SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(X) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD ENDED DECEMBER 31, 1993
COMMISSION FILE NUMBER 0-8640
SYNCOR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 85-0229124
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20001 PRAIRIE STREET, CHATSWORTH, CALIFORNIA 91311-2185
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 886-7400
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK $.05 PAR VALUE
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
__ __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulations S-K (section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K
___
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, computed by reference to the average bid and asked prices of such
stock on March 11, 1994, is $188,698,131. The number of shares outstanding of
the Registrant's $0.05 par value common stock as of March 11, 1994, was
10,527,834 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Annual Report to shareholders for the period ended
December 31, 1993, are incorporated by reference into Parts I, II and IV of this
report.
Portions of Registrant's definitive Proxy Statement for Registrant's Annual
Meeting of Shareholders on May 10, 1994 are incorporated by reference into Part
III of this report.
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
FORM 10-K TRANSITION REPORT
DECEMBER 31, 1993
Item 1. BUSINESS...................................................... 1
Item 2. PROPERTIES.................................................... 4
Item 3. LEGAL PROCEEDINGS............................................. 5
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........... 5
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.................................. 5
Item 6. SELECTED FINANCIAL DATA....................................... 5
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.................................... 5
Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA....... 6
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE..................................... 6
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............ 6
Item 11. EXECUTIVE COMPENSATION........................................ 6
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT............................................... 6
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................ 7
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.......................................... 7
PART I
ITEM 1. BUSINESS.
Unless otherwise indicated, the term "SYNCOR" or the "COMPANY" as used in this
report refers to Syncor International Corporation incorporated in 1985 under the
laws of the state of Delaware or Syncor International Corporation and one or
more of its consolidated subsidiaries.
GENERAL DEVELOPMENT OF BUSINESS
The general development of the Company's business for the seven-month transition
period ended December 31, 1993 (the "TRANSITION PERIOD") is covered in the
President's letter to the Company's shareholders in the Company's Annual Report
to Shareholders for said period and is hereby incorporated by reference. A copy
of the Company's Annual Report to Shareholders is attached hereto as Exhibit 13.
DESCRIPTION OF BUSINESS
Principal Products Produced and Services Rendered
The Company is a high-tech pharmacy services company which is primarily engaged
in compounding, dispensing and distributing radiopharmaceutical products to
hospitals and clinics through its nationwide network of 109 pharmacies. Three
of the pharmacies also include Positron Emission Tomography ("PET") pharmacy
services. The radiopharmaceuticals provided by the Company are principally used
for diagnostic imaging of physiological functions and organ systems. In
addition, the Company provides various services in connection with the sale of
radiopharmaceuticals, including radiopharmaceutical record keeping required by
federal and state government agencies, and radiopharmaceutical technical
consulting. The Company estimates that in the United States its pharmacies
service approximately 7,000 hospitals and clinics in 36 states throughout the
country. During each of the last two fiscal years and the Transition Period,
the pharmacies contributed more than 95 percent of the consolidated net sales of
the Company.
Other activities of the Company include the marketing and distribution of
imaging cold kits, isotopes, and medical reference sources in addition to
nuclear and pharmacy equipment and accessories. The Company also is involved in
a pilot program designed to deliver unit dose chemotherapeutic solutions
directly to oncologist's offices and clinics ("SOS"). Early indications point
to an acceptance of the concept by oncologists. However, management believes
that it should test this concept for an additional period of time before
attempting to expand this line of business.
The description of Syncor's various activities in the Company's Annual Report to
Shareholders for the Transition Period are hereby incorporated by reference.
Sources and Availability of Raw Materials
The Company pharmacies dispense approximately 50 different radiopharmaceutical
products which are obtained primarily from five suppliers. Management believes
that, if any one of the suppliers of radiopharmaceuticals failed to supply
products then the other suppliers would be able to supply most of those
products. If two or more suppliers were unable to provide products at a
particular time, it could have an adverse effect on the Company's business.
During the quarter ending August 31, 1993 supply of Indium-111 oxine, a
proprietary product of one supplier, has been sporadic. However, such problem
appears to have been resolved. Otherwise, to date, the pharmacies have not
experienced any difficulty in securing supplies of radiopharmaceutical products.
Patents, Trademarks, Licenses and Distribution Agreements
The Company owns a number of trademarks and has a variety of license
agreements. In addition, the Company has entered into exclusive radio-
pharmacy distribution agreements with two suppliers of certain proprietary
radiopharmaceutical products. While certain of the foregoing items are
considered to be of value to the Company, management believes at present
its competitive position is dependent principally on the efficient operation
of its pharmacies and high quality of its customer service.
On December 3, 1993 the Company entered into a new long-term distribution
agreement with its principal supplier of radiopharmaceutical products, The
Radiopharmaceutical Division of The DuPont Merck Pharmaceutical Company. The
agreement became effective February 1, 1994, replacing an existing supply
agreement between the companies which has been in place since 1988.
Dependence on Customers
The Company's operations are such that none of its business is dependent upon a
single customer or a very few customers to the extent that the loss of such
would have a material impact on operations.
Competitive Conditions
The Company's pharmacies compete primarily with the large manufacturers of
radiopharmaceuticals, which directly supply radiopharmaceutical products to the
hospitals. Two of such manufacturers have set-up their own centralized
radiopharmacies to supply customers. The Company also competes with a number of
other independent entities, each of which operate one or more radiopharmacies.
In certain markets, there is competition with universities which own and operate
centralized radiopharmacies. The principal competitive practices of the
manufacturers and others involve price and service. The management believes
that, the advantages to a hospital of using a centralized radiopharmacy rather
than preparing its own radiopharmaceutical products include: (I) reduced risk of
radiation exposure to hospital personnel; (II) cost savings due to Syncor's
volume purchasing power; (III) better utilization of the time sensitive products
purchased from the radiopharmaceutical manufacturers; and, (IV) reduction in the
time needed to maintain extensive records required by the regulatory agencies.
In addition, the Company's pharmacies provide quality controlled unit dose
radiopharmaceuticals, comprehensive nuclear medicine product-line availability,
professional consultation and delivery services, and specialized computer
hardware and proprietary software products for nuclear medicine operations.
Government Regulation
Each of the Company's domestic pharmacies is licensed by and must comply with
the regulations of the United States Nuclear Regulatory Commission ("NRC") or
corresponding state agencies. In addition, each such pharmacy is licensed and
regulated by the Board of Pharmacy in the state where it is located.
Periodic inspections of the Company's pharmacies are conducted by the NRC and
various other federal and state agencies. Inspection results which lead to
escalated enforcement action could lead to the imposition of fines or the
suspension, revocation or denial of renewal of the licenses for the location
inspected. The Company devotes substantial human and financial resources to
ensure continued regulatory compliance and believes that it is currently in
compliance with all material rules and regulations.
In addition to the Company being subject to the various federal and state
regulations relating to occupational safety and health, and the use and disposal
of biohazardous materials, the Company's products are subject to the federal and
state regulations relating to drugs and medical devices.
Compliance with the applicable environmental control laws or regulations, such
as those regulating the use and disposal of radioactive materials, is inherent
to the normal operations of the pharmacies and has not had a material adverse
effect on the capital expenditures, earnings or competitive position of the
Company.
Foreign Operations
Syncor owns and operates nuclear pharmacies in Taipei, Taiwan and Hong Kong. In
1993, the Company entered into joint venture agreements with various parties in
the Republic of China to open and operate pharmacies in Beijing and Shanghai.
The Company anticipates expanding its operations in other Pacific Rim
countries in the future.
Employees
As of December 31, 1993, Syncor employed approximately 2,088 people. However,
the full time equivalent for the same period was approximately 1,363 people.
ITEM 2. PROPERTIES.
