<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
HOUSTON INDUSTRIES INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Texas 5 Post Oak Park 74-1885573
(State or Other Jurisdiction of 4400 Post Oak Parkway (I.R.S. Employer
Incorporation or Organization) Houston, Texas Identification No.)
(Address of Principal Executive Offices)
77027
(Zip Code)
--------------------
1994 HOUSTON INDUSTRIES INCORPORATED LONG-TERM INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
WILLIAM A. CROPPER
Vice President and Treasurer
Houston Industries Incorporated
5 Post Oak Park
4400 Post Oak Parkway
Houston, Texas 77027
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service:
(713) 629-3000
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Title of Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered Per Share(2) Price(2) Fee(3)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without
par value (1) . . . . . . 2,000,000 $88,000,000 $44.00 $30,345.04
</TABLE>
================================================================================
(1) Includes preference stock purchase rights of one Right per share
associated with the Common Stock.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the
high and low prices reported on the New York Stock Exchange Composite
Tape on February 10, 1994.
(3) As no separate consideration is payable for the Rights, the
registration fee for such securities is included in the fee for the
Common Stock.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
NOTE: THE DOCUMENT(S) CONTAINING THE EMPLOYEE BENEFIT PLAN
INFORMATION REQUIRED BY ITEM 1 OF FORM S-8 AND THE STATEMENT OF AVAILABILITY OF
REGISTRANT INFORMATION AND ANY OTHER INFORMATION REQUIRED BY ITEM 2 OF FORM S-8
WILL BE SENT OR GIVEN TO EMPLOYEES AS SPECIFIED BY RULE 428 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). IN ACCORDANCE WITH
RULE 428 AND THE REQUIREMENTS OF PART I OF FORM S-8, SUCH DOCUMENTS ARE NOT
BEING FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
EITHER AS PART OF THIS REGISTRATION STATEMENT OR AS PROSPECTUSES OR PROSPECTUS
SUPPLEMENTS PURSUANT TO RULE 424 UNDER THE SECURITIES ACT. THE REGISTRANT
SHALL MAINTAIN A FILE OF SUCH DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF
RULE 428. UPON REQUEST, THE REGISTRANT SHALL FURNISH TO THE COMMISSION OR ITS
STAFF A COPY OR COPIES OF ALL OF THE DOCUMENTS INCLUDED IN SUCH FILE.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This registration statement incorporates herein by reference the
following documents which have been filed (File No. 1-7629) with the
Commission by Houston Industries Incorporated (the "Company") pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act"):
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1992;
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1993, June 30, 1993 and September 30, 1993;
3. The Company's Current Reports on Form 8-K dated March
10, 1993, June 17, 1993, June 25, 1993 and July 1, 1993;
4. The description of Common Stock contained in the
Company's Registration Statement on Form 8-A dated January 14, 1977,
as amended by Form 8 dated July 14, 1986; and
5. The description of the preference stock purchase
rights associated with the Common Stock contained in the Company's
Registration Statement on Form 8-A dated July 16, 1990.
Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to 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 such
documents.
Any statement 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02.A.(16) and Article 2.02-1 of the Texas Business
Corporation Act and Article V of the Company's Amended and Restated Bylaws
provide the Company with broad powers and authority to indemnify its directors
and officers and to purchase and maintain insurance for such purposes.
Pursuant to such statutory
II-1
<PAGE> 4
and Bylaw provisions, the Company has purchased insurance against certain costs
of indemnification that may be incurred by it and by its officers and
directors.
Additionally, Article IX of the Company's Restated Articles of
Incorporation provides that a director of the Company is not liable to the
Company or its shareholders for monetary damages for any act or omission in the
director's capacity as director, except that Article IX does not eliminate or
limit the liability of a director for (i) breaches of his duty of loyalty to
the Company and its shareholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law, (iii)
transactions from which a director receives an improper benefit, irrespective
of whether the benefit resulted from an action taken within the scope of the
director's office, (iv) acts or omissions for which liability is specifically
provided for by statute and (v) acts relating to unlawful stock repurchases or
payments of dividends.
Article IX also provides that any subsequent amendments to Texas
statutes that further limit the liability of directors will inure to the
benefit of the directors, without any further action by shareholders. Any
repeal or modification of Article IX shall not adversely affect any right of
protection of a director of the Company existing at the time of the repeal or
modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following documents are filed as a part of this registration
statement or incorporated by reference herein:
<TABLE>
<CAPTION>
Report or SEC File or
Exhibit Registration Registration Exhibit
No. Description Statement Number Reference
------- ----------- --------- ------ ---------
<S> <C> <C> <C> <C> <C>
4.1* -- Restated Articles of Incorporation Form 10-Q for the 1-7629 3
of the Company. quarter ended
June 30, 1993
4.2* -- Amended and Restated Bylaws of the Form 8-K dated 1-7629 3
Company. June 29, 1992
4.3* -- Rights Agreement dated July 11, 1990 Form 8-K dated 1-7629 4(a)(1)
between the Company and Texas July 11, 1990
Commerce Bank National Association,
as Rights Agent (Rights Agent), which
includes form of Statement of
Resolution Establishing Series of
Shares designated Series A Preference
Stock and form of Rights Certificate.
4.4* -- Agreement and Appointment of Agent Form 8-K dated 1-7629 4(a)(2)
dated as of July 11, 1990 between the July 11, 1990
Company and the Rights Agent.
</TABLE>
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<PAGE> 5
<TABLE>
<S> <C> <C>
4.5 -- 1994 Houston Industries Incorporated
Long-Term Incentive Compensation
Plan.
5 -- Opinion of Baker & Botts, L.L.P.
23.1 -- Consent of Deloitte & Touche.
23.2 -- Consent of Baker & Botts, L.L.P.
(included in Exhibit 5).
24 -- Powers of Attorney.
</TABLE>
* Incorporated herein by reference as indicated.
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 the undertakings set forth in paragraphs (i)
and (ii) 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 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 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 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
II-3
<PAGE> 6
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 provisions described under 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
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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<PAGE> 7
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 Houston, State of Texas, on February 15, 1994.
HOUSTON INDUSTRIES INCORPORATED
By /s/ Don D. Jordan
_____________________________
(Don D. Jordan, Chairman and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Don D. Jordan Chairman and Chief Executive February 15, 1994
- ------------------------ Officer and Director
(Don D. Jordan) (Principal Executive Officer and
Financial Officer and Director)
/s/ Mary P. Ricciardello Comptroller (Principal February 15, 1994
- ------------------------ Accounting Officer)
(Mary P. Ricciardello)
* MILTON CARROLL, JOHN T.
CATER, ROBERT J. CRUIKSHANK,
LINNET F. DEILY, JOSEPH M.
HENDRIE, HOWARD W. HORNE,
THOMAS B. McDADE, ALEXANDER F. Directors February 15, 1994
SCHILT, KENNETH L. SCHNITZER,
SR., D. D. SYKORA, JACK T.
