<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1997
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
THE BOEING COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 91-0425694
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
7755 EAST MARGINAL WAY SOUTH
SEATTLE, WASHINGTON 99108
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (ZIP CODE))
THE BOEING COMPANY
DEFERRED COMPENSATION PLAN FOR EMPLOYEES
(FULL TITLE OF THE PLAN)
--------------------------
HEATHER HOWARD
CORPORATE SECRETARY AND CORPORATE COUNSEL
THE BOEING COMPANY
7755 EAST MARGINAL WAY SOUTH
SEATTLE, WASHINGTON 98108
(206) 655-7531
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
SERVICE)
----------------------
COPY TO:
J. SUE MORGAN
PERKINS COIE
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
(206) 583-8447
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation $150,000,000 100% $150,000,000 $45,454.55
Obligations (1)
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1)The Deferred Compensation Obligations are unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance with the
terms of the Boeing Company Deferred Compensation Plan for Employees for a
select group of eligible employees.
(2)Estimated solely for the purpose of determining the registration fee.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed with the Securities and Exchange Commission (the
"Commission"), on March 10, 1997, which contains audited consolidated financial
statements for the most recent fiscal year for which such statements have been
filed;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report on Form
10-K referred to in (a) above; and
(c) The Registrant's Registration Statement on Form 10 (Registration
No. 1-422) with respect to the Registrant's common stock and filed with the
Commission on April 20, 1935, under Section 12(g) of the Exchange Act, including
any amendments or reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The opinion of counsel as to the legality of the securities that may be
issued under the Registrant's Deferred Compensation Plan for Employees (the
"Plan") is given by Heather Howard, Corporate Secretary and Corporate Counsel
for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation in a derivative action), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action, had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions, and the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation's charter, by-laws, disinterested director vote,
stockholder vote, agreement or otherwise.
Article VII, Section 4 of the Registrant's By-Laws provides for
indemnification of the Registrant's directors and officers to the full extent
permitted under Delaware law.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.
<PAGE> 3
Article Twelfth of the Registrant's Restated Certificate of Incorporation
provides that, to the full extent that Delaware law permits the limitation or
elimination of the liability of directors, a director of the Registrant will not
be liable to the Registrant or its stockholders for monetary damages for breach
of fiduciary duty as a director.
Officers and directors of the Registrant are covered by insurance that,
with certain exceptions and within certain limitations, indemnifies them against
losses and liabilities arising from any alleged "wrongful act," including any
alleged error or misstatement, misleading statement, wrongful act or omission,
neglect or breach of duty, in their capacities as such.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- --------------- -----------------------------------------------------------
<S> <C>
5.1 Opinion of counsel
15.1 Letter re unaudited interim financial information
23.1 Consent of Deloitte & Touche LLP (see page II-6)
23.2 Consent of counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1 The Boeing Company Deferred Compensation Plan for
Employees
</TABLE>
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(b) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) that, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
II-2
<PAGE> 4
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 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 this 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
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 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.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Seattle, State of Washington, on July 29, 1997.
THE BOEING COMPANY
By: /s/ Philip M. Condit
-----------------------------------------------
Philip M. Condit
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Philip
M. Condit, Theodore J. Collins and B.E. Givan, or any of them, his or her
attorneys-in-fact, with the power of substitution, for him or her in any and all
capacities, to sign any amendments to this Registration Statement, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on July 29, 1997.
SIGNATURE TITLE
/s/ Philip M. Condit Chairman of the Board and Chief
- ------------------------------------- Executive Officer
Philip M. Condit (Principal Executive Officer)
/s/ B.E. Givan Senior Vice President and Chief
- ------------------------------------- Financial Officer
B.E. Givan (Principal Financial Officer)
/s/ Gary W. Beil Vice President and Controller
- ------------------------------------- (Principal Accounting Officer)
Gary W. Beil
/s/ John E. Bryson Director
- -------------------------------------
John E. Bryson
/s/ John B. Fery Director
- -------------------------------------
John B. Fery
Director
- -------------------------------------
Paul E. Gray
Director
- -------------------------------------
Harold J. Haynes
Director
- -------------------------------------
Donald E. Petersen
/s/ Charles M. Pigott Director
- -------------------------------------
Charles M. Pigott
/s/ Rozanne L. Ridgway Director
- -------------------------------------
Rozanne L. Ridgway
II-4
<PAGE> 6
Director
- -------------------------------------
Frank A. Shrontz
/s/ George H. Weyerhaeuser Director
- -------------------------------------
George H. Weyerhaeuser
II-5
<PAGE> 7
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Boeing Company on Form S-8 of our reports dated January 23, 1997, appearing
in and incorporated by reference in the Annual Report on Form 10-K of The Boeing
Company and subsidiaries for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
- -------------------------------------
DELOITTE & TOUCHE LLP
Seattle, Washington
July 30, 1997
II-6
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- --------------- -----------------------------------------------------------
<S> <C>
5.1 Opinion of counsel
15.1 Letter re unaudited interim financial information
23.1 Consent of Deloitte & Touche LLP (see page II-6)
23.2 Consent of counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1 The Boeing Company Deferred Compensation Plan for Employees
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Letterhead of The Boeing Company]
July 30, 1997
The Boeing Company
7755 East Marginal Way South
Seattle, Washington 98108
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen and Ladies:
As Corporate Counsel of The Boeing Company (the "Company"), I have acted
as counsel in connection with the Registration Statement on Form S-8 which is
being filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, for the purpose of registering $150,000,000 of deferred
compensation obligations (the "Obligations") which will represent unsecured
obligations of the Company to pay deferred compensation in the future in
accordance with the terms of The Boeing Company Deferred Compensation Plan for
Employees.
