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As filed with the Securities and Exchange Commission
on May 14, 1996
Registration Number 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-0278528
(State of incorporation) (I.R.S. Employer
Identification Number)
8100 34th Avenue South
Minneapolis, Minnesota 55425
(Address of principal executive offices)
CERIDIAN CORPORATION 1996 DIRECTOR PERFORMANCE INCENTIVE PLAN
(Full title of the plan)
John A. Haveman
Vice President and Secretary
Ceridian Corporation
8100 34th Avenue South
Minneapolis, Minnesota 55425
(612) 853-7425
(Name, address and telephone number of agent for service)
Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering Registration
registered registered (1) share(2) price (2) fee
Common Stock,
$0.50 par value 125,000 shares $46.94 $5,867,500 $2,023.28
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933 (the "Act"), this Registration Statement also
covers an indeterminate number of interests to be offered or
sold pursuant to the benefit plan described herein.
(2) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(c) and 457(h)
under the Act, based on the average high and low sale prices
reported for the Registrant's Common Stock on the New York
Stock Exchange on May 8, 1996.
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Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Ceridian Corporation (the
"Company") are incorporated in this Registration Statement by
reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(2) The Company's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1996;
(3) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
("Exchange Act") since December 31, 1995; and
(4) The description of the Company's Common Stock, par value
$0.50 per share, contained in the Company's Registration
Statement on Form S-4, File No. 33-64089.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
The Company's Common Stock is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
John A. Haveman, Vice President, Secretary and Associate
General Counsel for the Company, has provided an opinion as to
the legality of the securities being registered hereby. As a
result of awards under stock-based compensation plans maintained
by the Company, Mr. Haveman is the owner of 2,022 shares of the
Company's Common Stock, holds options to acquire 15,466 shares of
such stock, and holds 8,956 shares of such stock that are subject
to restrictions on transferability and possible forfeiture. He
is not eligible to participate in the 1996 Director Performance
Incentive Plan.
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The consolidated financial statements and financial
statement schedules of the Company for each of the years in the
three-year period ended December 31, 1995 have been incorporated
by reference in this registration statement in reliance upon the
reports of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. To
the extent that KPMG Peat Marwick LLP examines and reports on
financial statements of the Company issued at future dates, and
consents to the use of their reports thereon, such financial
statements also will be incorporated by reference in this
registration statement in reliance upon their reports and said
authority.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware ("DGCL") grants each corporation organized thereunder,
such as the Company, the power to indemnify its directors and
officers against liability for certain of their acts. Section
102(b)(7) of the DGCL permits a provision in the certificate of
incorporation of each corporation organized thereunder
eliminating or limiting, with certain exceptions, the personal
liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director.
The Company's certificate of incorporation contains such a
provision. The foregoing statements are subject to the detailed
provisions of Sections 145 and 102(b)(7) of the DGCL.
Article VI of the Company's Bylaws provides that the Company
shall indemnify its officers, directors and employees to the
fullest extent permitted by the DGCL in connection with
proceedings with which any such person is involved by virtue of
his or her status as an officer, director or employee. The
Company has also by contract agreed to indemnify its directors
against damages, judgments, settlements and costs arising out of
any actions against the directors brought by reason of the fact
that they are or were directors. The Company maintains
directors' and officers' liability insurance, including a
reimbursement policy in favor of the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following is a complete list of Exhibits filed or
incorporated by reference as part of this registration statement:
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Exhibit Description
4.1 Restated Certificate of Incorporation of Ceridian
Corporation (incorporated by reference to Exhibit 4.01
to the Company's Registration Statement on Form S-8
(File No. 33-54379))
4.2 Bylaws of Ceridian Corporation, as amended
(incorporated by reference to Exhibit 3.01 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993 (File No. 1-1969))
5.1 Opinion and Consent of John A. Haveman
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of John A. Haveman (included in Exhibit 5.1)
24.1 Power of Attorney (included on page 5 of this
Registration Statement)
99.1 Ceridian Corporation 1996 Director Performance
Incentive Plan
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(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 registration statement is on Form S-3 or Form S-
8 and 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 Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the City of Minneapolis, State of Minnesota, on May 14, 1996.