The Company and its consolidated subsidiaries lease (and in one location own)
and operate a number of pharmacies in the United States whose locations are
set forth in the following table(1):
STATE LOCATION
_____ ________
ALABAMA Birmingham
Mobile
ARIZONA Gilbert (Mesa)
Phoenix*
Tucson
ARKANSAS Little Rock
CALIFORNIA Bakersfield
Berkeley
Colton
Fresno
Los Angeles*
Modesto
Orange
Torrance
Sacramento*
San Diego
San Jose
So. San Francisco**
Van Nuys (Los Angeles)
COLORADO Colorado Springs
Denver
CONNECTICUT Glanstonbury (Hartford)
Stamford
FLORIDA Fort Myers
Gainesville
Hialeah (Miami Lakes)
Jacksonville
Jupiter (Palm Beach)
Pensacola
Pompano Beach (Ft.Lauderdale)
St. Petersburg
Tampa
Winter Park (Orlando)
GEORGIA Augusta
Columbus
Doraville (Atlanta)
ILLINOIS Des Plaines
Chicago
Springfield
INDIANA Ft. Wayne
Indianapolis
Munster (Dyer)
IOWA Des Moines
KENTUCKY Lexington
Louisville
LOUISIANA Metairie (New Orleans)
MARYLAND Lanham (Washington DC)
Timonium (Baltimore)
MASSACHUSETTS Woburn (Boston)
MICHIGAN Grand Rapids
Southfield (Detroit)
Swartz Creek (Flint)
MINNESOTA Moorhead (Fargo ND)
St. Paul
MISSISSIPPI Flowood (Jackson)
Gulfport
MISSOURI Kansas City
Overland (St. Louis)
NEBRASKA Lincoln
Omaha
NEVADA Las Vegas
Reno
NEW JERSEY Fairfield (Newark)
NEW MEXICO Albuquerque
NEW YORK Cheektowaga (Buffalo)
Troy (Albany)
Franklin Square (Long Island)
Rochester
Syracuse
NORTH CAROLINA Charlotte
OHIO Akron
Cincinnati
Cleveland
Columbus
Girard (Youngstown)
Holland (Toledo)
Miamisburg (Dayton)
Youngstown (Girard)
OKLAHOMA Oklahoma City
Tulsa
OREGON Portland
PENNSYLVANIA Allentown
Bristol (N. Philadelphia)
Sharon Hill (Philadelphia)
Hummelstown (Harrisburg)
Pittsburgh
SOUTH CAROLINA Columbia
TENNESSEE Chattanooga
Knoxville
Memphis
Nashville
TEXAS Amarillo
Austin
Beaumont
Corpus Christi
Dallas
El Paso
Fort Worth
Houston
Lubbock
North Dallas
San Antonio
VIRGINIA Richmond
Virginia Beach
WASHINGTON Seattle
Spokane
WEST VIRGINIA Huntington
WISCONSIN Appleton
Wauwatosa (Milwaukee)
(1) The Company also owns an interest in pharmacies in Salt Lake City,
Utah; Midland, Texas; and Huntsville, Alabama.
* Cities where the Company has both a nuclear and PET pharmacy.
** Cities where the Company has both a nuclear and SOS pharmacy.
Pharmacy lease terms vary from less than one year up to approximately ten years,
and average approximately five years. Leased areas average approximately 4,500
square feet each.
The Company leases its Corporate Office facilities in Chatsworth, California,
pursuant to a lease that commenced on March 1, 1987. The lease is for the term
of ten years with two successive five year renewal options. Presently, the
Company leases approximately 76,464 square feet at such location.
ITEM 3. LEGAL PROCEEDINGS.
There are various litigation proceedings in which the Company and its
subsidiaries are involved. Many of the claims asserted against the Company in
these proceedings are covered by insurance. The results of litigation
proceedings cannot be predicted with certainty. However, in the opinion of the
Company's General Counsel, such proceedings either are without merit or do not
have a potential liability which would materially affect the financial condition
of the Company and its subsidiaries on a consolidated basis.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the last month
of the Transition Period.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The stock information which appears in the Company's Annual Report to
Shareholders under the heading of "QUARTERLY STOCK PRICE DATA", included in this
Form 10-K Annual Report as EXHIBIT 13, is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data which appears in the Company's Annual Report to
Shareholders for the fiscal year ended December 31, 1993, under the heading of
"SELECTED FINANCIAL DATA", included in this Form 10-K Transition Report as
EXHIBIT 13, is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Management's discussion and analysis of financial condition and results of
operations which appears in the Company's Annual Report to Shareholders for the
Transition Period, under the heading of "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" included in this Form 10-K
Transition Report as EXHIBIT 13, is incorporated herein by reference.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.
The consolidated financial statements and the notes thereto which appear in the
Company's Annual Report to Shareholders for the Transition Period under the
headings of "CONSOLIDATED STATEMENTS OF INCOME" and "CONSOLIDATED BALANCE
SHEETS" included in this Form 10-K Transition Report as EXHIBIT 13, are
incorporated herein by reference. Schedules containing certain supporting
information are also included. See Index to Financial Statement Schedules on
page 7.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Except as noted below in this Item, the information called for in/by Item 10 of
Form 10-K is incorporated by reference from the Company's definitive Proxy
Statement for its Annual Meeting of Shareholders, to be held on May 10, 1994,
which will be filed with the Commission pursuant to Regulation 14A within 120
days from December 31, 1993.
The Form 3 of Director Dr. Gail R. Wilensky, Chief Operation Officer Robert G.
Funari and Chief Financial Officer Michael A. Piraino were filed a few days late
due to the error of the Company's Legal Department who filed the same on their
behalf.
ITEM 11. EXECUTIVE COMPENSATION.
The information called for in/by Item 11 of Form 10-K is incorporated by
reference from the Company's definitive Proxy Statement for its Annual Meeting
of Shareholders to be held on May 10, 1994, which will be filed with the
Commission pursuant to Regulation 14A within 120 days from December 31, 1993.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information called for in/by Item 12 of Form 10-K is incorporated by
reference from the Company's definitive Proxy Statement for its Annual Meeting
of Shareholders to be held on May 10, 1994, which will be filed with the
Commission pursuant to Regulation 14A within 120 days from December 31, 1993.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information called for in/by Item 13 of Form 10-K is incorporated by
reference from the Company's definitive Proxy Statement for its Annual Meeting
of Shareholders to be held on May 10, 1994, which will be filed with the
Commission pursuant to Regulation 14A within 120 days from December 31, 1993.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements listed below, together
with the report thereon of KPMG Peat Marwick, dated March 10,
1994, appear in the Company's Annual Report to Shareholders
for the Transition Period, included in this Form 10-K Tran-
sition Report as EXHIBIT 13, is incorporated herein by
reference.
Independent Auditors' Report
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULES.
The following schedules supporting the financial statements of
the Company are included herein:
Page
____
Schedule II Amounts Receivable from Employees
Other than Related Parties...........10
Schedule VIII Valuation and Qualifying Accounts......11
Schedule IX Short-Term Borrowings..................12
Schedule X Supplementary Income
Statement Information................13
All other schedules and Financial Statements of the Company are
omitted because they are not applicable, not required or because
the required information is included in the consolidated
financial statements or notes thereto.
3. INDEX TO EXHIBITS
The list of exhibits filed as part of this report on Form 10-K
or incorporated herein be reference appear as Index to
Exhibits on page 14.
(b) REPORTS ON FORM 8-K FILED IN THE LAST PERIOD ENDING DECEMBER 31,
1993
On December 15, 1993 a Form 8-K Report was filed reporting: (I)
the proposal submitted to the shareholders at the Annual Meeting
held on November 15, 1993, to amend the 1990 Master Stock
Incentive Plan which would increase the authorized number of
shares by 500,000 shares and make other changes to the Plan,
which was approved by shareholders; (II) the execution on
December 3, 1993 of a new long-term distribution agreement with
its principal supplier of radiopharmaceutical products, The
Radiopharmaceutical Division of The DuPont Merck Pharmaceutical
Company; and (III) the change of its fiscal year to December 31
from May 31, beginning with the seven-months ended December 31,
1993.
(c) EXHIBITS
The exhibits required by Item 601 of Regulation S-K are filed
herewith or are incorporated by reference and the list of the
Index to Exhibits on page 14.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SYNCOR INTERNATIONAL CORPORATION
By /s/ Gene R. McGrevin
____________________
Gene R. McGrevin
President, Chief Executive Officer
Date: 3/30/94
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the regis-
trant and in the capacities and on the dates indicated.
