities Act Rule
428(b)(1). Such documents need not be filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include
the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Wynn's International, Inc. (the
"Company") filed with the Commission are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the Company's fiscal
year ended December 31, 1998;
(b) Quarterly Reports on Forms 10-Q for the Company's
quarterly periods ended March 31, 1999, June 30, 1999
and September 30, 1999; and
(c) The description of the Company's Common Stock contained
in its Registration Statement filed under Section 12 of
the Securities Exchange Act, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a
document, all or a portion of which is 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 also is or is 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
amended, to constitute a part of this Registration Statement.
Item 4. Description of Securities
The Company's Common Stock, par value $1.00 per share (the
"Common Stock"), is registered pursuant to Section 12 of the Exchange
Act, and, therefore, the description of securities is omitted.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the shares of Common Stock
registered hereby is passed upon by Gregg M. Gibbons. Mr. Gibbons
is the Company's Vice President - Corporate Affairs and General
Counsel and is compensated as an employee of the Company. At the
time of the effectiveness of this Registration Statement,
Mr. Gibbons owned shares of the Company's Common Stock, held options
to purchase shares of the Company's Common Stock, and was eligible to
participate in the Plan.
Item 6. Indemnification of Directors and Officers
Delaware General Corporation Law, the Company's Bylaws and
indemnification agreements between the Company and its directors and
selected officers provide for the indemnification of directors and
officers under certain circumstances. The Company also maintains an
insurance policy insuring its officers and directors against claims
made during the periods of the policies and against liabilities arising
from such claims from certain wrongful acts in the officers' and
directors' capacities as officers and directors of the Company and its
subsidiaries.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index at page 8.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; 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, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, executive officers
and controlling persons of the registrant pursuant to the provisions
described in Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Orange, State of California,
on the 28th day of December, 1999
By: /s/ James Carroll
---------------------------
James Carroll, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
James Carroll, John W. Huber, Seymour A. Schlosser, and Gregg M. Gibbons,
or any of them individually, his true and lawful attorney-in-fact and agent,
with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them individually, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
- ----------------------- ----------------------- ------------------
/s/ James Carroll Chairman and Chief December 28,1999
- ----------------------- Executive Officer
James Carroll (Principal Executive
Officer)
/s/ Seymour A. Schlosser Vice President- December 28, 1999
- ------------------------ Finance and Chief
Seymour A. Schlosser Financial Officer
(Principal Financial
and Accounting
Officer)
*__________________ Director
Barton Beek
*__________________ Director
Bryan L. Herrmann
*__________________ Director
Robert H. Hood, Jr.
*__________________ Director
Richard L. Nelson
*__________________ Director
Donald C. Trauscht
*_________________ Director
James D. Woods
* By: /s/ Seymour A. Schlosser December 28, 1999
---------------------------
Seymour A. Schlosser
Attorney-In-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Wynn's International, Inc. 1999 Stock Awards Plan.
4.2 Amendment No. 1 to Wynn's International, Inc.
1999 Stock Awards Plan.
5. Opinion of Counsel (opinion re legality).
23.1 Consent of Ernst & Young LLP (consent of
independent auditors).
23.2 Consent of Counsel (included in Exhibit 5).
24.1 Power of Attorney (included in this Registration
Statement under "Signatures").
24.2 Power of Attorney, dated December 21, 1999, of
Barton Beek.
24.3 Power of Attorney, dated December 21, 1999, of
Bryan L. Herrmann.
24.4 Power of Attorney, dated December 21, 1999, of
Robert H. Hood, Jr.
24.5 Power of Attorney, dated December 21, 1999, of
Richard L. Nelson.
24.6 Power of Attorney, dated December 21, 1999, of
Donald C. Trauscht.
24.7 Power of Attorney, dated December 21, 1999, of
James D. Woods.
WYNN'S INTERNATIONAL, INC.
1999 STOCK AWARDS PLAN
<PAGE>
TABLE OF CONTENTS
Page
1 THE PLAN 1
1.1 Purpose 1
1.2 Administration and Authorization; Power and
Procedure 1
1.3 Participation 3
1.4 Shares Available for Awards; Share Limits 3
1.5 Grant of Awards 4
1.6 Award Period 4
1.7 Limitations on Exercise and Vesting of Awards 4
1.8 No Transferability; Limited Exceptions to
Transfer Restrictions 4
2. OPTIONS 5
2.1 Grants 5
2.2 Option Price 5
2.3 Limitations on Grant and Terms of Incentive
Stock Options 6
2.4 Limits on 10% Holders 6
3. STOCK APPRECIATION RIGHTS (INCLUDING LIMITED STOCK
APPRECIATION RIGHTS) 7
3.1 Grants 7
3.2 Exercise of Stock Appreciation Rights 7
3.3 Payment 8
3.4 Limited Stock Appreciation Rights 8
4. RESTRICTED STOCK AWARDS 8
4.1 Grants 8
4.2 Restrictions 9
4.3 Return to the Corporation 10
5. PERFORMANCE SHARE AWARDS AND SPECIAL PERFORMANCE-
BASED AWARDS 10
5.1 Grants of Performance Share Awards 10
5.2 Special Performance-Based Awards. 10
6. OTHER PROVISIONS 11
6.1 Termination of Employment; Rights of Eligible
Employees, Participants and Beneficiaries 11
6.2 Adjustments; Acceleration 13
6.3 Compliance with Laws 16
6.4 Tax Matters 16
6.5 Plan Amendment, Termination and Suspension 16
6.6 Privileges of Stock Ownership 17
6.7 Effective Date of the Plan 17
6.8 Term of the Plan 17
6.9 Governing Law/Construction/Severability 18
6.10 Captions 18
6.11 Effect of Change of Subsidiary Status. 19
6.12 Stock-Based Awards in Substitution for Stock
Options or Awards Granted by Another
Corporation. 19
6.13 Non-Exclusivity of Plan 19
6.14 No Corporate Action Restriction 19
6.15 Other Company Benefit and Compensation
Programs 19
6.16 Deferred Payments 20
7. DEFINITIONS 20
7.1 Definitions 20
<PAGE>
WYNN'S INTERNATIONAL, INC.
1. THE PLAN
1.1 PURPOSE
The purpose of this Plan is to promote the success of
the Company by providing an additional means through the
grant of Awards to attract, motivate, retain and reward key
employees, including officers, whether or not directors, of
the Company with awards and incentives for high levels of
individual performance and improved financial performance of
the Company. "Corporation" means Wynn's International, Inc.
and "Company" means the Corporation and its Subsidiaries,
collectively. These terms and other capitalized terms are
defined in Article 7.
1.2 ADMINISTRATION AND AUTHORIZATION; POWER AND
PROCEDURE.
(a) Committee. The Committee shall administer this Plan
and shall authorize all Awards to Eligible Employees.
Action of the Committee with respect to the administration
of this Plan shall be taken pursuant to a majority vote or
by written consent of its members.
(b) Plan Awards; Interpretation; Powers Of
Committee. Subject to the express provisions of this
Plan, the Committee shall have the authority to:
(i) Determine eligibility and, from among
those persons determined to be eligible, the
particular Eligible Employees who will receive an
Award;
(ii) Grant Awards to Eligible Employees,
determine the price at which securities will be
offered or awarded and the amount of securities to
be offered or awarded to any of such persons, and
determine the other specific terms and conditions
of such Awards consistent with the express limits
of this Plan, and establish the installments (if
any) in which such Awards shall become exercisable
or shall vest, or determine that no delayed
exercisability or vesting is required, and
establish the events of termination or reversion
of such Awards;
(iii) Approve the forms of Award
Agreements (which need not be identical either as
to type of award or among Participants);
(iv) Construe and interpret this Plan and any
agreements defining the rights and obligations of
the Company and Participants under this Plan,
further define the terms used in this Plan, and
prescribe, amend and rescind rules and regulations
relating to the administration of this Plan;
(v) Cancel, modify or waive the
Corporation's rights with respect to, or modify,
discontinue, suspend or terminate, any or all
outstanding Awards held by Eligible Employees,
subject to any required approval under Section
6.5;
(vi) Accelerate, or extend the exercisability
or term of, any or all outstanding Awards within
the maximum ten (10) year term of Awards under
Section 1.6; and
(vii) Make all other determinations
and take such other action as contemplated by this
Plan or as may be necessary or advisable for the
administration of this Plan and the effectuation
of its purposes.