TROTTER, BERTRAM WOLFE
* By /s/ Hugh Rice Kelly
- ----------------------------------
(Hugh Rice Kelly, Attorney-in-Fact)
</TABLE>
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<S> <C> <C>
4.5 -- 1994 Houston Industries Incorporated
Long-Term Incentive Compensation
Plan.
5 -- Opinion of Baker & Botts, L.L.P.
23.1 -- Consent of Deloitte & Touche.
23.2 -- Consent of Baker & Botts, L.L.P.
(included in Exhibit 5).
24 -- Powers of Attorney.
</TABLE>
<PAGE> 1
Exhibit 4.5
1994 HOUSTON INDUSTRIES INCORPORATED
LONG-TERM INCENTIVE COMPENSATION PLAN
PART I
INTRODUCTION
ARTICLE I
PURPOSE
1.1 Purpose of Plan: The purpose of this 1994 Houston
Industries Incorporated Long-Term Incentive Compensation Plan (the "Plan") is
to strengthen the alignment of financial interests of key employees of Houston
Industries Incorporated (the "Company") and its subsidiaries with those of the
Company's shareholders through the increased ownership of shares of the
Company's Common Stock by such key employees. The Plan (i) enhances the
Company's ability to maintain a competitive position in attracting and
retaining qualified key personnel who contribute, and are expected to
contribute, materially to the success of the Company and its subsidiaries; (ii)
provides a means of rewarding the outstanding performance of such key
employees; and (iii) enhances the interest of such key employees in the
Company's continued success and progress by enabling them to obtain a
proprietary interest in the Company. Stock Incentives awarded under this Plan
will not have an effective date earlier than January 1, 1994.
ARTICLE II
DEFINITIONS
2.1 Definitions: For purposes of the Plan, the following terms
shall have the meanings below stated, subject to the provisions of Section
11.1.
(a) "Board" means the Board of Directors of the
Company.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Committee" means the Personnel Committee or such
other committee appointed by the Board to administer this Plan
pursuant to Article XI.
(d) "Common Stock" means, subject to the provisions of
Section 13.3, the presently authorized common stock, without par
value, of the Company.
(e) "Company" means Houston Industries Incorporated, a
Texas corporation.
(f) "Disability" means a physical or mental impairment
of sufficient severity such that an Employee is both eligible for and
in receipt of benefits under the long-term disability provisions of the
Company's benefit plans.
(g) "Employee" means an officer or key employee of the
Company or a Subsidiary.
(h) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(i) "Fair Market Value" means the average of the high
and low sales price of a share of Common Stock on the New York Stock
Exchange--Composite Transactions reporting system, as reported in The
Wall Street Journal on the date as of which such value is being
determined or, if no sales occurred on such day, then on the next
preceding day on which there were such sales.
(j) "Incentive Stock Option" means an option to purchase
Common Stock, granted by the Company to a Key Employee pursuant to
Section 9.1, which meets the requirements of Section 422 of the Code.
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(k) "Key Employee" means an Employee selected to
participate in this Plan pursuant to the terms hereof.
(l) "Nonstatutory Stock Option" means an option to
purchase Common Stock, granted by the Company to a Key Employee
pursuant to Section 9.1, which does not meet the requirements
of Section 422 of the Code.
(m) "Option" means an Incentive Stock Option or a
Nonstatutory Stock Option.
(n) "Performance Cycle" means the period of time
established by the Committee of not less than one (1) year nor more
than six (6) years used when measuring the degree to which the
Performance Objectives relating to Stock Awards have been met.
(o) "Performance Objectives" means the criteria
established by the Committee for each Performance Cycle as the basis
for determining the number of shares of Common Stock which
shall be released from the restrictions of a Restricted Stock Award
and the number of additional "opportunity shares" of Common Stock
related to such Restricted Stock Award which the Company may elect
to award to a Key Employee.
(p) "Plan" means the 1994 Houston Industries
Incorporated Long-Term Incentive Compensation Plan, as set forth
herein and as from time to time amended.
(q) "Restricted Stock Award" means an award of
restricted shares of Common Stock, granted by the Company to a Key
Employee pursuant to Section 5.1, whether implemented by credit to a
bookkeeping account maintained by the Company or by delivery of
certificates for shares to the Key Employee.
(r) "Stock Appreciation Right" means a right, granted
by the Company to a Key Employee pursuant to Section 9.4, to earn
additional compensation for services rendered based upon the
appreciation of the Fair Market Value of the Common Stock.
(s) "Stock Award" means a Restricted Stock Award and,
if applicable, an award of "opportunity shares" related to such
Restricted Stock Award granted pursuant to Section 5.1.
(t) "Stock Incentives" refers collectively to Stock
Awards, Options and Stock Appreciation Rights.
(u) "Subsidiary" means a subsidiary corporation of the
Company as defined in Section 424(f) of the Code.
ARTICLE III
SHAREHOLDER APPROVAL; RESERVATION OF SHARES
3.1 SHAREHOLDER APPROVAL: This Plan shall become effective only
if approved on or before June 30, 1993 by the affirmative vote, in person or by
proxy, of the holders of a majority of the shares of Common Stock present and
entitled to vote at a meeting held to take action thereon at which a quorum is
present.
3.2 SHARES RESERVED UNDER PLAN: The aggregate number of shares
of Common Stock which may be issued under this Plan shall not exceed Two
Million (2,000,000) shares, subject to adjustment as hereinafter provided. All
or any part of such Two Million shares may be issued pursuant to Stock Awards.
The shares of Common Stock which may be granted pursuant to Stock Incentives
will consist of either authorized but unissued shares of Common Stock or shares
of Common Stock which have been issued and which shall have been heretofore or
hereafter reacquired by the Company as treasury shares. The total number of
shares authorized under this Plan shall be subject to increase or decrease in
order to give effect to the adjustment provision of Section 13.3 and to give
effect to any amendment adopted as provided in Section 12.1. The foregoing
limitation on the number of shares of Common Stock issuable under the Plan is a
limitation on the aggregate number of shares of Common Stock issued, net of any
shares of Common Stock subject to a Restricted Stock Award implemented by
delivery of certificates that are returned to the Company as provided in
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<PAGE> 3
Article VI, but subject to such other rules and procedures concerning the
counting of shares against the Plan maximum as the Committee may deem
appropriate to apply in order that applicable exemptions under Rule 16b-3 under
the Exchange Act may be available for Stock Incentives.
ARTICLE IV
PARTICIPATION IN PLAN
4.1 ELIGIBILITY TO RECEIVE STOCK INCENTIVES: Stock Incentives
under this Plan may be granted only to persons selected by the Committee who
are Employees of the Company or a Subsidiary on the date the Stock Incentive is
granted. Employees so selected and granted a Stock Incentive are referred to
herein as "Key Employees."
4.2 PARTICIPATION NOT GUARANTEE OF EMPLOYMENT: Nothing in this
Plan or in the instrument evidencing the grant of a Stock Incentive shall in
any manner be construed to limit in any way the right of the Company or a
Subsidiary to terminate a Key Employee's employment at any time, without regard
to the effect of such termination on any rights such Key Employee would
otherwise have under this Plan, or give any right to such a Key Employee to
remain employed by the Company or a Subsidiary in any particular position or at
any particular rate of compensation.