CERIDIAN CORPORATION
By: /s/John A. Haveman
Vice President and Secretary
POWER OF ATTORNEY
We, the undersigned officers and directors of Ceridian
Corporation, hereby severally constitute John R. Eickhoff and
John A. Haveman, and either of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to
sign for us and in our name in the capacities indicated below any
and all amendments to this Registration Statement on Form S-8
filed by Ceridian Corporation with the Securities and Exchange
Commission, and generally to do all such things in our name and
behalf in such capacities as may be necessary to enable Ceridian
Corporation to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Securities and
Exchange Commission, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys, or either
of them, to any and all such amendments.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed as of May 14, 1996 by
the following persons in the capacities indicated.
/s/Lawrence Perlman /s/Ruth M. Davis
Lawrence Perlman Ruth M. Davis, Director
Chairman, President and
Chief Executive Officer /s/Allen W. Dawson
(Principal Executive Allen W. Dawson, Director
Officer and Director)
/s/Ronald James
Ronald James, Director
/s/J. R. Eickhoff
J. R. Eickhoff /s/Richard G. Lareau
Executive Vice President Richard G. Lareau, Director
and Chief Financial
Officer (Principal /s/George R. Lewis
Financial Officer) George R. Lewis, Director
/s/Charles Marshall
/s/Loren D. Gross Charles Marshall, Director
Loren D. Gross
Vice President and Corporate /s/Carole J. Uhrich
Controller (Principal Carole J. Uhrich, Director
Accounting Officer)
/s/Richard W. Vieser
Richard W. Vieser, Director
/s/Paul S. Walsh
Paul S. Walsh, Director
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EXHIBIT INDEX
Exhibit Description Code
4.1 Restated Certificate of Incorporation of IBR
Ceridian Corporation
4.2 Bylaws of Ceridian Corporation, as amended IBR
5.1 Opinion and Consent of John A. Haveman E
23.1 Consent of KPMG Peat Marwick LLP E
23.2 Consent of John A. Haveman
(included in Exhibit 5.1)
24.1 Power of Attorney (included on page 5
of the Registration Statement)
99.1 Ceridian Corporation 1996 Director
Performance Incentive Plan E
Legend: E Electronic Filing
IBR Incorporated by Reference
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EXHIBIT 5.1
May 14, 1996
Ceridian Corporation
8100 34th Avenue South
Minneapolis, MN 55425
Ceridian Corporation
Re:
Registration Statement on Form S-8
Dear Sir or Madam:
I have acted as counsel to Ceridian Corporation, a Delaware
corporation (the "Company") in connection with the registration
by the Company of 125,000 shares of the Company's Common Stock,
$0.50 par value (the "Shares"), pursuant to the Company's
registration statement on Form S-8 which refers to the Company's
1996 Director Performance Incentive Plan and which is to be filed
with the Securities and Exchange Commission on May 14, 1996 (the
"Registration Statement").
In this connection, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of
corporate records of the Company and such other documents that I
have considered necessary as a basis for the opinions expressed
herein, In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me
as originals and the conformity with originals of all documents
submitted to me as copies. As to all questions of fact material
to such opinions, I have, when relevant facts were not
independently established by me, relied upon statements of the
Company and its officers and of public officials.
Based on the foregoing, I advise you that in my opinion:
1. The Company has been duly incorporated and is validly
existing under the laws of the State of Delaware.
2. The Company has corporate authority to issue the Shares
in the manner and under the terms set forth in the Registration
Statement.
3. The Shares have been duly authorized and, when issued
in accordance with the Plan referred to in the Registration
Statement, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit
5.1 to the Registration Statement and to its use as part of the
Registration Statement.
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Very truly yours,
/s/John A. Haveman
Vice President, Secretary, and
Associate General Counsel
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ceridian Corporation:
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm in Part II, Item 5 of
this Registration Statement.
/s/KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 14, 1996
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EXHIBIT 99.1
CERIDIAN CORPORATION
1996 DIRECTOR PERFORMANCE INCENTIVE PLAN
1. Purpose of Plan.
The purpose of the Ceridian Corporation 1996 Director
Performance Incentive Plan (the "Plan") is to advance the
interests of Ceridian Corporation (the "Company") and its
stockholders by enabling the Company to attract and retain the
services of experienced and knowledgeable non-employee directors,
to increase the proprietary interests of such non-employee
directors in the Company's long-term success and their
identification with the interests of the Company's stockholders,
and to serve as the source of transitional awards of Common Stock
(as defined below) in connection with the termination of the
Company's Directors Deferred Compensation Plan (the "Directors'
Retirement Plan"), a retirement plan for non-employee directors.