(c) Binding Determinations/Liability Limitation.
Any action taken by, or inaction of, the Corporation,
any Subsidiary, the Board or the Committee relating or
pursuant to this Plan and within its authority
hereunder or under applicable law shall be within the
absolute discretion of that entity or body and shall be
conclusive and binding upon all persons. Neither the
Board nor any Committee, nor any member thereof or
person acting at the direction thereof, shall be liable
for any act, omission, interpretation, construction or
determination made in good faith in connection with
this Plan (or any Award made under this Plan), and all
such persons shall be entitled to indemnification and
reimbursement by the Company in respect of any claim,
loss, damage or expense (including, without limitation,
attorneys' fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under any
directors and officers liability insurance coverage
that may be in effect from time to time.
(d) Reliance On Experts. In making any
determination or in taking or not taking any action
under this Plan, the Committee or the Board, as the
case may be, may obtain and may rely upon the advice of
experts, including professional advisors to the
Corporation. No director, officer or agent of the
Company shall be liable for any such action or
determination taken or made or omitted in good faith.
(e) Delegation. The Committee may delegate
ministerial, non-discretionary functions to individuals
who are officers or employees of the Company.
1.3 PARTICIPATION.
Awards may be granted by the Committee only to those
persons whom the Committee determines to be Eligible
Employees. An Eligible Employee who previously has been
granted an Award may, if otherwise eligible, be granted
additional Awards if the Committee shall so determine.
1.4 SHARES AVAILABLE FOR AWARDS; SHARE LIMITS.
(a) Shares Available. Subject to the provisions
of Section 6.2, the capital stock that may be delivered
under this Plan shall be shares of the Corporation's
authorized but unissued Common Stock and any shares of
its Common Stock held as treasury shares (collectively,
"Shares"). Shares may be delivered for any lawful
consideration.
(b) Share Limits. The maximum number of Shares
that may be delivered pursuant to Awards granted to
Eligible Employees under this Plan shall not exceed
1,500,000 Shares (the "Share Limit"). The maximum
number of Shares that may be delivered pursuant to
Options qualified as Incentive Stock Options granted
under this Plan is 1,500,000 Shares. The maximum
number of Shares that may be delivered as Restricted
Stock (other than Restricted Stock granted as a Special
Performance-Based Award pursuant to Section 5.2)
granted under this Plan is 500,000 Shares. The maximum
number of Shares subject to those Options and Stock
Appreciation Rights that may be granted during any
calendar year to any individual shall be limited to
100,000 and the maximum individual limit on the number
of Shares in the aggregate subject to all Awards that
during any calendar year are granted under this Plan
shall be 100,000. Each of the five foregoing numerical
limits shall be subject to adjustment as contemplated
by this Section 1.4 and Section 6.2.
(c) Limitations On Grants; Reissue Of Unvested
Awards. No Award may be granted under this Plan
unless, on the date of grant, the sum of (i) the
maximum number of Shares issuable at any time pursuant
to such Award, plus (ii) the number of Shares that have
previously been issued pursuant to Awards granted under
this Plan, other than reacquired Shares available for
reissue consistent with any applicable legal
limitations, plus (iii) the maximum number of Shares
that may be issued at any time after such date of grant
pursuant to Awards that are outstanding on such date,
does not exceed the Share Limit. In addition, no Award
may be granted under this Plan unless, after giving
effect to such Award, the total number of Shares
subject to outstanding Awards under this Plan and
subject to outstanding stock options or other awards
under all other stock-based plans of the Corporation
(other than the Corporation's Employee Stock Purchase
Plan) constitutes 10% or less of the total number of
Shares issued and outstanding as of the date of grant.
Shares that are subject to or underlie Awards that
expire or for any reason are cancelled or terminated,
are forfeited, fail to vest, or for any other reason
are not paid or delivered under this Plan, as well as
reacquired Shares, shall again, except to the extent
prohibited by law, be available for subsequent Awards
under this Plan. Except as limited by law, if an Award
is or may be settled only in cash, such Award need not
be counted against any of the limits under this Section
1.4.
1.5 GRANT OF AWARDS.
Subject to the express provisions of this Plan, the
Committee shall determine the number of Shares subject to
each Award, the price (if any) to be paid for the Shares or
the Award and, in the case of Performance Share Awards, in
addition to matters addressed in Section 1.2(b), the
specific objectives, goals or performance criteria (such as
an increase in sales, market value, earnings or book value
over a base period, the years of service before vesting, the
relevant job classification or level of responsibility,
continued employment for a specified period or other
factors) that further define the terms of the Performance
Share Award. Each Award shall be evidenced by an Award
Agreement signed by the Corporation and the Participant.
Neither the Committee nor the Board shall amend any
outstanding Award Agreement to reprice a previously granted
Option or other Award.
1.6 AWARD PERIOD.
Each Award and all executory rights or obligations
under the related Award Agreement shall expire on such date
(if any) as shall be determined by the Committee, but in the
case of Options or other rights to acquire Common Stock not
later than ten (10) years after the Award Date.
1.7 LIMITATIONS ON EXERCISE AND VESTING OF AWARDS.
(a) Provisions for Exercise. Unless the
Committee otherwise expressly provides, no Award shall
be exercisable or shall vest until at least six (6)
months after the initial Award Date, and once
exercisable an Award shall remain exercisable until the
expiration or earlier termination of the Award.
(b) Procedure. Any exercisable Award shall be
deemed to be exercised when the Secretary or other
designated officer of the Corporation receives written
notice of such exercise from the Participant, together
with any required payment made in accordance with
Section 2.2 and satisfaction of the tax withholding
requirements of Section 6.4.
(c) Fractional Shares/Minimum Issue. Fractional
share interests shall be disregarded. No fewer than
ten (10) shares may be purchased on exercise of any
Award at one time unless the number purchased is the
total number at the time available for purchase under
the Award.
1.8 NO TRANSFERABILITY; LIMITED EXCEPTIONS TO TRANSFER
RESTRICTIONS.
(a) Limit On Exercise and Transfer. Unless
otherwise expressly provided in (or pursuant to) this
Section 1.8, by applicable law and by the Award
Agreement, as the same may be amended, (i) all Awards
are non-transferable and shall not be subject in any
manner to sale, transfer, anticipation, alienation,
assignment, pledge, encumbrance or charge; (ii) Awards
shall be exercised only by the Participant; and (iii)
amounts payable or Shares issuable pursuant to an Award
shall be delivered only to (or for the account of) the
Participant.
(b) Exceptions to Limits on Transfer. The
exercise and transfer restrictions in Section 1.8(a)
shall not apply to:
(i) Transfers to the Corporation;
(ii) The designation of a beneficiary to
receive benefits in the event of the Participant's death
or, if the Participant has died, transfers to or exercise
by the Participant's Beneficiary, or, in the absence of a
validly designated Beneficiary, transfers by will or
the laws of descent and distribution;
(iii) If the Participant has suffered a Total
Disability, permitted transfers or exercises on behalf of
the Participant by his or her Personal Representative; or
(iv) The authorization by the Committee of "cashless
exercise" procedures with third parties who provide
financing for the purpose of (or who otherwise facilitate)
the exercise of Awards consistent with applicable laws and
the express authorization of the Committee.
2. OPTIONS.
2.1 GRANTS.
One or more Options may be granted under this Article 2
to any Eligible Employee. Each Option granted shall be
designated in the applicable Award Agreement by the
Committee as either an Incentive Stock Option, subject to
Sections 2.3 and 2.4, or a Nonqualified Stock Option.
2.2 OPTION PRICE.
(a) Pricing Limits. The purchase price per Share
of Common Stock covered by each Option shall be
determined by the Committee at the time of the Award,
but shall not be less than 100% (110% in the case of a
Participant described in Section 2.4) of the Fair
Market Value of the Common Stock on the date of grant
and in addition shall not be less than the par value
thereof.