/s/ Monty Fu
____________________________________________________
Monty Fu, Chairman of the Board and Director
Date: 3/30/94
/s/ Gene R. McGrevin
____________________________________________________
Gene R. McGrevin, President, Chief Executive Officer
(Principal Executive Officer) and Director
Date: 3/30/94
/s/ Michael A. Piraino
____________________________________________________
Michael A. Piraino, Senior Vice-President,
(Principal Financial and Accounting Officer)
Date: 3/30/94
/s/ George S. Oki
____________________________________________________
George S. Oki, Director
Date: 3/30/94
/s/ Joseph Kleiman
____________________________________________________
Joseph Kleiman, Director
Date: 3/30/94
/s/ Arnold E. Spangler
____________________________________________________
Arnold E. Spangler, Director
Date: 3/30/94
/s/ Steven B. Gerber
____________________________________________________
Steven B. Gerber, Director
Date: 3/30/94
/s/ Henry N. Wagner, Jr.
____________________________________________________
Henry N. Wagner, Jr., Director
Date: 3/30/94
/s/ Gail R. Wilensky
____________________________________________________
Gail R. Wilensky, Director
Date: 3/30/94
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II. AMOUNTS RECEIVABLE FROM EMPLOYEES
OTHER THAN RELATED PARTIES
(In Thousands)
===========================================================================
Balance Balance
at Beginning Additions at End
Name of Debtor of Period (Deletions) of Period
===========================================================================
Seven Months Ended
December 31, 1993:
Robert G. Funari
Chief Operating Officer $ -- $ 200 $200
=============================================
Year Ended May 31, 1993:
John Schulze -
Executive Director
of Marketing 250 (250) --
=============================================
Year Ended May 31, 1992:
John Schulze -
Executive Director
of Marketing 250 -- 250
Greg Hiatt -
Director, Western Zone 250 (250) -0-
______________________________________________
$500 $(250) $250
==============================================
Year Ended May 31, 1991:
John Schultze -
Executive Director
of Marketing $250 $ -- $250
Greg Hiatt
Director, Western Zone 250 -- 250
______________________________________________
$500 $ -- $500
==============================================
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE VIII. VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
============================================================================
Balance Charged Balance
at to Costs at End
Beginning and Deductions of
Description of Period Expenses (a) Period
============================================================================
Seven Months Ended
December 31, 1993:
Allowance for doubtful accounts $1,502 $ 224 $ 526 $1,200
Year Ended May 31, 1993:
Allowance for doubtful accounts $1,681 $1,123 $1,302 $1,502
Year Ended May 31, 1992:
Allowance for doubtful accounts $2,071 $ 605 $ 995 $1,681
Year Ended May 31, 1991:
Allowance for doubtful accounts $2,141 $ 611 $ 681 $2,071
(a) Uncollectible accounts written off, net of recoveries, and reduction of
reserve.
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE IX. SHORT-TERM BORROWINGS
(In Thousands)
===============================================================================
During the Period
______________________________
Weighted Maximum Average Weighted
Balance Average Amount Amount Average
Category of Aggregate at End of Interest Out- Out- Interest
Short-Term Borrowings Period Rate standing standing(a) Rate (b)
===============================================================================
Note Payable to Bank:
Seven Months Ended
December 31, 1993 $ -- -- $ -- $ -- --
Year Ended May 31, 1993 $ -- 6.04% $3,700 $1,019 6.07%
Year Ended May 31, 1992 $1,000 7.04% $3,500 $1,799 7.16%
Year Ended May 31, 1991 $ -- 9.14% $1,000 $ 667 9.12%
(a) Based upon actual daily amounts outstanding during the period.
(b) Average interest rate for the year is computed by dividing the actual
short-term interest expense by the average short-term debt outstanding.
SYNCOR INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE X. SUPPLEMENTARY INCOME STATEMENT INFORMATION
(In Thousands)
=========================================================================
Year Ended May 31,
Seven Months Ended _______________________
December 31, 1993 1993 1992 1991
=========================================================
Maintenance
and repairs $813 $1,552 $1,686 $1,544
=========================================================
Amortization of intangible assets, taxes other than payroll and income taxes,
advertising and royalties are less than 1% of total net sales for all periods
shown.
INDEX TO EXHIBITS
Exhibit No.
3. Certificate of Incorporation and By-Laws
3.1 Restated Certificate of Incorporation of the Company filed as
Exhibit 3.1 to the 8/28/87 Form 10-K and incorporated herein by
reference.
3.2 Restated By-Laws of the Company filed as Exhibit 3.2 to the 8/28/87
Form 10-K and incorporated herein by reference.
4. Instruments Defining The Rights of Security Holders
4.1 Stock Certificate for Common Stock of the Company filed as Exhibit
4.1 to the 8/26/86 Form 10-K and incorporated herein by reference.
4.2 Rights Agreement dated as of 11/8/89 between the Company and
American Stock Transfer & Trust Company filed as Exhibit 2.1 to the
Registration Statement on Form 8-A dated 11/3/89 and incorporated
herein by reference.
10. Material Contracts
10.1 Employment Agreement dated 2/1/89, between the Company and Gene R.
McGrevin filed as Exhibit 10.2 to 1/27/89 Form 8-K and incorporated
herein by reference.
10.2 First Amendment dated 7/11/89 to Employment Agreement dated 2/1/89
between the Company and Gene R. McGrevin filed as Exhibit 10.5 to
8/30/90 Form 10-K and incorporated herein by reference.
10.3 Second Amendment dated 10/16/89 to Employment Agreement dated 2/1/89
between the Company and Gene R. McGrevin filed as Exhibit 10.6 to
8/30/90 Form 10-K and incorporated herein by reference.
10.4 Third amendment dated 1/1/91 to Employment Agreement dated 2/1/89
between the Company and Gene R. McGrevin filed as Exhibit 10.7 to
8/29/91 Form 10-K and incorporated herein by reference.
10.5 Syncor International Corporation 1981 Master Stock Option Plan as
amended filed as part of Company's Proxy Statement dated 11/5/85,
for its Annual Meeting of Shareholders held 11/26/85 and
incorporated herein by reference.
10.6 Stock Option Agreement of Gene R. McGrevin dated 1/2/92 filed as
Exhibit 10.16 to 8/27/92 Form 10-K and incorporated herein by
reference.
10.7 Form of Indemnity Agreement substantially as entered into between
Company and each Director and Officer filed as Exhibit 3.2 Appendix
A to the 8/28/87 Form 10-K and incorporated herein by reference.
10.8 Form of Benefits Agreement substantially as entered into between
Company and each Director filed as Exhibit 10.31 to 8/30/90 Form 10-
K and incorporated herein by reference.
10.9 Form of Benefits Agreement substantially as entered into between
Company and certain employees see Exhibit 10.8.
10.10 Syncor International Corporation 1990 Master Stock Incentive Plan As
Amended and Restated filed as part of Company's Proxy Statement
dated 10/4/93 for its Annual Meeting of Shareholders held 11/15/93
and incorporated herein by reference.
10.11 Syncor International Corporation Deferred Compensation Plan
effective July 1, 1991 as Amended and Restated effective April 19,
1993.**
10.12 Employment Agreement dated July 21, 1993 between the Company and
Robert G. Funari.**
10.13 Syncor International Corporation McGrevin Deferred Compensation Plan
effective June 10, 1993.**
10.14 Split Ownership/Split Dollar Life Insurance Assignment Agreement
effective June 10, 1993 between the Company and Gene R. McGrevin.**
10.15 Form of Stock Option Agreement substantially as entered into between
Company and certain employee Directors and employees.**
10.16 Form of Stock Option Agreement substantially as entered into between
Company and certain non-employee Directors.**
11. Statement Re: Computation of Per Share Earnings
Computation can be clearly determined from the material contained in
Company's Annual Report to Shareholders for fiscal year ended December 31,
1993.
13. Annual Report to Security Holders (P)
Syncor International Corporation Annual Report to Shareholders for the
fiscal year ended December 31, 1993, except for specific information in
such Annual Report expressly incorporated herein by reference, is
furnished for the information of the Commission and is not to be deemed
"filed" as part hereof. (P)
21. Subsidiaries of the Registrant
State of
Name of Company Incorporation
___________________ _____________
Syncor Michigan Corp. Michigan
Syncor Corp. New York New York
Syncor Management Corporation California
Syncor Hong Kong Limited Hong Kong
Syncor Taiwan, Inc. Taiwan
Syncor Midland, Inc. Texas
23. Consents of Experts and Counsel
Consent of KPMG Peat Marwick.**
** Included herewith
(P) Filed on paper
EXHIBIT 23
INDEPENDENT AUDITORS' REPORT ON SCHEDULES AND CONSENT
The Board of Directors and Stockholders
Syncor International Corporation:
The audits referred to in our report dated March 10, 1994, included the related
financial statement schedules as of December 31, 1993, May 31, 1993 and 1992,
and for the seven-month period ended December 31, 1993 and for each of the
years in the three-year period ended May 31, 1993, included in the registra-
tion statement of Syncor International Corporation. These financial statement
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statement schedules
based on our audits. In our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as
a whole, present fairly in all material respects the information set forth
therein.