2. Definitions.
The following terms will have the meanings set forth below,
unless the context clearly otherwise requires:
2.1 "Award" means an Option, Restricted Stock Award or
Share Award granted to an Eligible Director pursuant to the Plan.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Broker Exercise Notice" means a written notice
pursuant to which an Eligible Director, upon exercise of an
Option, irrevocably instructs a broker or dealer to sell a
sufficient number of shares or loan a sufficient amount of money
to pay all or a portion of the exercise price of the Option
and/or any related withholding tax obligations and remit such
sums to the Company and directs the Company to deliver stock
certificates to be issued upon such exercise directly to such
broker or dealer.
2.4 "Code" means the Internal Revenue Code of 1986, as
amended.
2.5 "Committee" means the group of individuals
administering the Plan, as provided in Section 3 of the Plan.
2.6 "Common Stock" means the common stock of the Company,
par value $0.50 per share, or the number and kind of shares of
stock or other securities into which such Common Stock may be
changed in accordance with Section 4.3 of the Plan.
2.7 "Disability" means the disability of an Eligible
Director such as would entitle the Eligible Director to receive
disability income benefits pursuant to the long-term disability
plan of the Company then covering the Eligible Director or, if no
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such plan exists or is applicable to the Eligible Director, the
permanent and total disability of the Eligible Director within
the meaning of Section 22(e)(3) of the Code.
2.8 "Eligible Directors" means all directors of the Company
who are not employees of the Company or any subsidiary of the
Company.
2.9 "Exchange Act" means the Securities Exchange Act of
1934, as amended.
2.10 "Fair Market Value" means, with respect to the Common
Stock, as of any date (or, if no shares were traded or quoted on
such date, as of the next preceding date on which there was such
a trade or quote), the closing market price per share of the
Common Stock as reported on the New York Stock Exchange Composite
Tape on that date.
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2.11 "Option" means a right to purchase 1,500 shares of
Common Stock (subject to adjustment as provided in Section 4.3 of
the Plan) granted to an Eligible Director pursuant to Section 6
of the Plan that does not qualify as an "incentive stock option"
within the meaning of Section 422 of the Code.
2.12 "Restricted Shares" means shares of Common Stock that
are the subject of a Restricted Stock Award, and therefore
subject to the restrictions on transferability and the risk of
forfeiture imposed by the provisions of Sections 5 and 8 of the
Plan.
2.13 "Restricted Stock Award" means an award of Restricted
Shares to an Eligible Director pursuant to Section 5 of the Plan.
2.14 "Securities Act" means the Securities Act of 1933, as
amended.
2.15 "Share Award" means an award of shares of Common
Stock granted to an Eligible Director pursuant to Section 7 of
the Plan.
3. Plan Administration.
The Plan will be administered by the Nominating and Board
Governance Committee of the Board, or any successor committee
thereto (the "Committee"). All questions of interpretation of
the Plan will be determined by the Committee, each determination,
interpretation or other action made or taken by the Committee
pursuant to the provisions of the Plan will be conclusive and
binding for all purposes and on all persons, and no member of the
Committee will be liable for any action or determination made in
good faith with respect to the Plan or any Award granted under
the Plan. The Committee, however, will have no power to
determine the eligibility for participation in the Plan, the
number of shares of Common Stock to be subject to Awards, or the
timing, pricing or other terms and conditions of the Awards.
4. Shares Available for Issuance.
4.1 Maximum Number of Shares Available. Subject to
adjustment as provided in Section 4.3 of the Plan, the maximum
number of shares of Common Stock that will be available for
issuance under the Plan will be 125,000 shares. The shares
available for issuance under the Plan may, at the election of the
Committee, be either treasury shares or shares authorized but
unissued, and, if treasury shares are used, all references in the
Plan to the issuance of shares will, for corporate law purposes,
be deemed to mean the transfer of shares from treasury.
4.2 Accounting for Awards. Shares of Common Stock that are
issued under the Plan or that are subject to outstanding Awards
will be applied to reduce the maximum number of shares of Common
Stock remaining available for issuance under the Plan. Any
shares of Common Stock that are subject to an Award that lapses,
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expires, or for any reason is terminated unexercised will
automatically again become available for issuance under the Plan.