(b) Payment Provisions. The purchase price of
any Shares purchased on exercise of an Option granted
under this Article 2 shall be paid in full at the time
of each purchase in one or a combination of the
following methods: (i) in cash or by electronic funds
transfer; (ii) by check payable to the order of the
Corporation; (iii) by notice and third party payment in
such manner as may be authorized by the Committee; or
(iv) by the delivery of Shares already owned by the
Participant, provided, however, that the Committee may
in its absolute discretion limit the Participant's
ability to exercise an Award by delivering such Shares,
and provided, further, that any Shares delivered that
were initially acquired upon exercise of a stock option
must have been owned by the Participant at least six
(6) months as of the date of delivery. Shares used to
satisfy the exercise price of an Option shall be valued
at their Fair Market Value on trading day immediately
preceding the date of exercise.
2.3 LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK
OPTIONS.
(a) $100,000 Limit. To the extent that the
aggregate "Fair Market Value" of stock with respect to
which incentive stock options first become exercisable
by a Participant in any calendar year exceeds $100,000,
taking into account both Common Stock subject to
Incentive Stock Options under this Plan and stock
subject to incentive stock options under all other
plans of the Company, such options shall be treated as
Nonqualified Stock Options. For this purpose, the
"Fair Market Value" of the stock subject to options
shall be determined as of the date the options were
awarded. In reducing the number of options treated as
incentive stock options to meet the $100,000 limit, the
most recently granted options shall be reduced first.
To the extent a reduction of simultaneously granted
options is necessary to meet the $100,000 limit, the
Committee may, in the manner and to the extent
permitted by law, designate which Shares are to be
treated as Shares acquired pursuant to the exercise of
an Incentive Stock Option.
(b) Option Period. Each Option and all rights
thereunder shall expire no later than ten (10) years
after the Award Date.
(c) Other Code Limits. Incentive Stock Options
may only be granted to Eligible Employees who satisfy
the other eligibility requirements of the Code. There
shall be imposed in any Award Agreement relating to
Incentive Stock Options such other terms and conditions
as from time to time are required in order that the
Option be an "incentive stock option" as that term is
defined in Section 422 of the Code.
2.4 LIMITS ON 10% HOLDERS.
No Incentive Stock Option may be granted to any person
who, at the time the Option is granted, owns (or is deemed
to own under Section 424(d) of the Code) shares of
outstanding Common Stock possessing more than 10% of the
total combined voting power of all classes of stock of the
Corporation, unless the exercise price of such Option is at
least 110% of the Fair Market Value of the stock subject to
the Option and such Option by its terms is not exercisable
after the expiration of five (5) years from the date such
Option is granted.
3. STOCK APPRECIATION RIGHTS (INCLUDING LIMITED STOCK
APPRECIATION RIGHTS).
3.1 GRANTS.
In its discretion, the Committee may grant to any
Eligible Employee Stock Appreciation Rights either
concurrently with the grant of another Award or in respect
of an outstanding Award, in whole or in part, or
independently of any other Award. Any Stock Appreciation
Right granted in connection with an Incentive Stock Option
shall contain such terms as may be required to comply with
the provisions of Section 422 of the Code and the
regulations promulgated thereunder, unless the holder
otherwise agrees.
3.2 EXERCISE OF STOCK APPRECIATION RIGHTS.
(a) Exercisability. Unless the Award Agreement
or the Committee otherwise provides, a Stock
Appreciation Right related to another Award shall be
exercisable at such time or times, and to the extent,
that the related Award shall be exercisable.
(b) Effect on Available Shares. To the extent
that a Stock Appreciation Right is exercised, the
number of underlying Shares theretofore subject to a
related Award shall be charged against the maximum
number of Shares that may be delivered pursuant to
Awards under this Plan. The number of Shares subject
to the Stock Appreciation Right and the related Award
of the Participant shall be reduced by the number of
underlying Shares as to which the exercise related,
unless the Award Agreement otherwise provides.
(c) Stand-Alone Stock Appreciation Rights. A
Stock Appreciation Right granted independently of any
other Award shall be exercisable pursuant to the terms
of the Award Agreement, but in no event earlier than
six (6) months after the Award Date, except in the case
of death or Total Disability.
3.3 PAYMENT.
(a) Amount. Unless the Committee otherwise
provides, upon exercise of a Stock Appreciation Right
and the attendant surrender of an exercisable portion
of any related Award, the Participant shall be entitled
to receive payment of an amount determined by
multiplying:
(i) The difference obtained by subtracting
the exercise price per Share under the related
Award (if applicable) or the initial Share value
specified in the Award from the Fair Market Value
of a Share on the date of exercise of the Stock
Appreciation Right, by
(ii) The number of Shares with respect to
which the Stock Appreciation Right shall have been
exercised.
(b) Form of Payment. The Committee, in its sole
discretion, shall determine the form in which payment
shall be made of the amount determined under paragraph
(a) above, either solely in cash, solely in Shares
(valued at Fair Market Value on the date of exercise of
the Stock Appreciation Right), or partly in such Shares
and partly in cash, provided that the Committee shall
have determined that such exercise and payment are
consistent with applicable law. If the Committee
permits the Participant to elect to receive cash or
Shares (or a combination thereof) on such exercise, any
such election shall be subject to such conditions as
the Committee may impose.
3.4 LIMITED STOCK APPRECIATION RIGHTS.
The Committee may grant to any Eligible Employee Stock
Appreciation Rights exercisable only upon or in respect of a
Change in Control Event or any other specified event
("Limited SARs"), and such Limited SARs may relate to or
operate in tandem or combination with or substitution for
Options, other Stock Appreciation Rights or other Awards (or
any combination thereof), and may be payable in cash or
Shares based on the spread between the exercise price per
Share under the related Award (if applicable) or the initial
Share value specified in the Limited SAR and a price based
upon the Fair Market Value of the Common Stock during a
specified period or at a specified time within a specified
period before, after or including the date of such event.
4. RESTRICTED STOCK AWARDS.
4.1 GRANTS.
The Committee may, in its discretion, grant one or more
Restricted Stock Awards to any Eligible Employee. Each
Restricted Stock Award Agreement shall specify the number of
Shares to be issued to the Participant, the date of such
issuance, the consideration for such Shares to be paid by
the Participant (which consideration shall be an amount that
is not less than the par value of the Shares), the extent
(if any) to which and the time (if ever) at which the
Participant shall be entitled to dividends, voting and other
rights in respect of the Shares prior to vesting, and the
restrictions (which may be based on performance criteria,
passage of time or other factors or any combination thereof)
imposed on such Shares and the conditions of release or
lapse of such restrictions. Such restrictions shall not
lapse earlier than six (6) months after the Award Date,
except to the extent the Committee may otherwise provide.
Stock certificates evidencing Restricted Shares shall bear a
legend making appropriate reference to the restrictions
imposed hereunder and shall be held by the Corporation or by
a third party designated by the Committee until the
restrictions on such Shares shall have lapsed and the Shares
shall have vested in accordance with the provisions of the
Award and Section 1.7. Upon issuance of the Restricted
Stock Award, the Participant may be required to provide such
further assurance and documents as the Committee may require
to enforce the restrictions.
4.2 RESTRICTIONS.
(a) Pre-Vesting Restraints. Except as provided
in Sections 4.1 and 1.8, Restricted Shares may not be
sold, assigned, transferred, pledged or otherwise
disposed of or encumbered, either voluntarily or
involuntarily, until the restrictions on such Shares
have lapsed and the Shares have become vested.
(b) Dividend and Voting Rights. Unless otherwise
provided in the applicable Award Agreement, a
Participant receiving a Restricted Stock Award shall be
entitled to dividend and voting rights for all Shares
issued even though they are not vested, provided that
such rights shall terminate immediately as to any
Restricted Shares that cease to be eligible for
vesting.
(c) Cash Payments. If the Participant shall have
paid or received cash (including any dividends) in
connection with the Restricted Stock Award, the Award
Agreement shall specify whether and to what extent such
cash shall be returned (with or without interest) as to
any Restricted Shares that cease to be eligible for
vesting.
4.3 RETURN TO THE CORPORATION.
Unless the Committee otherwise expressly provides,
Restricted Shares that remain subject to restrictions at the
time of termination of employment or are subject to other
conditions to vesting that have not been satisfied by the
time specified in the applicable Award Agreement shall not
vest and shall be returned to the Corporation in such manner
and on such terms as the Committee shall therein provide.
5. PERFORMANCE SHARE AWARDS AND SPECIAL PERFORMANCE-BASED
AWARDS.