We consent to incorporation by reference in registration statement
(No. 33-44395) on Form S-3 and registration statement (No.'s 33-7325, 33-39251,
33-43692, 33-57762 and 33-52607) on Form S-8 of Syncor International Corpora-
ion of our report dated March 10, 1994, relating to the consolidated balance
sheets of Syncor International Corporation and subsidiaries as of December 31,
1993, May 31, 1993 and 1992, and the related consolidated statements of
income, stockholders' equity and cash flows and related schedules for the
seven-month period ended December 31, 1993 and for each of the years in the
three-year period ended May 31, 1993, which report appears in the December 31,
1993 transition report on Form 10-K of Syncor International Corporation. Our
report refers to a change in the method of accounting for income taxes.
Los Angeles, California KPMG Peat Marwick
March 29, 1994
EXHIBIT 10.11
SYNCOR INTERNATIONAL CORPORATION
DEFERRED COMPENSATION PLAN
EFFECTIVE JULY 1, 1991
AMENDED AND RESTATED
EFFECTIVE APRIL 19, 1993
TABLE OF CONTENTS
1. Purpose........................................................ 1
2. Definitions.................................................... 1
3. Selection of Participants...................................... 2
4. Period of Participation........................................ 2
5. Deferral of Compensation....................................... 2
6. Investment of Deferred Amounts................................. 3
7. Changes in Investment Alternatives............................. 3
8. Distribution................................................... 3
9. Additional Cash Distribution................................... 3
10. Death Benefit.................................................. 4
11. Insurance...................................................... 4
12. Beneficiary.................................................... 5
13. Amendment or Termination....................................... 5
14. Expenses....................................................... 5
15. No Trust....................................................... 5
16. No Assignability............................................... 5
17. Withholding.................................................... 6
18. No Impact on Directorship or Employment........................ 6
19. Interpretations................................................ 6
20. Successors and Assigns......................................... 6
21. Applicable Law................................................. 6
22. Notice......................................................... 6
SYNCOR INTERNATIONAL CORPORATION
DEFERRED COMPENSATION PLAN
EFFECTIVE JULY 1, 1991
AMENDED AND RESTATED
EFFECTIVE APRIL 19, 1993
1. PURPOSE. The purpose of this Plan is to provide deferred compensation for a
select group of management or highly compensated employees and directors of
Syncor International Corporation.
2. DEFINITIONS.
a. "BENEFICIARY" shall mean the person or persons (including, without
limitation, the trustees of any testamentary or inter vivos trust) designated
from time to time in writing by a Participant to receive payments under the Plan
after the death of such Participant, or, in the absence of any such designation
or in the event that such designated persons or person shall predecease such
Participant, or shall not be in existence or shall otherwise be unable to
receive such payments, the person or persons designated under such Participant's
last will and testament or, in the absence of such designation, to the
Participant's estate.
b. "BOARD OF DIRECTORS" shall mean the board of directors of Syncor
International Corporation, as constituted from time to time.
c. "COMPANY" shall mean Syncor International Corporation, a Delaware
corporation, and any successor thereof, and shall include any affiliated
corporation that adopts this Plan with the consent of the Board of Directors of
the Company.
d. "COMPENSATION" shall mean payments that a Participant receives from the
Company for services as a Director or as an employee, including bonuses, if any.
e. "DEFERRED AMOUNT" shall mean an amount of Compensation deferred under
this Plan up to 15% of Participant's Compensation for any Plan Year; and "NON-
MATCHED DEFERRED AMOUNT" shall mean an amount of Compensation deferred under
this Plan over and above a Deferred Amount for any Plan Year.
f. "DEFERRED COMPENSATION ACCOUNT" shall mean the bookkeeping account
established by the Company, directly or indirectly, to record credits for
Deferred Amounts and Non-Matched Deferred Amounts under this Plan, plus earnings
thereon, and to record debits for distributions to Participants or for the
purchase of one or more life insurance policies (not, however, including amounts
that the Participant directs be invested in investment alternatives pursuant to
Section 6). The Plan Committee may adopt such sub-accounts as the Plan
Committee deems necessary or desirable.
g. "DIRECTOR" shall mean any member of the Board of Directors of the
Company who is not an employee of the Company.
h. "EFFECTIVE DATE OF PLAN" shall mean July l, 1991.
i. "PARTICIPANT" shall mean any Director or employee who is participating
in this Plan from time to time.
j. "PLAN" shall mean the Syncor International Corporation Deferred
Compensation Plan, as from time to time amended and in effect.
k. "PLAN COMMITTEE" shall mean the person or persons appointed by the
Chief Executive Officer of Syncor International Corporation to administer the
Plan. Some of the routine administrative functions can be assigned to any
department of the Company.
l. "PLAN YEAR" shall mean any calendar year from January 1 to December 31.
m. "TERMINATION OF SERVICE" shall mean the termination (by death,
retirement or otherwise) of a Participant's service as a Director or employee of
the Company.
n. CONSTRUCTION: The masculine gender shall be deemed to include the
feminine and neuter genders; the singular to include the plural; and the plural
to include the singular; in each case the context requires.
3. SELECTION OF PARTICIPANTS. The Board of Directors shall select Directors
and employees of the Company who shall be eligible to become Participants from
Directors and from management or highly-compensated employees of the Company who
qualify for inclusion in a "select group of management or highly compensated
employees" as defined in Sections 201(2), 301(a)(3), 401(a)(l) and 4021(b)(6) of
the Employee Retirement Income Security Act of 1974.
4. PERIOD OF PARTICIPATION. A Participant shall continue to participate in
this Plan until the amounts credited to his Deferred Compensation Account have
been distributed as a result of termination of the Plan pursuant to Section 13
or his Termination of Service, but if he fails to continue to satisfy the
eligibility requirements under Section 3, he no longer will be eligible to elect
to defer compensation pursuant to Section 5. A Participant may notify the Plan
Committee in writing that he no longer wishes to defer compensation pursuant to
Section 5 for a year or years, but this will not terminate his participation in
this Plan.
5. DEFERRAL OF COMPENSATION. Each Participant who is a Director may elect to
have all or a portion of his Compensation for any Plan Year deferred under this
Plan, and each other Participant may elect to defer within increments of 5%, up
to 25%, of his Compensation for any Plan Year. Such election shall be executed
in writing by the Participant and filed with the Plan Committee, prior to the
beginning of the Plan Year during which such Compensation is earned, on a form
prescribed by the Plan Committee. If no such election is filed the percentage
elected for the prior Plan Year shall be continued to be deferred for the new
Plan Year.
6. INVESTMENT OF DEFERRED AMOUNTS. The Plan Committee may, but shall not be
required to, invest a Participant's Deferred Amounts in one or more insurance
policies offered by an insurance company acceptable to the Plan Committee. If
such an investment is made and the insurance company offers investment
alternatives, the Participant may direct that portions of his Deferred Amounts
and/or Non-Matched Deferred Amounts be invested in the various alternatives in
multiples of 10%. The investment results of such investments shall be credited
or debited to the Participant's Deferred Compensation Account at least annually
on such date or dates as determined by the Plan Committee. In the event such an
investment is not made by the Plan Committee, investment results shall be
credited or debited to the Participant's Deferred Compensation Account as if
such an investment had been made in accordance with the investment alternatives
chosen by the Participant on his deferral election form filed with the Plan
Committee.
7. CHANGES IN INVESTMENT ALTERNATIVES. A Participant may direct that his
Deferred Amounts, Non-Matched Deferred Amounts or future Deferred Amounts and
future Non-Matched Deferred Amounts be invested in different investment
alternatives for each Plan Year, if such alternatives are available. In
addition, at the end of each Plan Year (and at such other times as the Plan
Committee may designate), a Participant may request that the accumulated current
value of all or a portion of his Deferred Compensation Account be changed from
previously designated investment alternatives to newly designated investment
alternatives.