4.3 Adjustments to Shares and Awards. In the event of any
reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off) or any other change
in the corporate structure or shares of the Company, the
Committee (or, if the Company is not the surviving corporation in
any such transaction, the board of directors of the surviving
corporation) will make appropriate adjustment (which
determination will be conclusive) as to the number and kind of
securities available for issuance under the Plan and, in order to
prevent dilution or enlargement of the rights of Eligible
Directors, the number, kind and, where applicable, exercise price
of securities subject to outstanding Incentive Awards.
5. Restricted Stock Awards.
5.1 Grants to New Directors. At such time on or after the
effective date of this Plan as additional Eligible Directors are
first elected or appointed to the Board to fill new directorships
or to fill vacancies, each such Eligible Director will receive,
on a one-time basis on the date of his or her first election or
appointment to the Board, a Restricted Stock Award. The number
of Restricted Shares to be awarded to each such Eligible Director
pursuant to such Restricted Stock Award shall be determined by
first multiplying the dollar value of the then current annual
retainer paid to Eligible Directors by four, then dividing that
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result by the average closing price of a share of Common Stock on
the New York Stock Exchange for the ten trading days immediately
prior to the date of such Eligible Director's first election or
appointment to the Board, and then rounding the result to the
nearest 100 shares.
5.2 Transitional Grants to Existing Directors. A
Restricted Stock Award will be granted, on a one-time basis as of
the date the Plan is approved by the Company's stockholders, to
each Eligible Director as of such date who has not yet completed
48 calendar quarters of service on the Board and who has
consented to the termination of the Directors' Retirement Plan.
The number of Restricted Shares to be awarded to each such
Eligible Director pursuant to such Restricted Stock Award shall
be determined by multiplying the number of Restricted Shares that
would be awarded pursuant to Section 5.1 to a new director who
was first elected to the Board on May 8, 1996 by a fraction, the
denominator of which is 48 and the numerator of which is the
number of whole and partial calendar quarters from July 1, 1996
through the earlier of (i) the twelfth anniversary of such
director's initial election or appointment to the Board, or (ii)
the date of the first annual meeting of the Company's
stockholders occurring after the director reaches the age of 70.
5.3 Restrictions. Restricted Shares issued to an Eligible
Director may not be sold, assigned or otherwise transferred, or
subjected to any lien, either voluntarily or involuntarily, by
operation of law or otherwise, until such time and only to the
extent that such restrictions on transferability have lapsed as
provided in this Section 5.3 or in Section 8. For purposes of
this Plan, the lapsing of such transferability restrictions is
referred to as "vesting," and Restricted Shares that are no
longer subject to such transferability restrictions are referred
to as "vested." Except as provided in Section 8, Restricted
Shares will vest during the period of an Eligible Director's
service on the Board as follows:
(a) With respect to a Restricted Stock Award made
pursuant to Section 5.1, 20% of the total number of Restricted
Shares subject to such Award will vest on each of the first five
anniversary dates of the date such Restricted Stock Award was
first granted.
(b) With respect to a Restricted Stock Award made
pursuant to Section 5.2, a fraction of the total number of
Restricted Shares subject to such Award will vest on each
anniversary date of the date such Restricted Stock Award was
first granted, the numerator of such fraction being 4 and the
denominator being the number of whole and partial calendar
quarters from July 1, 1996 through the earliest of (i) the
twelfth anniversary of such director's initial election or
appointment to the Board, (ii) the date of the first annual
meeting of the Company's stockholders occurring after the
director reaches the age of 70, or (iii) June 30, 2001.
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5.4 Dividends and Distributions. Unless the Committee
determines otherwise in its sole discretion (either in the
agreement evidencing the Restricted Stock Award at the time of
grant or at any time after the grant of the Restricted Stock
Award), any dividends or distributions (including regular
quarterly cash dividends) paid with respect to Restricted Shares
will be currently paid to the Eligible Director and will not be
subject to the same restrictions as the Restricted Shares to
which such dividends or distributions relate. In the event the
Committee determines not to pay such dividends or distributions
currently, the Committee will determine in its sole discretion
whether any interest will be paid on such dividends or
distributions.
5.5 Rights as a Stockholder. Except as provided in this
5 and in Sect
Section ion 8, an Eligible Director will have all
voting, dividend and other rights with respect to Restricted
Shares issued to the Eligible Director upon the Eligible Director
becoming the holder of record of such Restricted Shares as if
such Eligible Director were a holder of record of shares of
unrestricted Common Stock.