PART II
RESTRICTED STOCK AWARDS
ARTICLE V
STOCK AWARDS
5.1 GRANT OF RESTRICTED STOCK AWARDS:
(a) Selection of Key Employees: Subject to the terms of
this Plan, the Committee shall select from among the Employees of the
Company and its Subsidiaries those Key Employees to whom Stock Awards
shall be awarded for each Performance Cycle. Restricted Stock Awards
and the allocation of "opportunity shares" related to such Restricted
Stock Awards shall generally be made at the beginning of a Performance
Cycle, but may, in the Committee's discretion, be made from time to
time during the term of a Performance Cycle.
(b) Award of Shares: The Committee shall determine the
number of shares of Common Stock covered by each Restricted Stock
Award and the maximum number of "opportunity shares," if any, related
to such Restricted Stock Award which may be awarded to a Key Employee.
On or about the close of, and, if appropriate and in accordance with
Section 7.2(b), during the term of, each Performance Cycle, the
Committee shall determine whether the restrictions set forth in
Article VI hereof shall lapse with respect to a portion or all of the
shares awarded under a Restricted Stock Award and whether any
additional "opportunity shares" related to such Restricted Stock Award
shall be awarded.
The Committee may implement the grant of a Restricted Stock
Award by (i) credit to a bookkeeping account maintained by the Company
evidencing the accrual to a Key Employee of unsecured and unfunded
rights to receive, subject to the terms of the Restricted Stock Award,
shares of Common Stock or (ii) delivery of certificates for shares of
Common Stock to the Key Employee, who must execute appropriate stock
powers in blank and return the certificates and stock powers to the
Company to be held in escrow for future delivery in accordance with
the terms of the Restricted Stock Award.
(c) Form of Instrument: Each Restricted Stock Award
shall be made pursuant to an instrument prescribed in form by the
Committee. Such instrument shall specify the number of shares covered
thereby, the restrictions set forth in Article VI and the Performance
Objectives which, if not achieved, may cause all or part of the shares
to be forfeited after the close of the Performance Cycle with respect
to which they were awarded.
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<PAGE> 4
5.2 PERFORMANCE OBJECTIVES: Each Restricted Stock Award shall be
subject to the achievement of Performance Objectives by the Company during the
Performance Cycle with respect to which the Restricted Stock Award is made.
The Committee shall generally establish Performance Objectives prior to the
beginning of each Performance Cycle, but may, in the Committee's discretion,
establish Performance Objectives during the term of a Performance Cycle. Once
established, Performance Objectives may be changed, adjusted or amended during
the term of a Performance Cycle only upon authorization by the Committee. The
degree to which the Company achieves such Performance Objectives shall serve as
the basis for the Committee's determination of the portion of a Key Employee's
Restricted Stock Award which shall become vested by reason of the lapse of the
restrictions set forth in Article VI and the number of "opportunity shares," if
any, which shall be awarded. The Committee may waive the attainment of
Performance Objectives (in whole or in part) during or after the close of a
Performance Cycle if the Committee deems it appropriate in light of a change of
circumstances.
5.3 RIGHTS WITH RESPECT TO SHARES:
(a) Award by Stock Certificate: Each Key Employee to
whom a Restricted Stock Award consisting of shares represented by a
stock certificate has been made shall have absolute ownership of such
shares including the right to vote the same and to receive dividends
thereon, subject, however, to the terms, conditions and restrictions
described in this Plan and in the instrument evidencing the grant of
the Restricted Stock Award.
Notwithstanding the foregoing, shares of Common Stock
transferred pursuant to a Restricted Stock Award shall be held in
escrow pursuant to an agreement satisfactory to the Committee
until such time as the Committee shall have determined whether the
restrictions set forth in Article VI shall have lapsed. Each
such escrow agreement shall provide, without limitation, that the
shares of Common Stock subject to such agreement are subject to
the restrictions set forth in Article VI.
(b) Award by Bookkeeping Entry. No Key Employee who is
granted a Restricted Stock Award implemented by credit to a Company
bookkeeping account shall have any rights as a stockholder by virtue
of such grant until shares are actually issued or delivered to the Key
Employee. The Committee may establish and express in the written
instrument evidencing the Restricted Stock Award terms and conditions
under which the Key Employee granted such Restricted Stock Award shall
be entitled to receive an amount equivalent to any dividend payable
with respect to the number of shares which, as of the record date for
which dividends are payable, have been credited but not delivered to
the Key Employee. At the Committee's discretion, any such dividend
equivalents (i) may be paid at such time or times during the period
when the shares are as yet undelivered pursuant to the terms of the
Restricted Stock Award, (ii) may be paid at the time the shares to
which the dividend equivalents apply are delivered, or (iii) may be
reflected by the credit of additional full or fractional shares to
three decimal places in an amount equal to the amount of such dividend
equivalents divided by the Fair Market Value of a full share on the
date of payment of the dividend on which the dividend equivalent is
based, all as shall be expressed in the written instrument evidencing
the Restricted Stock Award. Any arrangements for the payment or
credit of dividend equivalents shall be terminated if, and to the
extent that, under the terms and conditions so established, the right
to receive shares pursuant to the terms of the Restricted Stock Award
shall terminate or lapse.
ARTICLE VI
RESTRICTIONS APPLICABLE TO RESTRICTED STOCK AWARDS
6.1 RESTRICTIONS: Each Restricted Stock Award granted under
this Plan shall contain the following terms, conditions and restrictions and
such additional terms, conditions and restrictions as may be determined by the
Committee.
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<PAGE> 5
Until the restrictions set forth in this Section 6.1 shall lapse
pursuant to Article VII, shares of Common Stock awarded to a Key Employee
pursuant to each Restricted Stock Award:
(a) shall not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of; and
(b) shall be returned to the Company, and all rights of
the Key Employee to such shares shall terminate without any payment of
consideration by the Company, if (1) the Committee notifies the Key
Employee pursuant to Section 7.1 (as of the end of the Performance
Cycle or portion thereof) that it has determined that the Performance
Objectives established with respect to all or a portion of the shares
of Common Stock granted under such Restricted Stock Award have not
been achieved or (2) the Key Employee's continuous employment with the
Company or any of its Subsidiaries shall terminate for any reason,
except as provided in Section 7.2 or 7.3.
ARTICLE VII
LAPSE OF RESTRICTIONS
7.1 LAPSE OF RESTRICTIONS DUE TO ACHIEVEMENT OF PERFORMANCE
OBJECTIVES: On or about the close of each Performance Cycle, the Committee
shall determine whether, and if not, to what extent the Company has achieved
the Performance Objectives established for such Performance Cycle. The
Committee shall notify each Key Employee who has received a Restricted Stock
Award of the Committee's determination of the extent to which the Performance
Objectives established for the Performance Cycle have been achieved, the number
of shares, if any, of Common Stock with respect to which the restrictions of
Article VI have lapsed, the number of shares, if any, which shall be returned
to the Company and the number of "opportunity shares," if any, related to such
Restricted Stock Award which such Key Employee shall receive. Any lapse of
restrictions or award of "opportunity shares" pursuant to this Section 7.1
shall occur on the date the Committee notifies the Key Employee thereof in
writing.