5.1 GRANTS OF PERFORMANCE SHARE AWARDS.
The Committee may, in its discretion, grant Performance
Share Awards to Eligible Employees based upon such factors
as the Committee shall deem relevant in light of the
specific type and terms of the Award. The Award Agreement
shall specify the maximum number of Shares subject to the
Performance Share Award, the consideration to be paid for
any such Shares as may be issuable to the Participant (which
consideration shall be an amount that is not less than the
par value of the Shares), the duration of the Award and the
conditions upon which delivery of any Shares to the
Participant shall be based, which delivery shall not be
earlier than six (6) months after the Award Date. The
number of Shares that may be deliverable pursuant to such
Award shall be based upon the degree of attainment over a
specified period of not more than ten (10) years (a
"performance cycle") as may be established by the Committee
of such measure(s) of the performance of the Company (or any
part thereof) or the Participant or such other criteria
(including continued employment or the passage of time) as
may be established by the Committee. The Committee may
provide for full or partial credit, prior to completion of
such performance cycle or the attainment of the performance
achievement specified in the Award, in the event of the
Participant's death, retirement or Total Disability, a
Change in Control Event or in such other circumstances as
the Committee (consistent with Section 6.9(c)(ii), if
applicable) may determine.
5.2 SPECIAL PERFORMANCE-BASED SHARE AWARDS.
Without limiting the generality of the foregoing, and
in addition to other Awards granted under other provisions
of this Article 5, other performance-based awards within the
meaning of Section 162(m) of the Code ("Special Performance-
Based Awards"), may be granted under this Plan, whether in
the form of restricted stock, performance stock, phantom
stock or other rights, the vesting of which depends on the
performance of the Company on a consolidated, segment,
subsidiary, division or unit basis with reference to
revenues, net earnings (before or after taxes or before or
after taxes, interest, depreciation and/or amortization),
cash flow, return on equity or on assets or on net
investment, or cost containment or reduction, or any
combination thereof (the business criteria) relative to pre-
established performance goals. The applicable business
criteria and the specific performance goals must be approved
by the Committee in advance of applicable deadlines under
the Code and while the performance relating to such goals
remains substantially uncertain. The applicable performance
measurement period may be neither less than one (1) nor more
than ten (10) years. Performance targets may be adjusted to
mitigate the unbudgeted impact of material, unusual or
nonrecurring gains and losses, accounting changes or other
extraordinary events not foreseen at the time the targets
were set. Other types of performance and non-performance
awards may also be granted under the other provisions of
this Plan.
(a) Eligible Class. The eligible class of
persons for Awards under this Section 5.2 shall be
executive officers of the Corporation.
(b) Maximum Award. In no event shall grants in
any calendar year to a Participant under this Section
5.2 relate to more than 100,000 shares.
(c) Committee Certification. Before any Special
Performance-Based Award is paid, the Committee shall
certify that the material terms of the Special
Performance-Based Award were satisfied.
(d) Terms and Conditions of Awards. The
Committee shall have discretion to determine the
restrictions or other limitations of the individual
Awards under this Section 5.2 (including the authority
to reduce Awards, payouts or vesting or to pay no
Awards, in its sole discretion, if the Committee
preserves such authority at the time of grant by
language to this effect in its authorizing resolutions
or otherwise).
(e) Stock Pay-out Features. Special Performance-
Based Share Awards shall be paid in Shares, provided
that the Committee may require or allow a portion of
the Award to be paid in the form of Restricted Shares
or an Option.
6. OTHER PROVISIONS.
6.1 TERMINATION OF EMPLOYMENT; RIGHTS OF ELIGIBLE
EMPLOYEES, PARTICIPANTS AND BENEFICIARIES.
(a) Effects of Termination of Employment.
(i) Options - Termination for Other than
Death or Total Disability. If a Participant's
employment by the Company terminates for any
reason other than death or Total Disability, the
Participant shall have, unless otherwise provided
in the Award Agreement and subject to earlier
termination pursuant to or as contemplated by
Section 1.6 or 6.2, ninety (90) days from and
after the Severance Date within which to exercise
any Option to the extent it shall have become
exercisable as of the Severance Date. To the
extent an Option was not exercisable as of the
Severance Date, it shall terminate.
(ii) Options - Death or Total Disability. If
a Participant's employment by the Company
terminates as a result of death or Total
Disability, the Participant, Participant's
Personal Representative or his or her Beneficiary,
as the case may be, shall have, unless otherwise
provided in the Award Agreement and subject to
earlier termination pursuant to or as contemplated
by Section 1.6 or 6.2, twelve (12) months from and
after the Severance Date within which to exercise
any Option to the extent it shall have become
exercisable as of the Severance Date. To the
extent an Option was not exercisable as of the
Severance Date, it shall terminate.
(iii) Certain Stock Appreciation Rights. A Stock
Appreciation Right granted concurrently or in
tandem with an Option shall have the same post-
termination provisions and exercisability periods
as the Option to which it relates, unless the
Committee otherwise provides.
(iv) Other Awards. Unless otherwise provided
in the applicable Award Agreement and subject to
the other provisions of this Plan, Restricted
Stock Awards, Stock Appreciation Rights,
Performance Share Awards and Special Performance-
Based Awards, to the extent such Awards have not
become vested as of the Severance Date, shall be
forfeited as of the Severance Date.
(v) Committee Discretion. Notwithstanding
the foregoing provisions of this Section 6.1, in
the event of, or in anticipation of, a termination
of employment with the Company for any reason, the
Committee may, in its discretion, increase the
portion of the Participant's Award available to
the Participant, or Participant's Beneficiary or
Personal Representative, as the case may be, or,
subject to the provisions of Section 1.6, extend
the exercisability period upon such terms as the
Committee shall determine and expressly set forth
in or by amendment to the Award Agreement.
(b) Employment Status. Status as an Eligible
Employee shall not be construed as a commitment that
any Award will be made under this Plan to an Eligible
Employee or to Eligible Employees generally.
(c) No Employment Contract. Nothing contained in
this Plan (or in any other documents under this Plan or
in any Award) shall confer upon any Eligible Employee
or Participant any right to continue in the employ or
other service of the Company, constitute any contract
or agreement of employment or other service or affect
an employee's status as an employee at will, nor shall
interfere in any way with the right of the Company to
change a person's compensation or other benefits, or to
terminate his or her employment or other service, with
or without cause and with or without notice. Nothing
in this Section 6.1(c), however, is intended to
adversely affect any express independent right of such
person under a separate employment contract other than
an Award Agreement.
(d) Plan Not Funded. Awards payable under this
Plan shall be payable in Shares or from the general
assets of the Corporation, and (except as provided in
Section 1.4(c)) no special or separate reserve, fund or
deposit shall be made to assure payment of such Awards.
No Participant, Beneficiary or other person shall have
any right, title or interest in any fund or in any
specific asset (including Shares, except as expressly
otherwise provided) of the Company by reason of any
Award hereunder. Neither the provisions of this Plan
(or of any related documents), nor the creation or
adoption of this Plan, nor any action taken pursuant to
the provisions of this Plan shall create, or be
construed to create, a trust of any kind or a fiduciary
relationship between the Company and any Participant,
Beneficiary or other person. To the extent that a
Participant, Beneficiary or other person acquires a
right to receive payment pursuant to any Award
hereunder, such right shall be no greater than the
right of any unsecured general creditor of the Company.
6.2 ADJUSTMENTS; ACCELERATION.
(a) Adjustments. Upon or in contemplation of any
reclassification, recapitalization, stock split
(including a stock split in the form of a stock
dividend) or reverse stock split; any merger,
combination, consolidation or other reorganization; any
spin-off, split-up or similar extraordinary dividend
distribution ("Spin-off") in respect of the Common
Stock (whether in the form of securities or property);
any exchange of Common Stock or other securities of the
Corporation, or any similar, unusual or extraordinary
corporate transaction in respect of the Common Stock;
or a sale of all or substantially all the assets of the
Corporation as an entirety (an "Asset Sale"); then the
Committee shall, in such manner, to such extent (if
any) and at such time as it deems appropriate and
equitable in the circumstances:
(i) In any of such events, proportionately
adjust any or all of (a) the number and type of
Shares (or other securities) that thereafter may
be made the subject of Awards (including the
specific maximums and numbers of Shares set forth
elsewhere in this Plan), (b) the number, amount
and type of Shares (or other securities or
property) subject to any or all outstanding
Awards, (c) the grant, purchase or exercise price
of any or all outstanding Awards, (d) the
securities, cash or other property deliverable
upon exercise of any outstanding Awards, or (e)
subject to limitations under Section 6.9(c), the
performance standards appropriate to any
outstanding Awards, or
(ii) In the case of a reclassification,
recapitalization, merger, consolidation,
combination or other reorganization, Spin-off or
Asset Sale, make provision for a cash payment or
for the substitution or exchange of any or all
outstanding Share-based Awards or the cash,
securities or property deliverable to the holder
of any or all outstanding Share-based Awards,
based upon the distribution or consideration
payable to holders of Common Stock upon or in
respect of such event.