I have examined the Registration Statement and a copy of the Restated
Certificate of Incorporation of the Company and any amendments thereto to date,
a copy of the By-Laws of the Company as amended to date, and such resolutions of
the Board of Directors of the Company and other documentation as I have deemed
necessary for the purpose of this opinion.
Based upon and subject to the foregoing, I am of the opinion that, when
issued by the Company in accordance with the provisions of the Plan, the
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms, subject, as to enforcement, (i) to bankruptcy,
insolvency and other laws of general applicability relating to or affecting
enforcement of creditors' rights and (ii) to general principles of equity.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Interests
of Named Experts and Counsel" in the Registration Statement.
Cordially,
/s/ Heather Howard
-----------------------------------------
Heather Howard
Corporate Secretary and Corporate Counsel
<PAGE> 1
EXHIBIT 15.1
[Letterhead of Deloitte & Touche LLP]
July 30, 1997
The Boeing Company
Seattle, Washington
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of The Boeing Company and subsidiaries for the periods ended March
31, 1997 and 1996, as indicated in our report dated May 13, 1997; because we did
not perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, is being
incorporated by reference in this Registration Statement.
We are also aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
<PAGE> 1
EXHIBIT 99.1
DEFERRED COMPENSATION PLAN FOR
EMPLOYEES OF THE BOEING COMPANY
1. Purpose. The purpose of the Deferred Compensation Plan for Employees of
The Boeing Company (the "Plan") is to provide a means by which eligible
employees may defer payment of base salaries and of awards made under the
Company's Incentive Compensation Plan (the "ICP").
2. Eligibility. Any Executive Payroll employee, including those employed
by an affiliate or subsidiary of the Company which, pursuant to the
provisions prescribed therein, has adopted The Boeing Company Employee
Retirement Plan, the Voluntary Investment Plan and the Employee Financial
Security Plan, shall be eligible to participate in this Plan; provided,
that the Committee shall designate those Executive Payroll employees who
are eligible to elect salary deferrals hereunder.
3. Elections. An eligible employee may elect deferrals, by executing
and delivering to the Company a notice which shall state:
in the case of salary deferrals, the percentage of the
Participant's base salary (but not more than 50% thereof) to be
deferred in each regular pay period, and
in the case of deferrals of ICP cash awards, the percentage of
the award to be deferred (which shall be all or any portion
thereof), and
in the case of ICP awards other than in cash, an election to
defer such award (such election to apply to all of any non-cash
award), and
with respect to any of the above elections, the method for
crediting investment earnings on deferred amounts.
A notice of election will remain in effect until changed by a
subsequent notice to the Company increasing or decreasing the percentage
of future salary or ICP cash awards to be deferred, terminating an
election to defer non-cash ICP awards, or changing the method for
crediting investment earnings on future deferrals. Any election or change
in election must be made by December 1 to be effective for a salary
deferral for the following year, or for any cash or non-cash award made
under the ICP in the following year, or for changing the earnings credit
method for deferrals made in the following year.
<PAGE> 2
A Participant may request that the Committee approve cancellation of
a salary deferral election during the year for which such deferral was
elected. No such request shall be approved except upon a showing of
substantial hardship not capable of being alleviated through the use of
other resources reasonably available to the Participant. If approved, such
cancellation shall have prospective effect only, from the date of such
approval.
If a Participant terminates participation in this Plan, all amounts
accumulated in the Participant's account prior to termination will
continue to be held subject to the Plan.