7.2 LAPSE OF RESTRICTIONS DUE TO CERTAIN TERMINATIONS OF
EMPLOYMENT: If a Key Employee who has been in the continuous employment of the
Company or of any Subsidiary since the date on which a Stock Award was granted
to such Key Employee shall, while in such employment and prior to the close of
the Performance Cycle with respect to which such Stock Award was granted,
terminate employment by reason of death, Disability or retirement on or after
attainment of age sixty (60), or if such Key Employee's employment is
terminated by the Company without cause, then:
(a) if such event occurs during the first year of the
Performance Cycle, all shares included in the Restricted Stock Award
granted to such Key Employee and the contingent allocation of
"opportunity shares" made as part of that Stock Award shall be
cancelled; and
(b) if such event occurs after such first year of the
Performance Cycle, then (1) the Committee will take such action as it
deems necessary or appropriate to determine the degree to which the
applicable Performance Objectives are expected to be achieved through
the end of the year in which such event occurs and determine the
number (if any) of shares included in the Stock Award (including both
restricted and "opportunity shares") which such Key Employee would
have otherwise been entitled to based on the attainment of such
achievement level and (2) the restrictions set forth in Section
6.1(b)(2) and all other restrictions set forth in Section 6.1 shall
lapse with respect to a number of shares equal to the product of (A)
the number of such shares (including both restricted and "opportunity
shares") determined under clause (1) immediately above times (B) a
fraction, the numerator of which is the number of days elapsed in the
Performance Cycle as of the date of such event and the denominator of
which is the total number of days in the Performance Cycle. Any lapse
of restrictions and any award of "opportunity shares" pursuant to this
Section 7.2(b) shall occur on the later of December 31 of the year in
which such event occurs and the date the Committee notifies the Key
Employee thereof in writing.
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7.3 TREATMENT UPON CHANGE IN CONTROL: Notwithstanding any
provision of Section 6.1 or any other provision of this Plan or any provision
in any grant or award hereunder to the contrary, forthwith upon the occurrence
of any "change in control" of the Company, the Company shall pay cash to each
Key Employee to whom a Restricted Stock Award has been made (and with respect
to which the restrictions have not previously lapsed) in an amount equal to the
number of shares of Common Stock granted under this Plan pursuant to
outstanding Restricted Stock Awards and all "opportunity shares" related to
such Restricted Stock Awards times the Fair Market Value on the date of the
"change in control." Such a "change in control" shall be deemed to have taken
place if: (i) any "person," including a "group" as determined in accordance
with Section 13(d)(3) of the Exchange Act, is or becomes the beneficial owner,
directly or indirectly, of securities of the Company representing thirty
percent (30%) or more of the combined voting power of the Company's then
outstanding voting securities; (ii) as a result of, or in connection with, any
tender offer or exchange offer, merger or other business combination, sale of
assets or contested election or any combination of the foregoing transactions
(a "Transaction"), the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company; (iii) the Company is merged or
consolidated with another corporation and as a result of such merger or
consolidation less than seventy percent (70%) of the outstanding voting
securities of the surviving or resulting corporation shall then be owned in the
aggregate by the former shareholders of the Company, other than (x) any party
to such merger or consolidation or (y) any affiliates of any such party; or
(iv) a tender offer or exchange offer is made and consummated for the ownership
of securities of the Company representing thirty percent (30%) or more of the
combined voting power of the Company's then outstanding voting securities; or
(v) the Company transfers all or substantially all of its assets to another
corporation that is not a wholly owned corporation of the Company.
ARTICLE VIII
TAX PAYMENTS
8.1 TAX PAYMENTS: A Key Employee who has received shares of
Common Stock pursuant to a Restricted Stock Award with respect to which all of
the restrictions set forth in Article VI shall have lapsed or pursuant to an
award of "opportunity shares" related to such Restricted Stock Award may also,
at the discretion of the Committee, receive from the Company a cash payment in
an amount determined by the Committee, if any, not to exceed that amount
sufficient to pay such Key Employee's tax liability (assuming the highest rates
of tax applicable to any individual taxpayer in the year in which such payment
is made) with respect to (i) such shares and (ii) such cash payment.
PART III
OPTIONS AND STOCK APPRECIATION RIGHTS
ARTICLE IX
OPTIONS AND STOCK APPRECIATION RIGHTS
9.1 GRANT OF OPTIONS:
(a) Grant: The Committee may grant Incentive Stock
Options and/or Nonstatutory Stock Options to Key Employees. All
Options under this Plan shall be granted within ten years of the date
this Plan is adopted or the date this Plan is approved by shareholders
of the Company, whichever is earlier. No Options shall be granted
pursuant to this Plan after February 2, 2003.
(b) Option Price: The purchase price per share of
Common Stock under each Option shall be not less than one hundred
percent (100%) of the Fair Market Value per share of such Common
Stock on the date the Option is granted. The Option price shall be
subject to adjustment in accordance with the provisions of
Section 13.3 hereof.
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(c) Option Agreements: Options and any Stock
Appreciation Rights attached to such Options shall be evidenced by
Option Agreements in such form as the Committee shall approve and
containing such terms and conditions, including the period of their
exercise and whether in installments or otherwise, as shall be
contained therein, which need not be the same for all Options.
(d) Options Nontransferable: An Option granted under
this Plan shall by its terms be nontransferable by the Key Employee
otherwise than by will or the laws of descent and distribution, and,
during the lifetime of the Key Employee, shall be exercisable only by
such Key Employee. No transfer of an Option by a Key Employee by
will or by the laws of descent and distribution shall be effective to
bind the Company unless the Company shall have been furnished with
written notice thereof and a copy of the will and/or such other
evidence as the Committee may determine necessary to establish the
validity of the transfer.
9.2 EXERCISE OF OPTIONS:
(a) Terms of Options: No Option granted under
this Plan may be exercised until one (1) year after the date of grant
thereof. The restriction contained in the preceding sentence shall
cease to apply to the exercise of any Option heretofore or hereafter
granted under this Plan upon and simultaneously with the occurrence
of any "change in control" (as defined in Section 7.3) of the
Company. Options may be exercised over such period ending not later
than ten years from the date such Options shall have been granted, as
the Committee shall determine at the time each Option is granted.
(b) Payment on Exercise: No shares of Common Stock
shall be issued on the exercise of an Option unless paid for in full
at the time of purchase. Payment for shares of Common Stock purchased
upon the exercise of an Option shall be made in cash or, with the
consent of the Committee, in Common Stock valued at the Fair Market
Value thereof, or by a combination of cash and Common Stock. The
Committee may also provide for procedures to permit the exercise of
Options by the use of the proceeds to be received from the sale of
Common Stock issuable pursuant to an Option. No Key Employee shall
have any rights as a shareholder with respect to any share of Common
Stock covered by an Option unless and until such Key Employee shall
have become the holder of record of such share, and, other than
pursuant to an adjustment made in accordance with Section 13.3
hereof, no adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property or
distributions or other rights) in respect of such share for which the
record date is prior to the date on which such Key Employee shall have
become the holder of record thereof.