In each case, with respect to Awards of Incentive Stock
Options, no adjustment shall be made that would cause
the Plan to violate Section 422 or 424(a) of the Code
or any successor provisions without the written consent
of holders materially and adversely affected thereby.
In any of such events, the Committee may take such
action prior to such event to the extent that the
Committee deems the action necessary to permit the
Participant to realize the benefits intended to be
conveyed with respect to the underlying Shares in the
same manner as is or will be available to stockholders
generally.
(b) Acceleration of Awards Upon Change in
Control. Unless prior to a Change in Control Event the
Board determines that, upon its occurrence, benefits
under any or all Awards shall not be accelerated or
determines that only certain or limited benefits under
any or all Awards shall be accelerated and the extent
to which they shall be accelerated, and/or establishes
a different time in respect of such Event for such
acceleration, then upon the occurrence of a Change in
Control Event:
(i) each Option and Stock Appreciation Right
shall become immediately exercisable,
(ii) Restricted Stock shall immediately vest
free of restrictions, and
(iii) each Performance Share Award shall become
payable to the Participant;
provided, however, that Awards granted hereunder that
have not been held for six (6) months or more prior to
the occurrence of the Change in Control Event shall
not, in any event, be so accelerated. Any discretion
with respect to these events shall be limited to the
extent required by applicable accounting requirements
in the case of a transaction intended to be accounted
for as a pooling of interests transaction.
The Committee may override the limitations on
acceleration in this Section 6.2(b) by express
provision in the Award Agreement and may accord any
Eligible Employee a right to refuse any acceleration,
whether pursuant to the Award Agreement or otherwise,
in such circumstances as the Committee may approve.
Any acceleration of Awards shall comply with applicable
legal requirements and, if necessary to accomplish the
purposes of the acceleration or if the circumstances
require, may be deemed by the Committee to occur
(subject to Section 6.2(d)) a limited period of time
not greater than 30 days before the event. Without
limiting the generality of the foregoing, the Committee
may deem an acceleration to occur immediately prior to
the applicable event and/or reinstate the original
terms of an Award if an event giving rise to an
acceleration does not occur.
(c) Cash Payment for Eligible Options and
Eligible SARs. The Committee shall provide written
notice of the occurrence of a Change in Control Event
to each holder of an Option or Stock Appreciation Right
that has been held for at least six (6) months as of
the date of the Change in Control Event (an "Eligible
Option" and "Eligible SAR," respectively). Upon the
occurrence of the Change in Control Event, if so
elected by the Board, the Company shall cancel each
Eligible Option and each Eligible SAR and shall pay the
holder thereof an amount in cash determined by
multiplying (i) the difference between the exercise
price per Share of the Eligible Option or, in the case
of an Eligible SAR, the exercise price per Share of the
related Option or the initial Share value of the Award,
and the Fair Market Value per Share on the date of the
Change in Control Event, by (ii) the number of Shares
subject to the Eligible Option or Eligible SAR.
(d) Possible Recission of Acceleration. If the
vesting of an Award has been accelerated expressly in
anticipation of an event or subject to stockholder
approval of an event and the Board later determines
that the event will not occur, the Committee may
rescind the effect of the acceleration as to any then
outstanding and unexercised or otherwise unvested
Awards.
(e) Acceleration Upon Termination of Service in
Anticipation of, or Following a Change in Control
Event. Unless the Committee otherwise provides prior
to a Change in Control Event, if any Participant's
employment is terminated by the Company for any reason
other than for cause after the announcement of but
before consummation of a Change in Control Event, then,
upon or immediately prior to the consummation of the
event and subject to its consummation, Awards held by
the Participant prior to the Change in Control Event
shall be deemed reinstated to the extent previously
vested and terminated prior to expiration and, to the
extent unvested, shall be deemed vested to the extent
that other Awards of the same type were accelerated in
connection with the event, irrespective of the vesting
and early termination provisions of the Participant's
Award Agreement. Notwithstanding the foregoing, in no
event shall an Award be extended beyond its final
expiration date.
(f) Golden Parachute Limitation. In no event
shall an Award be accelerated under this Plan to an
extent or in a manner that would not be fully
deductible by the Company for federal income tax
purposes because of Section 280G of the Code, nor shall
any payment hereunder be accelerated if any portion of
such accelerated payment would not be deductible by the
Company because of Section 280G of the Code. If a
holder would be entitled to benefits or payments
hereunder and under any other plan or program, which
benefits or payments would constitute "parachute
payments" as defined in Section 280G of the Code, then
the holder may, by written notice to the Company,
designate the order in which such parachute payments
shall be reduced or modified so that the Company is not
denied federal income tax deductions for any "parachute
payments" because of Section 280G of the Code.
Notwithstanding the foregoing, an employment or other
agreement with the Participant may expressly provide
for benefits in excess of amounts determined by
applying the foregoing Section 280G limitations.
(g) Possible Early Termination of Awards. If any
Award or other right to acquire Common Stock has not
been exercised or has not become vested or exercisable
prior to (i) a dissolution of the Corporation or (ii) a
reorganization event described in Section 6.2(a), and
no provision has been made for the substitution,
exchange or other settlement of such Award, such Award
shall thereupon terminate.
6.3 COMPLIANCE WITH LAWS.
This Plan, the granting and vesting of Awards under
this Plan, the offer, issuance and delivery of Shares and/or
the payment of money under this Plan or under Awards are
subject to compliance with all applicable federal and state
laws, rules and regulations (including, but not limited to,
state and federal securities law requirements) and to such
approvals by any listing, regulatory or governmental
authority as may, in the opinion of counsel for the Company,
be necessary or advisable in connection therewith. In
addition, any securities delivered under this Plan may be
subject to any special restrictions that the Committee may
require to preserve a pooling of interests under generally
accepted accounting principles. The person acquiring any
securities under this Plan will, if requested by the
Company, provide such assurances and representations to the
Company as the Committee may deem necessary or desirable to
assure compliance with all applicable legal and accounting
requirements.
6.4 TAX MATTERS.
Upon any exercise, vesting, or payment of any Award or
upon the disposition of Shares acquired pursuant to the
exercise of an Incentive Stock Option prior to satisfaction
of the holding period requirements of Section 422 of the
Code, the Company shall have the right at its option to (i)
require the Participant (or Personal Representative or
Beneficiary, as the case may be) to pay or provide for
payment of the amount of any taxes that the Company may be
required to withhold with respect to such Award event or
payment or (ii) deduct from any amount payable in cash the
amount of any taxes which the Company may be required to
withhold with respect to such cash payment. In any case
where a tax is required to be withheld in connection with
the delivery of Shares under this Plan, the Participant may
elect, in his or her sole discretion (subject to Section
6.3), pursuant to such rules and subject to such conditions
as the Committee may establish, to have the Corporation
reduce the number of Shares to be delivered by (or otherwise
reacquire) the appropriate number of Shares valued at their
Fair Market Value, to satisfy such withholding obligation,
determined in each case as of the trading day next preceding
the applicable date of exercise, vesting or payment.
6.5 PLAN AMENDMENT, TERMINATION AND SUSPENSION.
(a) Board Authorization. The Board may, at any
time, terminate or, from time to time, amend, modify or
suspend this Plan, in whole or in part. No Awards may
be granted during any suspension of this Plan or after
termination of this Plan, but the Committee shall
retain jurisdiction as to Awards then outstanding in
accordance with the terms of this Plan.
(b) Stockholder Approval. To the extent then
required under Sections 162, 422 or 424 of the Code or
any other applicable law, or deemed necessary or
advisable by the Board, any amendment to this Plan
shall be subject to stockholder approval.