8. DISTRIBUTION.
a. In the event that a Participant has a Termination of Service (or in the
event that there is an earlier termination of the Plan pursuant to Section 13),
the balance in his Deferred Compensation Account at that time, adjusted to
reflect results of investments pursuant to Section 6 at that time and the cash
surrender value at that time of the insurance policy, if any, in which the
Participant's Deferred Compensation Account is invested on the basis of the
Participant's directions, shall be paid to the Participant or his Beneficiary in
a lump-sum within 30 days of the event permitting the distribution.
b. The Plan Committee is empowered to accelerate the payment of amounts
from the Participant's Deferred Compensation Account to a Participant in the
event the Plan Committee determines that the Participant: (I) has become totally
disabled in that he is prevented from engaging in any suitable gainful
employment or occupation, based on medical evidence satisfactory to the Plan
Committee, and that such disability will be permanent and continuous for the
remainder of his life; or (II) has a demonstrated financial hardship, based on
circumstances beyond his control, severely affecting his financial affairs or
clearly endangering his family with present or impending want or deprivation.
9. ADDITIONAL CASH DISTRIBUTION. In addition to any distribution under Section
8, the Company shall pay to the Participant or his Beneficiary an additional
cash payment equal to 42.857% of the distribution under Section 8 attributable
to the Deferred Amount. This distribution shall be made within 30 days of the
event permitting the distribution under Section 8. No additional cash payment
shall be paid in connection with amounts attributable to the Non-Matched
Deferred Amounts.
10. DEATH BENEFIT. If a Participant should die while participating in this
Plan but before an event permitting a distribution under Section 8, his
Beneficiary shall be paid a death benefit. This death benefit shall be equal to
the following:
a. With respect to amounts attributable to the Deferred Amount the sum of:
(I) the Deferred Compensation Account; (II) the additional Cash Distribution
described in Section 9; and (III) fifty percent (50%) of the difference between
the portion of the Deferred Compensation Account attributable to the Deferred
Account and any death benefit attributable to insurance acquired by the Company
attributable to the Deferred Amounts.
b. With respect to amounts attributable to the Non-Matched Deferred
Amount, one hundred percent (100%) of the amount attributable to insurance
acquired by the Company attributable to the Non-Matched Deferred Amount.
c. Notwithstanding the forgoing, the death benefit hereunder shall be
equal to the sum of Deferred Amounts and Non-Matched Deferred Amounts made by
the Participant under this Plan, if the Participant commits suicide, while sane
or insane, within 2 years: (I) from the date of issue of any life insurance
policy purchased on the life of the Participant pursuant to Section 11; (II)
from the Participant's date of entry into this Plan, if no such policy is
purchased; or (III) fraudulent misrepresentations of any facts material to any
application for such insurance are discovered. This provision shall apply
independently to each and every life insurance policy purchased on the life of
the Participant.
11. INSURANCE. The death benefit provided for in Section 10 may be provided by
the purchase by the Company of one or more insurance policies on the life of the
Participant. The Participant shall cooperate fully with the Company and any
insurance company in applying for such insurance by submitting to all necessary
medical examinations and by submitting such information as may be required by
the Company or the insurance company from which the Company intends to purchase
the insurance. The insurance company issuing any policy of insurance to the
Company shall not be a party to this Plan and shall be bound only by the terms
of the insurance policies issued by it. The cost of any insurance under a policy
purchased by the Company on the life of a Participant, as opposed to amounts
deposited by the Company with the insurance company for investment, shall be
debited to the Participant's Deferred Compensation Account, and, prior to the
time the Participant has a Termination of Service:
a. The Company shall be the beneficiary of the insurance policy, and the
Company shall keep possession of the insurance policy;
b. All premiums due on the insurance policy shall be paid by the Company
from the Participant's Deferred Compensation Account, but shall in no event
exceed the Participant's Deferred Compensation Account;
c. In the event of the death of the Participant, the Company, its
successors or assigns, shall be entitled to receive the insurance proceeds under
the insurance policy; and
d. The Company shall have each and every right of ownership of such
insurance policy.
If any insurance policy is transferred by the Company to a grantor trust as
described in Section 15, the trust shall be substituted for the term "Company"
for purposes of this Section.
12. BENEFICIARY. At the time a Participant elects to defer Compensation
pursuant to this Plan, he shall designate on a form prescribed by the Plan
Committee a Beneficiary or Beneficiaries for any amount which may become payable
under the Plan in the event of his death. Any such designation may be changed
by a Participant at any time by filing a new Beneficiary designation on a form
prescribed by the Plan Committee. The most recent Beneficiary designation filed
by a Participant shall be controlling at the time of the Participant's death.
13. AMENDMENT OR TERMINATION. The Board of Directors may amend or terminate
this Plan at any time, for any reason, including, but not limited to, a
determination by the Board of Directors that changes in the tax laws or
accounting principles negate or diminish the continued value of the Plan. No
amendment or termination shall adversely affect any then existing Deferred
Compensation Accounts or rights under this Plan.
14. EXPENSES. The expenses of administering the Plan and any grantor trust
described in Section 15 shall be borne by the Company. Other expenses shall be
borne by the Company but shall be debited to the applicable Participant's
Deferred Compensation Account.
15. NO TRUST. No action by the Company or its Board of Directors under this
Plan shall be construed as creating a trust, escrow or other secured or
segregated fund or other fiduciary relationship of any kind in favor of any
Participant, his Beneficiary, or any other persons otherwise entitled to his
Deferred Compensation Account, nor shall any of said persons have rights under
any agreement or insurance policy in connection therewith between the Company
and the insurance company. The status of the Participant and his Beneficiary
with respect to any liabilities assumed by the Company hereunder shall be solely
those of unsecured creditors of the Company. Any insurance policy or any other
asset acquired or held by the Company in connection with liabilities assumed by
it hereunder, shall not be deemed to be held under any trust, escrow or other
secured or segregated fund or other fiduciary relationship of any kind for the
benefit of the Participant or his Beneficiaries or to be security for the
performance of the obligations of the Company, but shall be, and remain a
general, unpledged, unrestricted asset of the Company at all times subject to
the claims of general creditors of the Company. Notwithstanding the foregoing,
the Company may transfer assets, including any insurance policies to a grantor
trust of the type known as a "Rabbi Trust" with the Company as grantor and owner
of such trust but with no Participant or Beneficiary having any right therein
other than as a general creditor of the Company.
16. NO ASSIGNABILITY. Neither the Participant nor any other person shall
acquire any right to or interest in any amount awarded to the Participant,
otherwise than by actual payment in accordance with the provisions of this Plan,
or have any power, voluntarily or involuntarily, to transfer, assign,
anticipate, pledge, mortgage or otherwise encumber, alienate or transfer any
rights hereunder in advance of any of the payments to be made pursuant to the
Plan or any portion thereof. With respect to an insurance policy, neither the
Participant nor his spouse nor any Beneficiary shall have any rights to
transfer, assign, anticipate, pledge, mortgage or otherwise encumber, alienate
or transfer any rights thereunder in advance of any right to receive any
payments under the insurance policy, which payments and the rights thereto are
hereby expressly declared to be non-assignable and non-transferable.
17. WITHHOLDING. The Company shall comply with all federal and state laws and
regulations respecting the withholding, deposit and payment of any income or
employment taxes relating to payments from Deferred Compensation Accounts under
this Plan.
18. NO IMPACT ON DIRECTORSHIP OR EMPLOYMENT. This Plan shall not be construed
to confer any right on the part of a Participant to be or remain a Director or
employee of the Company or to receive any, or any particular rate of,
Compensation.
19. INTERPRETATIONS. Interpretations of, and determinations related to, this
Plan made by the Plan Committee in good faith, including any determinations of
Deferred Amounts or Deferred Compensation Account balances, shall be conclusive
and binding upon all parties; and the Company and the Plan Committee shall not
incur any liability to a Participant for any such interpretation or
determination so made or for any other action taken by it in connection with
this Plan. This Plan under no circumstances shall be deemed a contract of
insurance.
20. SUCCESSORS AND ASSIGNS. This Plan shall be binding on and inure to the
benefit of the Company and the Participants and their Beneficiaries, and their
respective heirs and assigns.
21. APPLICABLE LAW. The provisions of the Plan shall be construed,
administered and enforced according to the laws of the State of California.