9.3 INCENTIVE STOCK OPTIONS:
(a) Annual Limitation: Subject to the limitation of
Section 3.2 relating to the aggregate number of shares subject to
this Plan, Incentive Stock Options may be granted with respect to any
number of shares; provided, however, the aggregate Fair Market Value
of such shares (determined as of the time such Option is granted)
with respect to which such Options are exercisable for the first time
by a Key Employee during any one (1) calendar year (under this Plan
and any other plans of the Company and its Subsidiaries) shall not
exceed $100,000. To the extent that the aggregate Fair Market Value
of shares with respect to which Incentive Stock Options (determined
without regard to this subsection) are exercisable for the first time
by any Key Employee during any calendar year (under this Plan and any
other plan of the Company and its Subsidiaries) exceeds $100,000,
such Options shall be treated as Nonstatutory Options.
(b) Incentive Stock Options Granted to Ten Percent
Shareholders: No Incentive Stock Options shall be granted to any Key
Employee who owns, directly or indirectly pursuant to Section 424(d)
of the Code, stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company or any
Subsidiary, unless at the time such Incentive Stock Option is
granted, the price of the Incentive Stock Option is at least 110
percent
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of the Fair Market Value of the Common Stock subject to the Incentive
Stock Option and such Incentive Stock Option, by its terms, is not
exercisable after the expiration of five (5) years from the date such
Incentive Stock Option is granted.
(c) Notice: Each Key Employee shall give prompt
notice to the Company of any disposition of shares acquired upon
exercise of an Incentive Stock Option if such disposition occurs
within either two (2) years after the date of grant or one
(1) year after the date of transfer of such shares to the
Key Employee upon the exercise of such Incentive Stock Option.
9.4 STOCK APPRECIATION RIGHTS ATTACHED TO OPTIONS:
(a) Award: The Committee may award a Stock Appreciation
Right with respect to any shares of Common Stock covered by any Option
granted under this Plan and such Stock Appreciation Right shall be
granted only at the time of the grant of the related Option.
(b) Terms and Conditions: Each Stock Appreciation Right
shall be subject to the same terms and conditions as the related
Option with respect to date of expiration, limitations on
transferability and eligibility to exercise. No Stock Appreciation
Right may be exercised after the related Option becomes
nonexercisable. Stock Appreciation Rights shall be payable, at the
sole discretion of the Committee, in cash or in Common Stock or a
combination thereof.
(c) Amount of Compensation: The amount of compensation
which shall be payable to a Key Employee pursuant to the exercise of a
Stock Appreciation Right shall be equal to the excess of the Fair
Market Value of one (1) share of Common Stock on the date of exercise
of the Stock Appreciation Right over the Fair Market Value of such
share on the date the Stock Appreciation Right was granted multiplied
by the number of Option shares with respect to which the Stock
Appreciation Right is exercised (the spread).
(d) Tandem Nature of Awards: Upon the exercise of a
Stock Appreciation Right, the related Option shall cease to be
exercisable as to the number of shares of Common Stock with respect to
which such Stock Appreciation Right was exercised, and upon the
exercise of an Option, the related Stock Appreciation Right shall
cease to be exercisable with respect to the number of shares of Common
Stock with respect to which the Option was exercised.
ARTICLE X
TERMINATION OF EMPLOYMENT AND DEATH
10.1 TERMINATION OF EMPLOYMENT: Unless earlier terminated in
accordance with its terms, an Option or Stock Appreciation Right shall
terminate (i) ninety (90) days in the case of an Incentive Stock Option and
(ii) three (3) years in the case of a Nonstatutory Stock Option after any of
the following:
(a) voluntary termination of employment by the Key
Employee, with or without consent of the Company,
(b) termination of employment of the Key Employee by
the Company or any of its Subsidiaries, with or without cause, or
(c) termination of employment of the Key Employee
because of Disability, retirement on or after attainment of age
sixty (60) and prior to attainment of age sixty-five (65), or
because the Subsidiary employing such Key Employee ceases to be
a Subsidiary of the Company and the Key Employee does not, prior
thereto or contemporaneously therewith, become a Key Employee of
the Company or another Subsidiary;
provided that, with regard to terminations of employment pursuant to paragraph
(b), the Option or Stock Appreciation Right shall terminate as of the date of
such discharge if prior to such termination the Committee in its discretion
shall determine that it is not in the best interest of the Company that the
Option or Stock Appreciation Right should continue for said period. The Option
or Stock
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Appreciation Right shall be exercisable only to the extent it was exercisable
on the date of the event described in (a-c) above.
10.2 NORMAL RETIREMENT OF OPTIONEE: If a Key Employee retires on or
after attainment of age sixty-five (65), an Option or Stock Appreciation Right
shall terminate (i) ninety (90) days in the case of an Incentive Stock Option
and (ii) three (3) years in the case of a Nonstatutory Stock Option after the
date of such Key Employee's retirement, unless such Option or Stock
Appreciation Right has terminated earlier in accordance with its terms. Such
Option or Stock Appreciation Right shall be fully exercisable on the date of
such Key Employee's retirement.
10.3 DEATH OF OPTIONEE: If a Key Employee or former Key Employee
shall die during the term of the Option or Stock Appreciation Right, the legal
representatives of such Key Employee shall be entitled to exercise the Option
or Stock Appreciation Right in whole or in part, to the extent such Option or
Stock Appreciation Right was exercisable by such Key Employee on the date of
such Key Employee's death, at any time within three (3) years following the
death of such Key Employee, unless such Option or Stock Appreciation Right
earlier terminated in accordance with its terms.
PART IV
ADMINISTRATION
ARTICLE XI
ADMINISTRATION OF PLAN
11.1 THE COMMITTEE: This Plan shall be administered solely by the
Personnel Committee of the Board of Directors or such other committee of the
Board as the Board shall designate to administer the Plan. The Committee shall
be constituted to permit transactions under the Plan to qualify for applicable
exemptions under Rule 16b-3 under the Exchange Act. A majority of the
Committee shall constitute a quorum thereof and the actions of a majority of
the Committee at a meeting at which a quorum is present, or actions unanimously
approved in writing by all members of the Committee, shall be the actions of
the Committee. Vacancies occurring on the Committee shall be filled by the
Board. The Committee shall have full and final authority to interpret this
Plan and the agreements evidencing Stock Incentives granted hereunder, to
prescribe, amend and rescind rules and regulations, if any, relating to this
Plan and to make all determinations necessary or advisable for the
administration of this Plan. The Committee's determination in all matters
referred to herein shall be conclusive and binding for all purposes and upon
all persons including, but without limitation, the Company, the shareholders of
the Company, the Committee and each of the members thereof, and Employees of
the Company, and their respective successors in interest. The Committee may
delegate any of its rights, powers and duties to any one or more of its
members, or to any other person, by written action as provided herein,
acknowledged in writing by the delegate or delegates, except that the Committee
may not delegate to any person the authority to grant Stock Incentives to, or
take other action with respect to, Participants who are subject to Section 16
of the Exchange Act. Such delegation may include, without limitation, the
power to execute any documents on behalf of the Committee.