For purposes of the Plan, a "Participant" means an employee or
former employee having an account under the Plan.
4. Earnings Credits on Deferred Amounts. All amounts deferred under the
Plan shall be credited to the Participant's Plan account at the time an
award is made.
Each account shall be credited with earnings thereon, under the Interest
Credit method or the Stock Unit method, at the election of the
Participant, such election to be irrevocable once made. In the absence of
an election, the Interest Credit method shall be used.
Interest Credit Method. A Participant's account shall be credited
monthly with interest on all amounts in that account during the preceding
month.
Interest will be computed during each calendar year at the mean between
the high and the low during the first eleven months of the preceding year
of yields on Aa-rated industrial Bonds as reported by Moody's Investors
Service, Inc., rounded to the nearest 1/4th of one percent. The Company
will notify Participants annually of the established interest rate.
Stock Unit Method. At the time an award is made, the Participant's
Stock Unit account shall be credited with the number of shares of the
Company's common stock that could be purchased with the award, based on
the Fair Market Value of such stock on the day of the award (or on the
next business day on which the New York Stock Exchange (the "Exchange") is
open, if the Exchange is closed on the day of the award) excluding
commissions, taxes, and other charges; and such number (carried to two
decimal places) shall be recorded as stock units in the Participant's
account, for bookkeeping purposes only. For purposes of the Plan, "Fair
Market Value" equals the mean of the high and low per share trading prices
for the common stock of the Company as reported in The Wall Street Journal
for the "New York Stock Exchange - Composite Transactions" for a single
trading day. The number of stock units in an account shall be
appropriately adjusted to
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<PAGE> 3
reflect stock splits, stock dividends, and other like adjustments in the
Company's common stock.
Each Participant's Stock Unit account periodically shall be credited with
the number of shares of the Company's common stock that could be
purchased, as set forth in the preceding paragraph, by an amount equal to
the cash dividends that would be payable on the number of shares of the
Company's common stock that equals the number of stock units in a
Participant's Stock Unit account. The Company will notify Participants
annually of the number of stock units, and the dividend equivalents,
credited to their Stock Unit account.
The Committee may authorize an irrevocable one-time election by
Participants, to elect the Stock Unit method for Plan balances as of
December 31, 1993.
5. Payment. The timing and manner of distribution of amounts held under
the Plan shall be determined by the Committee in its sole discretion, but
distributions shall commence no later than the January 15, or such later
date as may be otherwise determined by the Committee, immediately
following the year in which the Participant reaches age 70-1/2. For
Participants subject to Section 16 of the Securities Exchange Act of 1934
and the rules and regulations thereunder ("Section 16"), distributions
shall commence no earlier than as set forth in this section. A Participant
may submit an election to the Committee, stating the number of years over
which the Participant requests that payment be made (which shall be
between 1 and 15 years), the initial year of payment, and the payment
option (in the case of payments to be made over 2 or more years). The
election shall be submitted to the Committee by not later than December 1
of the year following the year of termination of the Participant's
employment by the Company. Distribution shall be made in accordance with
the election unless the Committee determines that the distribution should
be made at some different time or in some different manner.
The payment options (in the case of payments to be made over 2 or more
years) shall be as follows:
Approximate Equal Option. The amount payable to the
Participant each year shall be computed by the Company so that the
aggregate amount of cash or stock in a Participant's account under
the Plan shall be distributed in approximately equal installments in
each year for which deferred compensation payments are to be made;
or
Fractional Option. The amount payable to the Participant
each year shall be computed by multiplying a fraction, the numerator
of which is one and the denominator of which is the number of years
remaining in the distribution period, by the balance in the account
on January 1 of such year.
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<PAGE> 4
Under either option, the Participant's account shall be debited at the
time of payment.
An approved payment period and payment option shall be applicable to the
Participant's total aggregate deferred compensation accounts under the
Plan, including any accounts previously maintained that have been combined
into an amount under this Plan. Participants who have filed elections
prior to January l, 1993, may by December 1, 1993, revise such elections
(subject to Committee approval) to reflect the payment periods and payment
options permitted by the foregoing provisions, or may cancel such
elections and defer making an election until such time as is permitted by
the foregoing provisions.
Distributions from a Participant's Stock Unit account shall be paid in
cash. Following a Participant's termination of employment (or for
Participants subject to Section 16, following the period the Participant
is so subject and for six months thereafter), distributions may be made in
stock at the written election of the Participant. The cash distribution
shall equal the cash value, on the date as of which the distribution is
calculated (which shall be the first business day in January unless some
other date is prescribed by the Committee), of the number of whole shares
of Company common stock then distributable to such Participant, based on
the Fair Market Value of such stock on that date, or the next day on which
the Exchange is open, if the Exchange is closed on the date the
distribution is calculated. Any distribution in stock shall be in whole
shares of the Company's common stock equal in number to the whole number
of stock units credited to the Participant's account under the Stock Unit
method. No fractional shares shall be distributed and any account balance
remaining after a stock distribution shall be paid in cash.