22. NOTICE. In the event of a Participant's termination, retirement or death,
he or his Beneficiary, as the case may be, should notify the Company promptly,
and the Company will then provide a claimant's statement form for completion
which should be returned to the Company, together with an official death
certificate, if applicable. In the event that any claim hereunder is denied,
the Company will provide adequate notice in writing to such Participant or
Beneficiary, setting forth the specific reason for such denial and, in addition,
the Company will afford reasonable opportunity for a full and fair review of
those reasons.
SYNCOR INTERNATIONAL CORPORATION:
By:
___________________________________
Gene R. McGrevin, President and CEO
EXHIBIT 10.12
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of the 21st day of July, 1993
between Syncor International Corporation (hereinafter sometimes referred to as
"Employer") and Robert G. Funari (hereinafter sometimes referred to as
"Corporate Officer").
In consideration of the mutual premises hereinafter set forth, the parties
hereto agree as follows:
1. Employment. Employer agrees to employ Corporate Officer and
Corporate Officer agrees to serve Employer, upon the terms and conditions
hereinafter set forth.
2. Term. Unless earlier termination in accordance with this Agreement,
the employment of Corporate Officer hereunder shall commence on August 9, 1993
and shall continue for a period of approximately two (2) years ending August 31,
1995. Between May 31, 1995 and August 31, 1995, the parties agree to negotiate
in good faith in an attempt to reach agreement on the terms and conditions of an
extension of this Agreement.
3. Duties. During the term of this Agreement, Corporate Officer shall be
engaged as the Executive Vice President of Employer. Corporate Officer's powers
and duties in such capacity will be those determined by the President and Chief
Executive Officer. The Corporate Officer shall report to the President and
Chief Executive Officer. If Corporate Officer is elected or appointed to an
office with any of Employer's subsidiaries or affiliates during the term of this
Agreement, the Corporate Officer will serve in such capacity or capacities
without additional compensation.
4. Extent of Services. During the term of this Agreement Corporate
Officer shall devote substantially the Corporation Officer's entire working
time, attention, and energies to the business of Employer, and shall not during
the term of service be actively engaged in any other business activities.
However, this shall not be construed as preventing Corporate Officer from
investing the Corporate Officer's personal assets in such form or manner as may
require occasional or incidental services on the part of Corporate Officer in
the management, conservation and protection of such investments and provided
that such investments cannot be construed as being competitive or in conflict
with the business of Employer.
5. Compensation.
5.1 Base Salary. Employer shall pay Corporate Officer during the
Corporate Officer's term of service hereunder, as compensation for the Corporate
Officer's Services, the sum of Two Hundred Ten Thousand Dollars ($210,000.00)
per year (sometimes hereinafter referred to as the "base salary"), payable in
biweekly or other installments in accordance with the general practices of the
employer. Such base salary shall be reviewed and may be increased at each
annual review by the Board of Directors at the meeting of the Board which
coincides with Employer's annual shareholders' meeting.
5.2 Sign-On Bonus. In addition Employer shall pay Corporate Officer a
sign-on bonus of Twenty Five Thousand Dollars ($25,000.00) payable on August 9,
1993,
5.3 Performance Bonus.
5.3.1 In order to establish a basis for payment of a bonus, if any, a set
of objectives both quantitative and qualitative shall be recommended by
Corporate Officer and reviewed and approved by the President and Chief Executive
Officer and by the Board of Directors at the beginning of each fiscal year. In
the event that the President and Chief Executive Officer and the Board do not
approve the objectives recommended by Corporate Officer and a set of objectives
cannot be mutually agreed upon the bonus will be determined by the Board of
Directors in its sole discretion. Typical quantitative objectives may include
among other things; Return on Investment, Profitability and Earnings per Share.
Typical qualitative objectives may include among other things, employee
turnover, customer service, staffing and team building.
5.3.2 To the extent that Employer achieves all of the Board approved
objectives for any just completed fiscal year, the Employer may pay to Corporate
Officer a bonus in the range of 60% to 100% of base salary earned by Corporate
Officer during said year. Compliance or noncompliance with objectives shall not
be cause for any adjustment in Corporate Officer's base salary.
5.3.3 Determination of percentile performance shall be made by the
Compensation Committee of the Board of Directors after consultation with the
President and Chief Executive Officer and with the Corporate Officer. The
results for these discussions shall be reported to the full Board and the
ultimate determination by the Board shall be final and binding.
5.3.4 As part of the foregoing bonus Employer shall pay Corporate Officer
for its 1994 fiscal year a guaranteed bonus of $40,000 payable on August 9, 1993
which amount shall be deducted from the bonus determined as set forth above.
5.4 Stock Options.
5.4.1 The Employer hereby grants Corporate Officer stock option rights
pursuant to the current Employer plan for 100,000 common shares in accordance
with Employer's standard stock option agreement with the agreement commencement
date on April 19, 1993 at an exercise price of $17 1/8 per share but contingent
on the Corporate Officer becoming employed by Employer with delivery on August
9, 1993. All other terms and conditions of the options shall be in accordance
with the terms and conditions of the options be in accordance with the terms of
Employer's 1990 Master Stock Option Plan. All shares of common stock subject to
be received by Corporate Officer upon exercise of stock options are currently
fully registered and tradable in the National Association of Securities Dealers
National Market System and Employer shall use its best efforts to maintain such
current registration. This commitment shall apply to any other exchange or
trading market on which the Employer's common stock is listed for trading.
5.4.2 At each Board of Directors meeting coinciding with the Employer's
annual shareholders' meeting the President and Chief Executive Officer and the
Compensation Committee shall consider the adequacy of Corporate Officer's then
existing stock options. If in the Board of Directors' sole discretion
additional options are warranted, they shall be granted with terms and
conditions which the Board deems appropriate and at all time consistent with the
company's then existent stock option plans.
5.5 Relocation Allowance. Employer shall provide Corporate Officer
Employer's Homeowners's Full Relocation Package to assist Corporate Officer to
relocate from Northern California to the Los Angeles area.
5.6 Benefits.
5.6.1 The Corporate Officer shall be entitled to the same benefits
generally provided to other executives of Employer of comparable rank and
responsibilities as well as those generally provided to all officers of Employer
in accordance with the policies of the Board of Directors from time to time.
5.6.2 In the event of Corporate Officer's death, the Employer shall
compensate or provide the designated beneficiaries of Corporate Officer with the
benefits accrued or vested under any compensation and/or other benefit plan of
the Employer in which Corporate Officer was a participant as of the date of his
death.
5.7 Loan. Employer shall provide Corporate Officer a loan documented by
its standard promissory note on August 9, 1993 for Two Hundred Thousand Dollars
($200,000.00) payable on or before May 31, 1994 with no interest during its
first ninety (90) days and then interest at the rate payable by Employer to Bank
of America on the ninety first (91) day.
6. Expenses. During the term of employment provided for herein, Employer
shall pay or reimburse Corporate Officer, in accordance with its standard
policy, upon submission of vouchers by the Corporate Officer for all out-of-
pocket expenses for entertainment, travel, living, and the like, incurred by the
Corporate Officer in the interest of Employer's business.
7. Termination.
7.1 Termination Events. Subject to the provisions of Paragraph 7.2 of
this Section, this Agreement shall terminate:
7.1.1 Upon death of Corporate Officer.
7.1.2 At the option of the Employer if Corporate Officer shall become
disabled and remain disabled for a period of six (6) months. Disability shall
be defined as Corporate Officer's inability through illness or other cause to
perform his normal work load as measured by the twelve (12) months preceding the
commencement of such disability. During such disability Corporate Officer shall
be compensated in accordance with Employer's standard policy regarding
disability.
7.1.3 Upon mutual agreement.
7.1.4 By the Employer for "cause", which shall be defined exclusively for
purposes of the Agreement to mean one or more of the following events:
(a) A material breach of this Agreement by the Corporate Officer, provided
such breach is continuing for a period of thirty (30) days after
Employer has given notice of breach, and such breach is not cured by
corporate Officer during such period.
(b) Corporate Officer shall be adjudicated a bankrupt or be convicted of a
felony crime punishable by imprisonment.
(c) Corporate Officer shall engage in an activity that constitutes a
conflict of interest with the Employer and such activity has not been
approved by a disinterested majority of the Board of Directors after
full disclosure thereof.