(c) Amendments to Awards. Without limiting any
other express authority of the Committee under (but
subject to) the express limits of this Plan, the
Committee by agreement or resolution may waive
conditions of or limitations on Awards to Participants
that the Committee in the prior exercise of its
discretion has imposed, without the consent of a
Participant, and may make other changes to the terms
and conditions of Awards that do not affect in any
manner materially adverse to the Participant, the
Participant's rights and benefits under an Award.
(d) Limitations on Amendments to Plan and Awards.
No amendment, suspension or termination of this Plan or
change in or affecting any outstanding Award shall,
without written consent of the Participant, affect in
any manner materially adverse to the Participant any
rights or benefits of the Participant or obligations of
the Company under any Award granted under this Plan
prior to the effective date of such change. Changes
contemplated by Section 6.2 shall not be deemed to
constitute changes or amendments for purposes of this
Section 6.5.
6.6 PRIVILEGES OF STOCK OWNERSHIP.
Except as otherwise expressly authorized by the
Committee or this Plan, a Participant shall not be entitled
to any privilege of stock ownership as to any Shares not
actually delivered to and held of record by the Participant.
No adjustment will be made for dividends or other rights as
a stockholder for which a record date is prior to such date
of delivery.
6.7 EFFECTIVE DATE OF THE PLAN.
This Plan is effective as of the date this Plan is
approved by the stockholders of the Corporation.
6.8 TERM OF THE PLAN.
No Award will be granted under this Plan after April
27, 2009 (the "Termination Date"). Unless otherwise
expressly provided in this Plan or in an applicable Award
Agreement, any Award granted prior to the Termination Date
may extend beyond such date, and all authority of the
Committee with respect to Awards hereunder, including the
authority to amend an Award, shall continue during any
suspension of this Plan and in respect of Awards outstanding
on the Termination Date.
6.9 GOVERNING LAW/CONSTRUCTION/SEVERABILITY.
(a) Choice of Law. This Plan, the Awards, all
documents evidencing Awards and all other related
documents shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
(b) Severability. If a court of competent
jurisdiction holds any provision invalid and
unenforceable, the remaining provisions of this Plan
shall continue in effect.
(c) Plan Construction.
(i) Rule 16b-3. It is the intent of the
Corporation that the Awards and transactions
permitted by Awards generally satisfy and be
interpreted in a manner that, in the case of
Participants who are or may be subject to Section
16 of the Exchange Act, satisfies the applicable
requirements of Rule 16b-3 so that such persons
(unless they otherwise agree) will be entitled to
the benefits of Rule 16b-3 or other exemptive
rules under Section 16 of the Exchange Act in
respect of those transactions and will not be
subjected to avoidable liability.
(ii) Section 162(m). It is the further
intent of the Company that (to the extent the
Company or Awards under this Plan may be or become
subject to limitations on deductibility under
Section 162(m) of the Code), Options or Stock
Appreciation Rights granted with an exercise or
base price not less than Fair Market Value on the
date of grant and Special Performance-Based Awards
under Section 5.2 of this Plan that are granted to
or held by a person subject to Section 162(m) of
the Code will qualify as performance-based
compensation or otherwise be exempt from
deductibility limitations under Section 162(m) of
the Code, to the extent that the Committee
authorizing the Award (or the payment thereof, as
the case may be) satisfies any applicable
administrative requirements thereof.
6.10 CAPTIONS.
Captions and headings are given to the sections and
subsections of this Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in
any way material or relevant to the construction or
interpretation of this Plan or any provision thereof.
6.11 EFFECT OF CHANGE OF SUBSIDIARY STATUS.
For purposes of this Plan and any Award hereunder, if a
Participant is employed by an entity that ceases to be a
Subsidiary, a termination of the Participant's employment
shall be deemed to have occurred as of the date the entity
ceased to be a Subsidiary unless the Participant continues
as an Eligible Employee in respect of another entity within
the Company.
6.12 STOCK-BASED AWARDS IN SUBSTITUTION FOR STOCK
OPTIONS OR AWARDS GRANTED BY ANOTHER CORPORATION.
Awards may be granted to Eligible Employees under this
Plan in substitution for employee stock options, stock
appreciation rights, restricted stock or other stock-based
awards granted by other entities to persons who are or who
will become Eligible Employees in respect of the Company, in
connection with a distribution, merger or other
reorganization by or with the granting entity or an
affiliated entity, or the acquisition by the Company,
directly or indirectly, of all or a substantial part of the
stock or assets of the employing entity.
6.13 NON-EXCLUSIVITY OF PLAN.
Nothing in this Plan shall limit or be deemed to limit
the authority of the Board or the Committee to grant awards
or authorize any other compensation, with or without
reference to the Common Stock, under any other plan or
authority.
6.14 NO CORPORATE ACTION RESTRICTION.
The existence of the Plan, the Award Agreements and the
Awards granted hereunder shall not limit, affect or restrict
in any way the right or power of the Board or the
stockholders of the Corporation to make or authorize: (a)
any adjustment, recapitalization, reorganization or other
change in the Corporation's or any Subsidiary's capital
structure or its business, (b) any merger, amalgamation,
consolidation or change in the ownership of the Corporation
or any Subsidiary, (c) any issue of bonds, debentures,
capital, preferred or prior preference stock ahead of or
affecting the Corporation's or any Subsidiary's capital
stock or the rights thereof, (d) any dissolution or
liquidation of the Corporation or any Subsidiary, (e) any
sale or transfer of all or any part of the Corporation or
any Subsidiary's assets or business, or (f) any other
corporate act or proceeding by the Corporation or any
Subsidiary. No Participant, Beneficiary or any other person
shall have any claim under any Award or Award Agreement
against any member of the Board or the Committee, or the
Corporation or any employees, officers or agents of the
Corporation or any Subsidiary, as a result of any such
action.
6.15 OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS.
Payments and other benefits received by a Participant
under an Award made pursuant to this Plan shall not be
deemed a part of a Participant's compensation for purposes
of the determination of benefits under any other employee
welfare or benefit plans or arrangements, if any, provided
by the Corporation or any Subsidiary, except where the
Committee or the Board expressly otherwise provides or
authorizes in writing. Awards under this Plan may be made
in addition to, in combination with, as alternatives to or
in payment of grants, awards or commitments under any other
plans or arrangements of the Company or the Subsidiaries.
6.16 DEFERRED PAYMENTS.
The Committee may authorize for the benefit of any
Eligible Employee the deferral of any payment of cash or
Shares that may become due or of cash otherwise payable
under this Plan, and provide for accrued benefits thereon
based upon such deferment, at the election or at the request
of such Participant, subject to the other terms of this
Plan. Such deferral shall be subject to such further
conditions, restrictions or requirements as the Committee
may impose, subject to any then vested rights of
Participants.
7. DEFINITIONS.
7.1 DEFINITIONS.
(a) "Award" means an award of any Option, Stock
Appreciation Right, Restricted Stock, Stock Bonus,
Performance Share Award, Special Performance-Based
Award, dividend equivalent or deferred payment right or
other right or security that would constitute a
"derivative security" under Rule 16a-1(c) of the
Exchange Act, or any combination thereof, whether
alternative or cumulative, authorized by and granted
under this Plan.
(b) "Award Agreement" means any writing setting
forth the terms of an Award that has been authorized by
the Committee.
(c) "Award Date" means the date upon which the
Committee took the action granting an Award or such
later date as the Committee designates as the Award
Date at the time of the Award.
(d) "Beneficiary" means the person, persons,
trust or trusts designated by a Participant or, in the
absence of a designation, entitled by will or the laws
of descent and distribution, to receive the benefits
specified in the Award Agreement and under this Plan in
the event of a Participant's death, and shall mean the
Participant's executor or administrator if no other
Beneficiary is designated and able to act under the
circumstances.
(e) "Board" means the Board of Directors of the
Corporation.
(f) "Change in Control Event" means any of the
following:
(i) The occurrence of any change in control
that is required to be reported in response to the
proxy regulations of the Commission;
(ii) Any "person" (as such term is used in
Section 3(a)(9) and Sections 13(d) and 14(d)(2) of
the Exchange Act), other than the Corporation, is or
becomes the beneficial owner, directly or indirectly,
of securities of the Corporation representing 40% or
more of the combined voting power of the Corporation's
then outstanding securities.
(iii) During any period of two consecutive years,
individuals who, at the beginning of such period
constitute the Board, cease for any reason to constitute
at least a majority thereof, unless the election of each
new director was approved by a vote of at least
two-thirds of the directors then still in office who
were directors at the beginning of the period.