Except as provided below with respect to the Stock Unit accounts of
Participants subject to Section 16, a Participant may request that amounts
credited to his account under the Plan be distributed prior to the
termination of his employment with the Company, or that an approved method
of payment of his Plan account be changed. Any such request shall set
forth the reason therefor, and is subject to approval by the Committee in
its sole and absolute discretion. Any request for a distribution prior to
termination of employment must be submitted to the Committee by no later
than December l of the year prior to the year in which the distribution is
requested to be made. No request for distribution prior to termination of
employment will be approved if the Participant also has elected to defer
any portion of an award under the Company's Incentive Compensation Plan to
be made in the calendar year in which the requested distribution is to be
made. A Participant may request that any or all amounts accumulated under
this Plan be distributed except for any amounts, and any interest or
dividends credited thereon, which were deferred in the calendar year in
which the request for distribution is
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<PAGE> 5
submitted. To the extent required for exemption under Section 16,
distributions prior to termination of employment shall not be permitted
under this Plan from amounts deferred to a Stock Unit account by a
Participant who is subject to Section 16, except in the case of the
Participant's disability. Disability, for these purposes, shall mean a
condition entitling the Participant to Disability Retirement under the
Company's Retirement Plan. For Participants subject to Section 16, no
change to the timing of or payment option for payments from a Stock Unit
account shall be considered or allowed during the period the Participant
is subject to Section 16 and for any required Section 16 reporting period
thereafter.
The Committee may establish guidelines for its own use and the use of its
delegates in considering any such request or any other request or election
under the Plan, but such guidelines shall not in any way limit the
Committee's discretion in acting upon a request or election, or in
determining the timing and manner of any distributions to be made under
the Plan.
Distributions under the Plan shall be subject to withholding for taxes and
other charges, as required by law, and the Company shall deduct from any
such distribution any amounts owed by the Participant to the Company. For
those distributions in stock, required withholding will be taken from the
common stock which would have been received.
6. Beneficiaries. A Participant may designate one or more beneficiaries to
receive distributions from the Plan, upon the death of the Participant. If
no beneficiary has been designated, all such amounts shall be paid to the
personal representative of the Participant. Except as provided in the
following paragraph, the death of a Participant shall not affect the
timing or manner of distributions from the Participant's account.
A Participant may elect that one or more fixed payments be made from his
account under the Plan, to his personal representative or designated
beneficiary, following his death. Such payments, if approved by the
Committee, shall be made within 15 months after the Participant's death.
Any amounts thereafter remaining in the account will be distributed at the
time and in the manner approved by the Committee.
7. Termination or Amendment of the Plan. This Plan may be terminated,
modified, or amended from time to time by resolution of the Board of
Directors. If the Plan is terminated, all amounts accumulated prior to
termination will continue to remain subject to the provisions of the Plan
as if the Plan had not been terminated.
8. Participant's Rights. Amounts deferred and accumulated under the Plan
remain the property of the Company, and no Participant or other person
shall acquire any property interest in the account or any other assets of
the Company on account of
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<PAGE> 6
participation in the Plan, the Participant's rights being limited to
receiving from the Company the payments provided for in the Plan. The Plan
is unfunded and to the extent that any Participant acquires a right to
receive payments from the Plan, such rights shall be no greater than the
right of an unsecured creditor of the Company.
Except to the extent provided in the final paragraph of Section 5 of the
Plan, the right of a Participant, his legal representative or beneficiary
to receive payments from the Plan shall not be subject to anticipation,
sale, assignment, pledge, encumbrance or charge, nor shall such right be
liable for or subject to the debts, contracts, liabilities or torts of the
Participant, his legal representative or beneficiaries.
9. Powers of Compensation Committee. The Compensation Committee of the
Board of Directors (the "Committee") shall have full power and authority
to construe and interpret this Plan. The Committee may from time to time
delegate such of its functions hereunder as it may determine, to one or
more of the officers of the Company, on such terms and conditions as the
Committee may decide. Decisions of the Committee or its delegates shall be
final and binding upon the Participants, their legal representatives and
beneficiaries. Approval by the Committee or its delegates of any election
or request made by a Participant pursuant to the Plan shall be subject to
the sole discretion of the Committee or such delegates.
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