7.2 Consequences of Termination.
7.2.1 Upon death of Corporate Officer, all base salary payments under
Section 5.1 and bonus payments provided by Section 5.3 shall be prorated and
paid to the date of death. Payments required by Section 5.5 shall be paid in
full. Employee benefits shall be governed by Section 5.6.2 hereof.
7.2.2 If the Employer terminates the Corporate Officer because of the
disability of the Corporate Officer, such termination will be treated the same
as a termination due to death under section 7.2.1 with the termination date
being the date specified by the Employer after the six month disability period.
7.2.3 Upon termination by mutual agreement under Section 7.1.3 or for
cause under Section 7.1.4, the Corporate Officer shall be paid all salary, but
no bonus, prorated to the date of termination, and shall forfeit any non-vested
Employer stock options or other employee benefits that are forfeitable upon the
kind of termination that occurred.
7.2.4 If Employer shall terminate Corporate Officer for any reason other
than one specified in Section 7.1, Employer shall pay Corporate Officer, all
salary payments required by Section 5.1 for the full remaining term of this
Agreement if the remaining term is at least one year at the salary rate for
Corporate Officer in effect on such date. If the remaining term is less than
one year and Employer shall terminate Corporate Officer for any reason other
than one specified in Section 7.1, Employer shall pay Corporate Officer, all
salary payments required by Section 5.1 for one year from the termination date
at the salary rate for Corporate Officer in effect on such date. If this
Agreement is not extended and Corporate Officer leaves the employment of
Employer on the expiration date of the Agreement or if Corporate Officer
continues as an employee of Employer after the expiration of this Agreement, and
Employer shall terminate Corporate Officer for any reason other than one
specified in Section 7.1, Employer shall pay Corporate Officer all salary
payments required by Section 5.1 for one year from the expiration date or the
termination date, as the case may be, at the salary rate for Corporate Officer
in effect on such date. Employer shall pay Corporate Officer the bonus provided
in Section 5.3 prorated up to the date of termination or the full bonus if all
objectives for the year during which the termination occurred shall have been
met. The Employer shall provide Corporate Officer full and immediate vesting of
all stock options and other employee benefits and coverage under employee
benefits plans of the Employer for the remaining term of this Agreement.
8. General Provisions.
8.1 Secrecy Agreement. The Corporate Officer shall enter into the
Invention, Secrecy and Other matters Agreement attached hereto as Schedule A.
8.2 Employee Handbook. Employer maintains an Employee Handbook which
applies to Employer's employees, including Corporate Officer, and which contains
additional terms and conditions of employment of Corporate Officer. Those terms
and conditions, as they may be revised from time to time by Employer, are
incorporated by reference into this Agreement. In the event any provision of
the Employee Handbook conflicts with a provision of this Agreement, the terms of
this Agreement shall govern.
8.3 Arbitration. In the event (a) Corporate Officer disagrees with an
Employer decision involving Corporate Officer's compensation, position or other
personal employment condition or (b) there is a dispute arising out of the
separation of Corporate Officer from employment by Employer then such
disagreement or dispute shall first tried to be resolved by the problem solving
procedure in the Employer Employee Handbook. If such disagreement or dispute is
not resolved by such problem solving procedure, then it shall be resolved by
binding arbitration, at the request of either party, in accordance with the
rules of the American Arbitration Association. Such rules generally provide
that the arbitration costs are split equally. The arbitrator shall apply the
law of the state of the location of Corporate Officer's employment to the
proceeding. The arbitrator shall have the power to award only actual direct
compensatory damages which excludes punitive damages and the parties waive the
right to recover punitive damages. The arbitrator shall prepare in writing and
provide to the parties an award including factual findings and the reasons on
which the decision is based. The arbitrator shall not have the power to commit
errors of law or legal reasoning, and the award may be vacated or corrected by
judicial review for any such error.
8.4 Notice. Any notice required or permitted to be given under this
Employment Contract shall be sufficient if in writing and sent by certified mail
by Employer to the residence of Corporate Officer, or by Corporate Officer to
Employer's principal office.
8.5 Assignability. This Agreement and the rights, interest and benefits
hereunder shall not be assignable or in any way alienated by Corporate Officer.
Employer shall have the right of assignment and transfer of its rights hereunder
to any successor to the majority of its assets and any such successor shall be
bound by the terms hereof.
8.6 Waiver of Breach. The waiver by Employer or Corporate Officer of a
breach of any provisions of this Agreement by the other shall not operate or be
construed as a waiver of any subsequent breach.
8.7 Entire Agreement. This instrument contains the entire Agreement of
the parties. It may not be changed orally, but only by an agreement in writing,
signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.
8.8 Attorney's Fees. In the event that there shall be any litigation or
court proceeding with respect to this Agreement or the obligations of the
parties hereunder, the prevailing party shall be entitled to recover reasonable
attorney's fees and costs from the other party.
8.9 Governing Law. This Employment Agreement shall be governed by the
laws of California.
IN WITNESS WHEREOF, Employer has caused this Employment Contract to be
executed in its corporate name by its corporate officers thereunto duly
authorized, the Corporate Officer has executed this Employment Contract.
CORPORATE OFFICER
/s/ Robert G. Funari
________________________________
Robert G. Funari
EMPLOYER
SYNCOR INTERNATIONAL CORPORATION
/s/ Gene McGrevin
________________________________
Gene McGrevin
President & Chief Executive Officer
PROMISSORY NOTE
Chatsworth, California September 9, 1993 $200,000.00
For value received, I promise to pay Syncor International Corporation or
order, at its Chatsworth office in this city, the sum of Two Hundred Thousand
Dollars & 00/100 on or before May 31, 1994 plus interest commencing on December
8, 1993 at the rate of six percent (6%).
If this note is not paid when due I promise to pay in addition all costs of
collection and reasonable attorneys' fees incurred by the holder hereof on
account of such collection, whether or not suit is filed hereon.
/s/ Robert G. Funari
________________________________
Robert G. Funari (BORROWER)
EXHIBIT 10.13
SYNCOR INTERNATIONAL CORPORATION
OFFICER DEFERRED COMPENSATION PLAN
WHEREAS Syncor International Corporation desires to retain the services of the
officers and recognizes that the loss of the services of any member of such
group would result in substantial loss to the Corporation; and
WHEREAS Syncor International Corporation desires to recognize the services
rendered in
the past and to be rendered in the future by the officers until the respective
dates of their termination, retirement or death;
NOW THEREFORE, Syncor International Corporation hereby adopts a Deferred
Compensation Plan for the officers as hereinafter set forth.
ARTICLE 1 - DEFINITIONS
1.1 BENEFICIARY: Any person or persons, as designated pursuant to Article
4.1, to whom any benefits may be payable upon the death of a Participant
pursuant to Article 3.2.
1.2 CONSTRUCTION: The masculine gender shall be deemed to include the
feminine and neuter genders; the singular to include the plural; and the
plural to include the singular; in each case where appropriate.
1.3 EFFECTIVE DATE OF PLAN: _______________
1.4 EMPLOYER: Syncor International Corporation, any subsidiary thereof which
participates in this Plan and which employs a Participant, any predecessor
corporation or business, and any corporation or business which was merged
into or consolidated with or substantially all of whose assets were
acquired by the corporation, that elects to continue this Plan.
1.5 COMPENSATION COMMITTEE: The Compensation Committee of the Employer's
Board of Directors.
1.6 PARTICIPANT: A Participant shall be an officer of the Employer who is so
designated by the Compensation Committee and who has executed an
application for participation pursuant to Article 2.1.
1.7 PLAN: The Plan shall consist of this document and any amendments thereto.
1.8 PLAN YEAR: The first plan year shall be from _______________ to
_______________. Thereafter, the plan year shall be from _______________
to _______________.
ARTICLE 2 - PARTICIPATION
2.1 Eligibility for participation in this Plan shall be restricted to the
officers of the Employer and who are designated as Participants in this
Plan by the Compensation Committee. An officer so eligible shall become a
Participant by filing with the Employer a written application for
participation in a form satisfactory to the Employer, within thirty (30)
days of the date when he is first notified, in writing, that he is
eligible to participate.
2.2 A Participant shall continue to be covered by this Plan until the earliest
date on which any of the following events occur:
a. The Plan is terminated pursuant to Article 5.1;
b. Termination of employment.