(iv) Shares are first purchased pursuant to an
exchange or tender offer other than an offer by the
Corporation or a Subsidiary.
Notwithstanding the foregoing, prior to the occurrence
of any of the events described in clause (f)(i) through
(iv) above, the Board may determine that such an event
shall not constitute a Change in Control Event for
purposes of the Plan and Awards granted under it.
(g) "Code" means the Internal Revenue Code of
1986, as amended from time to time.
(h) "Commission" means the Securities and
Exchange Commission.
(i) "Committee" means the Board or a committee
appointed by the Board to administer this Plan, which
committee shall be comprised solely of two or more
directors or such greater number of directors as may be
required under applicable law, and each of whom is an
"outside director" under Section 162(m) of the Code and
a "non-employee director" within the meaning of Rule
16b-3.
(j) "Common Stock" means the Common Stock, $0.01
par value per share, of the Corporation and such other
securities or property as may become the subject of
Awards, or become subject to Awards, pursuant to an
adjustment made under Section 6.2 of this Plan.
(k) "Company" means, collectively, the
Corporation and its Subsidiaries.
(l) "Corporation" means Wynn's International,
Inc., a Delaware corporation, and its successors.
(m) "Eligible Employee" means an officer (whether
or not a director) or key employee of the Company.
(n) "Exchange Act" means the Securities Exchange
Act of 1934, as amended from time to time.
(o) "Fair Market Value" on any date means (1) if
the stock is listed or admitted to trade on a national
securities exchange, the closing price of the stock on
the Composite Tape, as published in the Western Edition
of The Wall Street Journal, of the principal national
securities exchange on which the stock is so listed or
admitted to trade, on such date, or, if there is no
trading of the stock on such date, then the closing
price of the stock as quoted on such Composite Tape on
the next preceding date on which there was trading in
such shares; (2) if the stock is not listed or admitted
to trade on a national securities exchange, the last
price for the stock on such date, as furnished by the
National Association of Securities Dealers, Inc.
("NASD") through the NASDAQ National Market Reporting
System or a similar organization if the NASD is no
longer reporting such information; (3) if the stock is
not listed or admitted to trade on a national
securities exchange and is not reported on the National
Market Reporting System, the mean between the bid and
asked price for the stock on such date, as furnished by
the NASD or a similar organization; or (4) if the stock
is not listed or admitted to trade on a national
securities exchange, is not reported on the National
Market Reporting System and if bid and asked prices for
the stock are not furnished by the NASD or a similar
organization, the value as established by the Committee
at such time for purposes of this Plan.
(p) "Incentive Stock Option" means an Option
which is intended, as evidenced by its designation, as
an incentive stock option within the meaning of Section
422 of the Code, the award of which contains such
provisions and is made under such circumstances and to
such persons as may be necessary to comply with that
section.
(q) "Limited SAR" has the meaning given to such
term in Section 3.4.
(r) "Nonqualified Stock Option" means an Option
that is designated as a Nonqualified Stock Option and
shall include any Option intended as an Incentive Stock
Option that fails to meet the applicable legal
requirements thereof. Any Option granted hereunder
that is not designated as an Incentive Stock Option
shall be deemed to be designated a Nonqualified Stock
Option under this Plan and not an incentive stock
option under the Code.
(s) "Option" means an option to purchase Common
Stock granted under this Plan.
(t) "Participant" means an Eligible Employee who
has been granted an Award under this Plan.
(u) "Performance Share Award" means an Award of a
right to receive Shares under Section 5.1 or 5.2, the
issuance or payment of which is contingent upon, among
other conditions, the attainment of performance
objectives specified by the Committee.
(v) "Personal Representative" means the person or
persons who, upon the disability or incompetence of a
Participant, shall have acquired on behalf of the
Participant, by legal proceeding or otherwise, the
power to exercise the rights or receive benefits under
this Plan and who shall have become the legal
representative of the Participant.
(w) "Plan" means this 1999 Stock Awards Plan, as
it may be amended from time to time.
(x) "Restricted Shares" or "Restricted Stock"
means Shares awarded to a Participant under this Plan,
subject to payment of such consideration, if any, and
such conditions on vesting (which may include, among
others, the passage of time, specified performance
objectives or other factors) and such transfer and
other restrictions as are established in or pursuant to
this Plan and the related Award Agreement, for so long
as such shares remain unvested under the terms of the
applicable Award Agreement.
(y) "Retirement" means retirement (including
early retirement) at any time of a Participant as an
employee of the Company, as such term or concept is
used in the Wynn's International, Inc. Retirement Plan
or the Wynn's-Precision, Inc. Salaried Employees
Pension Plan, or in any successor plan, in each case,
as from time to time in effect.
(z) "Rule 16b-3" means Rule 16b-3 as promulgated
by the Commission pursuant to the Exchange Act, as
amended from time to time.
(aa) "Section 16 Person" means a person subject to
Section 16(a) of the Exchange Act.
(bb) "Securities Act" means the Securities Act of
1933, as amended from time to time.
(cc) "Severance Date" means the date of
termination of a Participant's employment with the
Company.
(dd) "Shares" has the meaning given to such term
in Section 1.4(a).
(ee) "Stock Appreciation Right" means a right
authorized under this Plan to receive a certain number
of Shares or an amount of cash, or a combination of
Shares and cash, the aggregate amount or value of which
is determined by reference to a change in the Fair
Market Value of the Common Stock.
(ff) "Subsidiary" means any corporation or other
entity a majority of whose outstanding voting stock or
voting power is beneficially owned directly or
indirectly by the Corporation.
(gg) "Total Disability" means a "permanent and
total disability" within the meaning of Section
22(e)(3) of the Code and such other disabilities,
infirmities, afflictions or conditions as the Committee
by rule may include.
<PAGE>
AMENDMENT NO. 1
TO
WYNN'S INTERNATIONAL, INC.
1999 STOCK AWARDS PLAN
WHEREAS, Wynn's International, Inc. (the "Company")
maintains the Wynn's International, Inc. 1999 Stock Awards
Plan (the "Plan"); and
WHEREAS, pursuant to Section 6.5(a) of the Plan, the Board
of Directors of the Company (the "Board") has the authority to
amend the Plan; and
WHEREAS, the Company desires to amend the Plan to reflect
recent resolutions adopted by the Board of Directors;
NOW, THEREFORE, the Plan is hereby amended, effective as of
April 28, 1999, as follows:
1. Section 4.1 of the Plan is deleted in its entirety and
replaced with the following new Section 4.1:
"4.1 Grants.
"The Committee may, in its discretion, grant one or more
Restricted Stock Awards to any Eligible Employee. Each
Restricted Stock Award Agreement shall specify the number of
Shares to be issued to the Participant, the date of such issuance,
the consideration for such Shares to be paid by the Participant
(which consideration shall be an amount that is not less than the
par value of the Shares), the extent (if any) to which and the
time (if ever) at which the Participant shall be entitled to
dividends, voting and other rights in respect of the Shares
prior to vesting, and the restrictions (which may be based on
performance criteria, passage of time or other factors or any
combination thereof) imposed on such Shares and the conditions
of release or lapse of such restrictions. Except as permitted
by Section 4.4, such restrictions shall not lapse earlier than
(i) three (3) years after the Award Date in the case of
Restricted Stock Awards that have restrictions based solely on
the passage of time, and (ii) one (1) year after the Award Date
in the case of Restricted Stock Awards that have restrictions
based on performance criteria. Stock certificates evidencing
Restricted Shares shall bear a legend making appropriate reference
to the restrictions imposed hereunder and shall be held by the
Corporation or by a third party designated by the Committee until
the restrictions on such Shares shall have lapsed and the Shares
shall have vested in accordance with the provisions of the Award
and Section 1.7. Upon issuance of the Restricted Stock Award,
the Participant may be required to provide such further assurance
and documents as the Committee may require to enforce the restrictions."
2. There shall be added to the Plan a new Section 4.4 as follows:
"4.4 Certain Restricted Stock Awards.