11.2 LIABILITY OF THE COMMITTEE: No member of the Committee shall
be liable for anything done or omitted to be done by such member or by any
other member of the Committee or by any person to whom authority is delegated
as provided in the last sentence of Section 11.1 in connection with this Plan,
except for the willful misconduct of such member or as expressly required by
law. The Committee shall have power to engage outside consultants, auditors or
other professionals to assist in the fulfillment of the Committee's duties
under this Plan at the Company's expense.
11.3 DETERMINATIONS OF THE COMMITTEE: In making its determinations
concerning the Key Employees who shall receive Stock Incentives, as well as the
number of shares to be covered thereby and the time or times at which they
shall be granted, the Committee shall take into account the nature of the
services rendered by the respective Key Employees, their past, present and
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potential contribution to the Company's success and such other factors as the
Committee may deem relevant. The Committee shall also determine the form of
Stock Incentives to be issued under this Plan and the terms and conditions to
be included therein, provided such terms and conditions are not inconsistent
with the terms of this Plan. The Committee may, in its sole discretion, waive
any provisions of any Stock Incentive, provided such waiver is not inconsistent
with the terms of this Plan as then in effect.
11.4 COMPLIANCE WITH THE EXCHANGE ACT: With respect to persons
subject to Section 16 of the Exchange Act, transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act. To the extent any provision of the Plan or
action by the Committee fails to so comply, it shall be deemed null and void
to the extent permitted by law and deemed advisable by the Committee.
ARTICLE XII
AMENDMENT AND TERMINATION OF PLAN
12.1 AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION:
(a) The Board may from time to time amend, modify,
suspend or terminate the Plan for the purpose of meeting or addressing
any changes in legal requirements or for any other purpose permitted
by law except that (i) no amendment or alteration that would impair
the rights of any Key Employee under any Stock Incentive awarded to
such Employee shall be made without such Employee's consent and (ii)
no amendment or alteration shall be effective prior to approval by the
Company's shareholders to the extent such approval is then required
pursuant to Rule 16b-3 under the Exchange Act in order to preserve the
applicability of any exemption provided by such rule to any Stock
Incentive then outstanding (unless the holder of such Stock Incentive
consents) or to the extent shareholder approval is otherwise required
by applicable legal requirements.
(b) Amendments Relating to Incentive Stock Options: To
the extent applicable, this Plan is intended to permit the issuance of
Incentive Stock Options in accordance with the provisions of Section
422 of the Code. The Plan may be modified or amended at any time,
both prospectively and retroactively, and in such manner as to affect
Incentive Stock Options previously granted, if such amendment or
modification is necessary for this Plan and the Incentive Stock
Options granted hereunder to qualify under said provisions of the
Code.
12.2 TERMINATION: The Board may at any time terminate this Plan as
of any date specified in a resolution adopted by the Board. If not earlier
terminated, this Plan shall terminate on February 2, 2003. No Stock Incentives
may be granted after this Plan has terminated. After this Plan has terminated,
the function of the Committee with respect to this Plan will be limited to
determinations, interpretations and other matters provided herein with respect
to Stock Incentives previously granted.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
13.1 RESTRICTIONS UPON GRANT OF STOCK INCENTIVE: The listing upon
the New York Stock Exchange or the registration or qualification under any
federal or state law of any shares of Common Stock to be granted pursuant to
this Plan (whether to permit the grant of Stock Incentives or the resale or
other disposition of any such shares of Common Stock by or on behalf of the Key
Employees receiving such shares) may be necessary or desirable and, in any such
event, if the Committee in its sole discretion so determines, delivery of the
certificates for such shares of Common Stock shall not be made until such
listing, registration or qualification shall have been completed. In such
connection, the Company agrees that it will use its best efforts to effect any
such listing, registration or qualification, provided, however, that the
Company shall not be required to use its best efforts to effect such
registration under the Securities Act of 1933, as amended, other than
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on Form S-8, as presently in effect, or other such forms as may be in effect
from time to time calling for information comparable to that presently required
to be furnished under Form S-8.
13.2 RESTRICTIONS UPON RESALE OF UNREGISTERED STOCK: If the shares
of Common Stock that have been transferred to a Key Employee pursuant to the
terms of this Plan are not registered under the Securities Act of 1933, as
amended, pursuant to an effective registration statement, such Key Employee, if
the Committee deems it advisable, may be required to represent and agree in
writing (i) that any shares of Common Stock acquired by such Key Employee
pursuant to this Plan will not be sold except pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or
pursuant to an exemption from registration under said Act and (ii) that such
Key Employee is acquiring such shares of Common Stock for such Key Employee's
own account and not with a view to the distribution thereof.
13.3 ADJUSTMENTS:
(a) The existence of outstanding Stock Incentives shall
not affect in any manner the right or power of the Company or its
shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the capital
stock of the Company or its business or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior
preference stock (whether or not such issue is prior to, on a parity
with or junior to the Common Stock) or the dissolution or liquidation
of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding of any
kind, whether or not of a character similar to that of the acts or
proceedings enumerated above.
(b) In the event of any subdivision or consolidation of
outstanding shares of Common Stock or declaration of a dividend
payable in shares of Common Stock or capital reorganization or
reclassification or other transaction involving an increase or
decrease in the number of outstanding shares of Common Stock, the
Committee may adjust proportionally (i) the number of shares of Common
Stock reserved under this Plan and covered by outstanding Stock
Incentives denominated in Common Stock or units of Common Stock; (ii)
the exercise or other price in respect of such Stock Incentives; and
(iii) the appropriate Fair Market Value and other price determinations
for such Stock Incentives. In the event of any consolidation or
merger of the Company with another corporation or entity or the
adoption by the Company of a plan of exchange affecting the Common
Stock or any distribution to holders of Common Stock of securities or
property (other than normal cash dividends or dividends payable in
Common Stock), the Committee shall make such adjustments or other
provisions as it may deem equitable, including adjustments to avoid
fractional shares, to give proper effect to such event. In the event
of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Committee shall
be authorized to issue or assume stock options, regardless of whether
in a transaction to which Section 424(a) of the Code applies, by means
of substitution of new options for previously issued options or an
assumption of previously issued options, or to make provision for the
acceleration of the exercisability of, or lapse of restrictions with
respect to, Stock Incentives and the termination of unexercised
options in connection with such transaction.
13.4 RESTRICTIVE LEGENDS:
(a) Certificates for shares of Common Stock delivered
pursuant to Stock Incentives shall bear an appropriate legend
conforming to the requirements of applicable law referring to the
terms, conditions and restrictions described in this Plan and in the
instruments evidencing the grant of the Restricted Stock Awards. Any
attempt to dispose of any such shares of Common Stock in contravention
of the terms, conditions and restrictions described in this Plan or in
the instruments evidencing the grant of the Restricted Stock Award
shall be ineffective. The Company may also place appropriate "stop
transfer" instructions in the stock transfer books of the Company with
respect to shares of Common Stock covered by a Stock Incentive.