5.6 Enforcement of Restrictions. To enforce the
restrictions referred to in this Section 5, the Committee will
place a legend on the stock certificates referring to such
restrictions and will require Eligible Directors, until the
Restricted Shares vest, to keep the stock certificates, together
with duly endorsed stock powers, in the custody of the Company or
its transfer agent or to maintain evidence of stock ownership,
together with duly endorsed stock powers if required, in a
certificateless book-entry stock account with the Company's
transfer agent for its Common Stock.
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6. Options.
6.1 Grant. Each Eligible Director will be granted on an
annual basis, at such time as the Eligible Director is elected or
re-elected to the Board by the stockholders of the Company, an
Option. Such Option will be granted only upon such election or
re-election of the Eligible Director, and no Option will be
granted if the Eligible Director is not so elected or re-elected.
6.2 Exercise Price. The per share price to be paid by an
Eligible Director upon exercise of an Option will be 100% of the
Fair Market Value of one share of Common Stock on the date of
grant. The total purchase price of the shares to be purchased
upon exercise of an Option will be paid entirely in cash
(including check, bank draft or money order), or such payment may
be made, in whole or in part, by tender of a Broker Exercise
Notice.
6.3 Exercisability and Duration. Other than as provided in
Section 8 of the Plan, each Option will become exercisable in
full six months following its date of grant and will expire and
will no longer be exercisable 10 years from its date of grant.
6.4 Manner of Exercise. An Option may be exercised by an
Eligible Director in whole or in part from time to time, subject
to the conditions contained in the Plan and in the agreement
evidencing such Option, by delivery in person, by facsimile or
electronic transmission or through the mail of written notice of
exercise to the Company, Attention: Corporate Treasury, at its
principal executive office in Bloomington, Minnesota and by
paying in full the total exercise price for the shares of Common
Stock to be purchased in accordance with Section 6.2 of the Plan.
6.5 Rights as a Stockholder. As a holder of Options, an
Eligible Director will have no rights as a stockholder unless and
until such Options are exercised for shares of Common Stock and
the Eligible Director becomes the holder of record of such
shares. No adjustment will be made for dividends or
distributions with respect to Options as to which there is a
record date preceding the date the Eligible Director becomes the
holder of record of such shares.
7. Share Awards. A Share Award will be granted, on a one-time
basis as of the date the Plan is approved by the Company's
stockholders, to each Eligible Director as of such date who has
consented to the termination of the Directors' Retirement Plan
and agreed to relinquish his or her accrued benefits thereunder.
The number of shares of Common Stock to be awarded to each such
Eligible Director pursuant to such Share Award shall be
determined by dividing the present value, using an 8% discount
rate, of such Eligible Director's accrued benefits (without
regard to the satisfaction of the length of service eligibility
requirement in Article III of the Directors' Retirement Plan)
under the Directors' Retirement Plan (assuming commencement of
such benefits immediately upon termination of the Directors'
Retirement Plan) by the average closing price of a share of
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Common Stock on the New York Stock Exchange for the ten trading
days immediately prior to May 8, 1996, rounded to the nearest
whole share. Shares subject to a Share Award will not be subject
to any contractual restrictions on transferability or to any
contractual risk of forfeiture.
8. Effect of Termination of Service as Director.
8.1 Termination Due to Death or Disability. If an Eligible
Director's service as a director of the Company is terminated by
reason of death or Disability, all outstanding Options then held
by the Eligible Director will become immediately exercisable in
full and will remain exercisable for the remainder of their
terms, and all Restricted Shares then held by such Eligible
Director shall immediately and fully vest.
8.2 Voluntary Termination. If an Eligible Director
voluntarily resigns from the Board (which does not include the
submission of an offer not to stand for re-election as a director
in accordance with Company policies), the Eligible Director shall
forfeit all Restricted Shares not yet vested, and outstanding
Options then held by the Eligible Director will remain
exercisable for a period of three months after such termination
(but in no event after the expiration date of any such Option)
only to the extent they were exercisable as of such termination.
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8.3 Termination for Other Reasons. If an Eligible
Director's service as a director of the Company terminates for
any reason other than those specified in Sections 8.1 and 8.2,
the portion of such Eligible Director's Restricted Shares that
were scheduled to vest on the next vesting date following the
date of such termination shall immediately vest, but all
remaining unvested Restricted Shares shall be forfeited, and
outstanding Options then held by the Eligible Director will
remain exercisable until the expiration date of each such Option
only to the extent such Options were exercisable as of such
termination.