"For so long as the Committee is comprised solely of 'outside
directors' under Section 162(m) of the Code and 'non-employee
directors' within the meaning of Rule 16b-3, the Committee shall
be authorized to:
(i) Notwithstanding Section 4.1, grant Restricted
Stock Awards that have restrictions that lapse earlier than
three (3) years after the Award Date in the case of Restricted
Stock Awards that have restrictions based solely on the passage
of time, and earlier than one (1) year after the Award Date in
the case of Restricted Stock Awards that have restrictions
based on performance criteria, or
(ii) Notwithstanding Section 6.5(c), waive any condition
of or limitation on any Restricted Stock Award, provided that
the aggregate number of Shares subject to such Restricted Stock
Awards as to which the Committee exercises such authority does
not exceed 10% of the total number of Shares authorized to be
issued under the Plan as of the date the Committee exercises
such authority."
3. Section 6.5(b) is deleted in its entirety and replaced with the
following new Section 6.5(b):
"(b) Stockholder Approval. To the extent then required
under Sections 162, 422 or 424 of the Code or any other applicable
law, or deemed necessary or advisable by the Board, any amendment
to this Plan shall be subject to stockholder approval. In
addition, stockholder approval shall be required for any and all
amendments to the Plan that would (i) materially increase the
benefits to Participants under the Plan, (ii) increase the
aggregate number of Shares issuable under the Plan, or (iii)
modify the requirements as to eligibility to participate in the
Plan."
4. Section 6.5(c) is deleted in its entirety and replaced with the
following new Section 6.5(c):
"(c) Amendments to Awards. Without limiting any other
express authority of the Committee under (but subject to) the
express limits of this Plan, the Committee by agreement or
resolution may waive conditions of or limitations on Awards to
Participants that the Committee in the prior exercise of its
discretion has imposed, without the consent of a Participant,
and may make other changes to the terms and conditions of
Awards that do not affect in any manner materially adverse to
the Participant, the Participant's rights and benefits under an
Award. Notwithstanding the foregoing, neither the Committee nor
the Board shall be authorized to waive any condition of or
limitation on any Restricted Stock Award, except as permitted
by Section 4.4."
[Wynn's International, Inc. Letterhead]
December 23, 1999
Wynn's International, Inc.
500 North State College Boulevard
Suite 700
Orange, California 92868-1605
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request and in my capacity as Vice President -
Corporate Affairs and General Counsel of Wynn's International,
Inc. (the "Company"), I have examined the Registration Statement
on Form S-8 to be filed with the Securities and Exchange Commission
in connection with the registration under the Securities Act of 1933,
as amended, of 1,500,000 shares of Common Stock, $0.01 par value,
of the Company (the "Common Stock"), and additional rights pursuant
to the Company's Shareholders Rights Agreement dated March 3, 1989,
as amended, with ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (together with the Common Stock, the "Shares"), to be
issued pursuant to the Wynn's International, Inc. 1999 Stock Awards
Plan (the "Plan"). I have examined the proceedings heretofore taken
and to be taken in connection with the authorization of the Plan and
the Shares to be issued pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of fact and law
as I have deemed relevant, I am of the opinion that the Shares have
been duly authorized by all necessary corporate action on the part of
the Company and, when issued in accordance with such authorization, the
provisions of the Plan and relevant agreements duly authorized by and
in accordance with the terms of the Plan, the Shares will be validly
issued, and the Common Stock will be fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ Gregg M. Gibbons
---------------------------
Gregg M. Gibbons
Vice President - Corporate
Affairs and General Counsel
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Wynn's International, Inc. pertaining to the 1999 Stock
Awards Plan, of our report dated January 27, 1999, with respect to the
consolidated financial statements and schedule of Wynn's International,
Inc. included in its Annual Report (Form 10-K) for the year ended December
31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Los Angeles, California
December 21, 1999
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints James Carroll, John W. Huber,
Seymour A. Schlosser, and Gregg M. Gibbons, or any of them
individually, the undersigned's true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, in any and
all capacities, to sign the Form S-8 Registration Statement to
be filed by Wynn's International, Inc. with the Securities and
Exchange Commission with respect to the Wynn's International,
Inc. 1999 Stock Awards Plan (the "Form S-8 Registration Statement")
and to sign any and all amendments (including post-effective
amendments) to the Form S-8 Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact,
or each such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.
This Power of Attorney shall remain in full force and effect
with respect to each of the foregoing attorneys-in-fact until it is
revoked as to an attorney-in-fact by the undersigned in a signed
writing delivered to that attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of December 21, 1999.
/s/ Barton Beek
------------------
BARTON BEEK
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints James Carroll, John W. Huber,
Seymour A. Schlosser, and Gregg M. Gibbons, or any of them
individually, the undersigned's true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, in any and
all capacities, to sign the Form S-8 Registration Statement to
be filed by Wynn's International, Inc. with the Securities and
Exchange Commission with respect to the Wynn's International,
Inc. 1999 Stock Awards Plan (the "Form S-8 Registration Statement")
and to sign any and all amendments (including post-effective
amendments) to the Form S-8 Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact,
or each such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.
This Power of Attorney shall remain in full force and effect
with respect to each of the foregoing attorneys-in-fact until it is
revoked as to an attorney-in-fact by the undersigned in a signed
writing delivered to that attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of December 21, 1999.
/s/ Bryan L. Herrmann
-----------------------
BRYAN L. HERRMANN
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints James Carroll, John W. Huber,
Seymour A. Schlosser, and Gregg M. Gibbons, or any of them
individually, the undersigned's true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, in any and
all capacities, to sign the Form S-8 Registration Statement to
be filed by Wynn's International, Inc. with the Securities and
Exchange Commission with respect to the Wynn's International,
Inc. 1999 Stock Awards Plan (the "Form S-8 Registration Statement")
and to sign any and all amendments (including post-effective
amendments) to the Form S-8 Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact,
or each such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.
This Power of Attorney shall remain in full force and effect
with respect to each of the foregoing attorneys-in-fact until it is
revoked as to an attorney-in-fact by the undersigned in a signed
writing delivered to that attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of December 21, 1999.
/s/ Robert H. Hood, Jr.
-------------------------
ROBERT H. HOOD, JR.
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints James Carroll, John W. Huber,
Seymour A. Schlosser, and Gregg M. Gibbons, or any of them
individually, the undersigned's true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, in any and
all capacities, to sign the Form S-8 Registration Statement to
be filed by Wynn's International, Inc. with the Securities and
Exchange Commission with respect to the Wynn's International,
Inc. 1999 Stock Awards Plan (the "Form S-8 Registration Statement")
and to sign any and all amendments (including post-effective
amendments) to the Form S-8 Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact,
or each such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.
This Power of Attorney shall remain in full force and effect
with respect to each of the foregoing attorneys-in-fact until it is
revoked as to an attorney-in-fact by the undersigned in a signed
writing delivered to that attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of December 21, 1999.
/s/ Richard L. Nelson
-----------------------
RICHARD L. NELSON
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints James Carroll, John W. Huber,
Seymour A. Schlosser, and Gregg M. Gibbons, or any of them
individually, the undersigned's true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, in any and
all capacities, to sign the Form S-8 Registration Statement to
be filed by Wynn's International, Inc. with the Securities and
Exchange Commission with respect to the Wynn's International,
Inc. 1999 Stock Awards Plan (the "Form S-8 Registration Statement")
and to sign any and all amendments (including post-effective
amendments) to the Form S-8 Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact,
or each such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.
This Power of Attorney shall remain in full force and effect
with respect to each of the foregoing attorneys-in-fact until it is
revoked as to an attorney-in-fact by the undersigned in a signed
writing delivered to that attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of December 21, 1999.
/s/ Donald C. Trauscht
-------------------------
DONALD C. TRAUSCHT
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints James Carroll, John W. Huber,
Seymour A. Schlosser, and Gregg M. Gibbons, or any of them
individually, the undersigned's true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, in any and
all capacities, to sign the Form S-8 Registration Statement to
be filed by Wynn's International, Inc. with the Securities and
Exchange Commission with respect to the Wynn's International,
Inc. 1999 Stock Awards Plan (the "Form S-8 Registration Statement")
and to sign any and all amendments (including post-effective
amendments) to the Form S-8 Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact,
or each such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.
This Power of Attorney shall remain in full force and effect
with respect to each of the foregoing attorneys-in-fact until it is
revoked as to an attorney-in-fact by the undersigned in a signed
writing delivered to that attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of December 21, 1999.
/s/ James D. Woods
----------------------
JAMES D. WOODS