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(b) Any shares of Common Stock received by a Key
Employee as a stock dividend on, or as a result of stock splits,
combinations, exchanges of shares, reorganizations, mergers,
consolidations or otherwise with respect to, shares of Common Stock
received pursuant to a Restricted Stock Award shall have the same
status and bear the same legend as the shares received pursuant to the
Restricted Stock Award.
13.5 WITHHOLDING OF TAXES: The Committee shall deduct applicable
taxes (without regard to any alternative rule permitting the use of a flat
percentage rate in computing such applicable income tax withholding amounts)
with respect to any Stock Award, Stock Appreciation Right or Nonstatutory Stock
Option and withhold, at the time of delivery or other appropriate time, an
appropriate amount of cash or number of shares of Common Stock or a combination
thereof for payment of taxes required by law, such withholding to be
administered on a uniform basis (not involving any election by any Key
Employee.) If shares of Common Stock are used to satisfy tax withholding, such
shares shall be valued based on the Fair Market Value when the tax withholding
is required to be made.
13.6 RESTRICTIONS ON BENEFIT: Notwithstanding the provisions of
Sections 7.3 and 9.2(a) of this Plan, the aggregate present value of all
parachute payments payable to or for the benefit of a Key Employee in the Plan,
whether payable pursuant to the Plan or otherwise, shall be limited to three
times the Key Employee's base amount less one dollar and, to the extent
necessary, the acceleration of unmatured Option installments and the cash
payments in lieu of Restricted Stock Awards shall be reduced by the Committee
in order that this limitation not be exceeded. For purposes of this Section
13.6, the terms "parachute payment," "base amount" and "present value" shall
have the meanings assigned thereto under Section 28OG of the Code. It is the
intention of this Section 13.6 to avoid excise taxes on the Key Employee under
Section 4999 of the Code or the disallowance of a deduction to the Company
pursuant to Section 28OG of the Code.
HOUSTON INDUSTRIES INCORPORATED
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Exhibit 5
BAKER & BOTTS L.L.P.
ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS 77002-4995
H-3113 February 15, 1994
Houston Industries Incorporated
5 Post Oak Park
4400 Post Oak Parkway
Houston, Texas 77027
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Houston Industries Incorporated, a
Texas corporation (the "Company"), with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
relating to 2,000,000 shares of common stock, without par value, of the Company
(the "Common Stock") and 2,000,000 related rights to purchase Series A
Preference Stock, without par value, of the Company (the "Rights") governed by
a Rights Agreement dated as of July 11, 1990 (the "Rights Agreement") between
the Company and Texas Commerce Bank National Association, as Rights Agent, to
be issued from time to time pursuant to the 1994 Houston Industries
Incorporated Long-Term Incentive Compensation Plan (the "Plan"), certain legal
matters in connection with the Common Stock and the Rights are being passed
upon for you by us. At your request, this opinion is being furnished to you
for filing as Exhibit 5 to the Registration Statement.
The Plan provides for the grant to certain key employees of
the Company and its subsidiaries of (i) stock awards ("Stock Awards"),
which include grants of restricted shares of Common Stock ("Restricted Shares")
and, in connection therewith, additional allocations of "opportunity shares" of
Common Stock ("Opportunity Shares"), (ii) incentive stock options ("Incentive
Options") within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, (iii) nonstatutory stock options ("Nonstatutory Options")
and (iv) in conjunction with Options, stock appreciation rights ("SARs"). As
used herein, the term "Options" shall mean Incentive Options and Nonstatutory
Options, the term "Option Shares" shall mean the Shares issuable upon the
exercise of Options and the term "SAR Shares" shall mean the shares issuable
upon exercise of SARs.
In our capacity as your counsel in the connection referred to
above, we have examined the Plan, the Rights Agreement, the Company's Restated
Articles of Incorporation and its Amended and Restated Bylaws, each as amended
to date, and have examined the originals, or copies certified or otherwise
identified, of corporate records of the Company,
<PAGE> 2
Houston Industries Incorporated -2- February 15, 1994
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company,
statutes and other instruments or documents, as a basis for the opinions
hereinafter expressed.
We have assumed that all signatures on all documents examined
by us are genuine, that all documents submitted to us as originals are accurate
and complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete.
Based upon our examination as aforesaid and subject to the
assumptions, limitations and qualifications set forth herein, we are of the
opinion that:
1. The Company is a corporation duly organized and
validly existing in good standing under the laws of the State of
Texas.
2. When the Personnel Committee of the Board of
Directors of the Company (the "Personnel Committee") shall have made a
Stock Award of Restricted Shares and any additional allocations of
Opportunity Shares in connection therewith in accordance with the
Plan, all requisite corporate action on the part of the Company with
respect to the authorization of the issuance of such Restricted Shares
and related Opportunity Shares will have been taken. Upon the
issuance and delivery of such Restricted Shares in accordance with the
Plan and, if applicable, the instrument granting the Restricted
Shares, and upon the lapse of any restrictions thereon in accordance
with the Plan, such Restricted Shares will be validly issued, fully
paid and nonassessable. If the grant of such Restricted Shares
includes an additional allocation of Opportunity Shares as provided in
the Plan, upon the issuance and delivery of the Opportunity Shares in
accordance with the Plan, and upon the lapse of any restrictions on
the Restricted Shares associated therewith, such Opportunity Shares
will be validly issued, fully paid and nonassessable.
3. When the Personnel Committee shall have granted
Options in accordance with the terms of the Plan and shall have fixed
the exercise price therefor, all requisite corporate action on the
part of the Company with respect to the authorization of the issuance
of the Option Shares subject to such Options will have been taken.
Upon the issuance and delivery of such Option Shares upon the exercise
of Options in accordance with the Plan and for the consideration fixed
by
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Houston Industries Incorporated -3- February 15, 1994
the Personnel Committee, such Option Shares will be validly issued,
fully paid and nonassessable. If the grant of such Options includes a
grant of associated SARs as provided in the Plan, upon the issuance
and delivery in accordance with the terms of the Plan of the SAR
Shares deliverable thereunder upon the exercise of such SARs, such SAR
Shares will be validly issued, fully paid and nonassessable.
4. The issuance of the Rights has been duly authorized
by all necessary corporate action on the part of the Company and, upon
issuance in accordance with the terms of the Rights Agreement, the
Rights will be validly issued.
The opinion set forth in paragraph 4 above is limited to the
valid issuance of the Rights under the Texas Business Corporation Act. In this
connection, we do not express any opinion herein on any other aspect of the
Rights, the effect of any equitable principles or fiduciary considerations
relating to the adoption of the Rights Agreement or the issuance of the Rights,
the enforceability of any particular provisions of the Rights Agreement, or the
provisions of the Rights Agreement which discriminate or create unequal voting
power among shareholders.
The opinions set forth above are limited in all respects to
matters of Texas law as in effect on the date hereof.