8.4 Date of Termination of Service as a Director. An
Eligible Director's service as a director of the Company will,
for purposes of the Plan, be deemed to have terminated on the
date recorded on the personnel or other records of the Company,
as determined by the Committee based upon such records.
9. Rights of Eligible Directors; Transferability of Interests.
9.1 Service as a Director. Nothing in the Plan will
interfere with or limit in any way the right of the Board or the
stockholders of the Company to terminate an Eligible Director,
and neither the Plan, nor the granting of an Award nor any other
action taken pursuant to the Plan, will constitute or be evidence
of any agreement or understanding, express or implied, that the
Board or the stockholders of the Company will retain an Eligible
Director for any period of time or at any particular rate of
compensation.
9.2 Restrictions on Transfer of Interests. Except pursuant
to testamentary will or the laws of descent and distribution or
as otherwise expressly permitted by the Plan, no right or
interest of any Eligible Director in an Award prior to the
exercise of Options or the vesting of Restricted Shares will be
assignable or transferable, or subjected to any lien, during the
lifetime of the Eligible Director, either voluntarily or
involuntarily, by operation of law or otherwise. An Eligible
Director will, however, be entitled to designate a beneficiary to
receive an Award upon such Eligible Director's death, and in the
event of an Eligible Director's death, payment of any amounts due
under the Plan will be made to, and exercise of any Options (to
the extent permitted pursuant to Section 6 of the Plan) may be
made by, the Eligible Director's legal representatives, heirs and
legatees.
9.3 Non-Exclusivity of the Plan. Nothing contained in the
Plan is intended to create any limitations on the power or
authority of the Board to adopt such additional or other
compensation arrangements for non-employee directors as the Board
may deem necessary or desirable.
10. Securities Law and Other Restrictions.
Notwithstanding any other provision of the Plan or any
agreements entered into pursuant to the Plan, the Company will
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not be required to issue any shares of Common Stock under this
Plan, and an Eligible Director may not sell, assign, transfer or
otherwise dispose of shares of Common Stock issued pursuant to
Awards granted under the Plan, unless (a) there is in effect with
respect to such shares a registration statement under the
Securities Act and any applicable state securities laws or an
exemption from such registration under the Securities Act and
applicable state securities laws, and (b) there has been obtained
any other consent, approval or permit from any other regulatory
body which the Committee, in its sole discretion, deems necessary
or advisable. The Company may condition such issuance, sale or
transfer upon the receipt of any representations or agreements
from the parties involved, and the placement of any legends on
certificates representing shares of Common Stock, as may be
deemed necessary or advisable by the Company in order to comply
with such securities law or other restrictions.
11. Plan Amendment, Modification and Termination.
The Board may suspend or terminate the Plan or any portion
thereof at any time, and may amend the Plan from time to time in
such respects as the Board may deem advisable in order that
Awards under the Plan will conform to any change in applicable
laws or regulations or in any other respect the Board may deem to
be in the best interests of the Company; provided, however, that
no amendments to the Plan will be effective without approval
(a) of the stockholders of the Company if stockholder approval of the
amendment is then required pursuant to Rule 16b-3 under the
Exchange Act or the rules of the New York Stock Exchange, and
(b) to the extent prohibited by Rule 16b-3 of the Exchange Act,
the Plan may not be amended more than once every six months. No
termination, suspension or amendment of the Plan may adversely
affect any outstanding Award without the consent of the affected
Eligible Director; provided, however, that this sentence will not
impair the right of the Committee to take whatever action it
deems appropriate under Section 4.3 of the Plan.
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12. Effective Date and Duration of the Plan.
The Plan will be effective as of May 8, 1996, the date it is
to be approved by the Company's stockholders. The Plan will
terminate at midnight on May 31, 2001, and may be terminated
prior thereto by Board action, and no Award will be granted after
such termination. Awards outstanding upon termination of the Plan
may continue to be exercised or to vest in accordance with their
terms.
13. Miscellaneous.
13.1 Governing Law. The validity, construction,
interpretation, administration and effect of the Plan and any
rules, regulations and actions relating to the Plan will be
governed by and construed exclusively in accordance with the laws
of the State of Minnesota.
13.2 Successors and Assigns. The Plan will be binding upon
and inure to the benefit of the successors and permitted assigns
of the Company and the Eligible Directors.