Very truly yours,
BAKER & BOTTS, L.L.P.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
HOUSTON INDUSTRIES INCORPORATED:
We consent to the incorporation by reference in this Registration Statement of
Houston Industries Incorporated on Form S-8 of our report dated February 16,
1993, appearing in the Annual Report on Form 10-K of Houston Industries
Incorporated for the year ended December 31, 1992 and to the reference to us
under the heading "Experts" in the Prospectus relating to this Registration
Statement.
DELOITTE & TOUCHE
Houston, Texas
February 11, 1994
<PAGE> 1
Exhibit 24
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Long-Term Incentive Compensation Plan)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of shares of
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company in
connection with the Company's 1994 Long-Term Incentive Compensation Plan.
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments (including pre-effective and
post-effective amendments) thereto, and any supplements to the Prospectus as
said attorneys-in-fact or any of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the Commission, and to
appear before the Commission in connection with any matter relating thereto.
Each of said attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done, as fully
and for all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 1st day of December, 1993.
MILTON CARROLL
--------------
Milton Carroll
<PAGE> 2
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Long-Term Incentive Compensation Plan)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of shares of
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company in
connection with the Company's 1994 Long-Term Incentive Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments (including pre-effective and
post-effective amendments) thereto, and any supplements to the Prospectus as
said attorneys-in-fact or any of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the Commission, and to
appear before the Commission in connection with any matter relating thereto.
Each of said attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done, as fully
and for all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 1st day of December, 1993.
JOHN T. CATER
-------------
John T. Cater
<PAGE> 3
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Long-Term Incentive Compensation Plan)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of shares of
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company in
connection with the Company's 1994 Long-Term Incentive Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments (including pre-effective and
post-effective amendments) thereto, and any supplements to the Prospectus as
said attorneys-in-fact or any of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the Commission, and to
appear before the Commission in connection with any matter relating thereto.
Each of said attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done, as fully
and for all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 1 day of December, 1993.
ROBERT J. CRUIKSHANK
--------------------
Robert J. Cruikshank
<PAGE> 4
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Long-Term Incentive Compensation Plan)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of shares of
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company in
connection with the Company's 1994 Long-Term Incentive Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments (including pre-effective and
post-effective amendments) thereto, and any supplements to the Prospectus as
said attorneys-in-fact or any of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the Commission, and to
appear before the Commission in connection with any matter relating thereto.
Each of said attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done, as fully
and for all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 1 day of December, 1993.
LINNET F. DEILY
---------------
Linnet F. Deily
<PAGE> 5
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Long-Term Incentive Compensation Plan)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of shares of
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company in
connection with the Company's 1994 Long-Term Incentive Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments (including pre-effective and
post-effective amendments) thereto, and any supplements to the Prospectus as
said attorneys-in-fact or any of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the Commission, and to
appear before the Commission in connection with any matter relating thereto.
Each of said attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done, as fully
and for all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 1st day of December, 1993.
JOSEPH M. HENDRIE
-----------------
Joseph M. Hendrie
<PAGE> 6
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Long-Term Incentive Compensation Plan)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of shares of
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company in
connection with the Company's 1994 Long-Term Incentive Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments (including pre-effective and
post-effective amendments) thereto, and any supplements to the Prospectus as
said attorneys-in-fact or any of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the Commission, and to
appear before the Commission in connection with any matter relating thereto.
Each of said attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done, as fully
and for all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 1st day of December, 1993.
HOWARD W. HORNE
---------------
Howard W. Horne
<PAGE> 7
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Long-Term Incentive Compensation Plan)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of shares of
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company in
connection with the Company's 1994 Long-Term Incentive Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments (including pre-effective and
post-effective amendments) thereto, and any supplements to the Prospectus as
said attorneys-in-fact or any of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the Commission, and to
appear before the Commission in connection with any matter relating thereto.
Each of said attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done, as fully
and for all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 1st day of December, 1993.
DON D. JORDAN
-------------
Don D. Jordan
<PAGE> 8
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Long-Term Incentive Compensation Plan)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of shares of
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company in
connection with the Company's 1994 Long-Term Incentive Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments (including pre-effective and
post-effective amendments) thereto, and any supplements to the Prospectus as
said attorneys-in-fact or any of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the Commission, and to
appear before the Commission in connection with any matter relating thereto.
Each of said attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done, as fully
and for all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 1st day of December, 1993.
THOMAS B. MCDADE
----------------
Thomas B. McDade
<PAGE> 9
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Long-Term Incentive Compensation Plan)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of shares of
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company in
connection with the Company's 1994 Long-Term Incentive Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments (including pre-effective and
post-effective amendments) thereto, and any supplements to the Prospectus as
said attorneys-in-fact or any of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the Commission, and to
appear before the Commission in connection with any matter relating thereto.
Each of said attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done, as fully
and for all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 1st day of December, 1993.
ALEXANDER F. SCHILT
-------------------
Alexander F. Schilt
<PAGE> 10
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Long-Term Incentive Compensation Plan)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of shares of
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company in
connection with the Company's 1994 Long-Term Incentive Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments (including pre-effective and
post-effective amendments) thereto, and any supplements to the Prospectus as
said attorneys-in-fact or any of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the Commission, and to
appear before the Commission in connection with any matter relating thereto.
Each of said attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done, as fully
and for all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 1st day of December, 1993.
KENNETH L. SCHNITZER, SR.
-------------------------
Kenneth L. Schnitzer, Sr.
<PAGE> 11
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Long-Term Incentive Compensation Plan)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of shares of
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company in
connection with the Company's 1994 Long-Term Incentive Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments (including pre-effective and
post-effective amendments) thereto, and any supplements to the Prospectus as
said attorneys-in-fact or any of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the Commission, and to
appear before the Commission in connection with any matter relating thereto.
Each of said attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done, as fully
and for all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 1st day of December, 1993.
D. D. SYKORA
------------
D. D. Sykora
<PAGE> 12
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Long-Term Incentive Compensation Plan)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of shares of
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company in
connection with the Company's 1994 Long-Term Incentive Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments (including pre-effective and
post-effective amendments) thereto, and any supplements to the Prospectus as
said attorneys-in-fact or any of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the Commission, and to
appear before the Commission in connection with any matter relating thereto.
Each of said attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done, as fully
and for all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 1st day of December, 1993.
JACK T. TROTTER
---------------
Jack T. Trotter
<PAGE> 13
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Long-Term Incentive Compensation Plan)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), including in each instance any prospectus included therein (a
"Prospectus"), with such amendments (including pre-effective and post-effective
amendments) to each such Registration Statement and any supplement or
supplements to the Prospectus as may be necessary or appropriate, together with
any and all exhibits and other documents related to each such Registration
Statement or Prospectus, in connection with the registration of shares of
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company in
connection with the Company's 1994 Long-Term Incentive Compensation Plan;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby appoint Don
D. Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments (including pre-effective and
post-effective amendments) thereto, and any supplements to the Prospectus as
said attorneys-in-fact or any of them shall deem necessary or appropriate,
together with all instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the Commission, and to
appear before the Commission in connection with any matter relating thereto.
Each of said attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done, as fully
and for all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts that said
attorneys-in-fact and each of them may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 1 day of December, 1993.
BERTRAM WOLFE
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Bertram Wolfe