ARTICLE 3 - BENEFITS
3.1 TERMINATION OR RETIREMENT BENEFIT: If a Participant's coverage under this
Plan ceases for any reason, he shall be paid a lump sum Benefit. This
Benefit will be equal to $15,000 for each year of participation under the
Plan. A Participant will be credited with a year of participation if he is
employed by the Employer on the first day of each plan year.
This payment shall be made in a lump sum within thirty (30) days following
such termination or retirement.
3.2 DEATH BENEFITS: If a Participant should die while a Participant under the
Plan his Beneficiary shall be paid a lump sum Benefit. This Benefit will
be equal to the amount which would have been paid to the Participant had
he terminated from the Plan on the date of death.
This payment shall be made in a lump sum within thirty (30) days following
the date the Employer receives the claimant's statement form pursuant,to
Article 6.5.
The Employer shall have full discretion to determine the amount to be paid
in accordance with this Article.
3.3 DISABILITY: The Employer is empowered to accelerate the payment of
benefits to a Participant in the event the Employer determines that the
Participant has become totally disabled in that he is prevented from
engaging in any suitable gainful employment or occupation, based on
medical evidence satisfactory to the Employer, and that such disability
will be permanent and continuous for the remainder of his life.
Payments to a Participant in accordance with this Article shall be made
within thirty (30) days following the date the Employer determines the
Participant is eligible for such payment.
ARTICLE 4 - BENEFICIARY
4.1 Upon applying for participation in the Plan, each Participant shall
designate on a form satisfactory to the Employer a Beneficiary or
Beneficiaries for any benefits which may become payable hereunder in the
event of his death. Any such Beneficiary can be changed by a Participant
upon giving written notice to the Employer.
4.2 The Beneficiary will be the person or persons named in the Beneficiary
designation most recently filed with the Employer at the time of the
Participant's death.
ARTICLE 5 - AMENDMENT AND TERMINATION
5.1 The Employer reserves the right to amend, in writing, or to terminate this
Plan at any time, with or without notice; provided, however, that no such
action shall reduce the amount accrued by any Participant or Beneficiary
under the Plan prior to the date of amendment or termination.
ARTICLE 6 - MISCELLANEOUS
6.1 The Plan shall under no circumstance be deemed to have any effect upon the
terms or conditions of employment of any employee of the Employer whether
or not he is a Participant hereunder. The establishment and maintenance of
this Plan shall not be construed as creating or modifying any contract
between the Employer and its officers, nor is it in lieu of any other
benefits.
6.2 Participation by any officer in this Plan shall not give such person the
right to be retained in the employ of the Employer or any right or
interest in this Plan other than as provided herein.
6.3 Benefits under this Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge or
encumbrance by any Participant or Beneficiary and any attempt to do so
shall be null and void. Benefits under this Plan shall not be subject to
or liable for the debts, contracts, liabilities, engagements or torts of
any Participant or any Beneficiary, nor may the nuel be subject to
attachment or seizure by any creditor of any Participant or any
Beneficiary under any circumstances.
6.4 The Employer, at its sole discretion, shall have the right to waive any
provision hereof.
6.5 In the event of a Participant's termination, retirement or death, he or
his Beneficiary, as the case may be, should notify the Employer promptly,
and the Employer will then provide a claimant's statement form for
completion which should be returned to the Employer, together with an
official death certificate, if applicable In the event that any claim
hereunder is denied, the Employer will provide adequate notice, in
writing, to such Participant or Beneficiary, setting forth the specific
reason for such denial and, in addition, the Employer will afford
reasonable opportunity for a full and fair review of those reasons.
6.6 For purposes of Title I of ERISA, this Plan is intended to qualify as an
unfunded plan maintained primarily for the purpose of providing deferred
compensation for the officers and shall be interpreted accordingly.
No action by the Employer or its Board of Directors under this Plan shall
be construed as creating a trust, escrow or other secured or segregated
fund or other fiduciary relationship of any kind in favor of any
Participant, his Beneficiary, or any other persons otherwise entitled to
his plan benefits The status of the Participant and his Beneficiary with
respect to any liabilities assumed by the Employer hereunder shall be
solely those of unsecured creditors of the Employer. Any asset acquired or
held by the Employer in connection with liabilities assumed by it
hereunder, shall not be deemed to be held under any trust, escrow or other
secured or segregated fund or other fiduciary relationship of any kind for
the benefit of the Participant or his Beneficiary or to be security for
the performance of the obligations of the Employer, but shall be, and
remain a general, unpledged, unrestricted asset of the Employer at all
times subject to the claims of general creditors of the Employer.
6.7 The Plan shall be administered by the Employer. The Employer shall have
the exclusive authority and responsibility for all matters in connection
with the operation and administration of the Plan. The Employer's powers
and duties shall include, but not be limited to, the following: (a)
responsibility for the compilation and maintenance of all records
necessary in connection with the Plan; (b) authorizing the payment of all
benefits under the Plan and expenses of the Plan; (c) authority to engage
such legal, accounting and other professional services as it may deem
proper; (d) discretionary authority to interpret the Plan; and (e)
discretionary authority to determine eligibility for benefits under the
Plan and to resolve all issues of fact and law in connection with such
determination. Decisions by the Employer shall be final and binding upon
all the parties.
The Employer, from time to time, may allocate to other persons or
organizations any of its rights, powers, and duties with respect to the
operation and administration of the Plan. Any such allocation shall be
reviewed from time to time by the Employer; shall, unless the Employer
specifies otherwise, carry such discretionary authority as the Employer
possesses regarding the matter; and shall be terminable upon such notice
as the Employer, in its sole discretion, deems reasonable and prudent
under the circumstances.
6.8 Any payment to a Participant or Beneficiary or the legal representative of
either, in accordance with the terms of this Plan shall to the extent
thereof be in full satisfaction of all claims such person may have against
the Employer. The Employer may require such payee, as a condition to such
payment, to execute a receipt and release therefore in such form as shall
be determined by the Employer.
6.9 The Plan shall be construed, administered, and governed in all respects in
accordance with the laws of the State of California to the extent not
preempted by ERISA. If any provision of this Plan shall be held by a court
of competent jurisdiction to be invalid or unenforceable, the remaining
provisions shall continue to be fully effective.
ACKNOWLEDGED:
________________________________________ ___________________________
Syncor International Corporation Date
EXHIBIT 10.14
RESOLUTION: SPLIT OWNERSHIP/SPLIT DOLLAR PLAN
WHEREAS, Gene McGrevin, President, has contributed substantially to the success
of this Corporation; and
WHEREAS, the Corporation desires that Gene McGrevin continue in the employ of
the Corporation; and
WHEREAS, to retain the services of Gene McGrevin, the Corporation desires to
assist in establishing an adequate life insurance program;
RESOLVED, THEREFORE, that the Secretary and/or Treasurer of this Corporation is
hereby authorized and directed to receive on behalf of the Corporation and by
way of Assignment, a limited ownership right in a certain life insurance policy
of $2,000,000 Specified Amount, issued to Gene McGrevin by John Hancock Variable
Life, on the life of Gene McGrevin, and to contribute an annual premium equal to
$60,000 per year for a period of ten consecutive years.
Such Assignment shall provide that the Corporation will be reimbursed from the
policy values in an amount equal to its cumulative premium contributions, upon
the happening of any one of the following events:
a. Upon Death Of The Insured;
b. Upon The Policy-Owner's Cancellation Of The Policy;
c. Upon The Policy-Owner's Request For Release Of The Corporation's
Interest
BE IT FURTHER RESOLVED, that ________________________________, a duly authorized
officer, is expressly authorized to execute such assignment, to contribute, the
resultant premium share, to exercise all policy rights conferred by said
assignment and to perform all necessary and proper acts required by the Insurer
and the policy owner in the maintenance of this Life Insurance Split-Ownership
Plan.
Date:____________________ Name:___________________________
Title:__________________________
SPLIT OWNER/SPLIT DOLLAR ASSIGNMENT
Gene McGrevin, hereinafter referred to as "Owner," has this date applied to John
Hancock Variable Life for life insurance in the specified amount of $2,000,000
on the life of Gene McGrevin, the Insured. Syncor International Corporation, of
Chatsworth California, hereinafter referred to as "Assignee-Owner," desires to
assist Owner in establishing and maintaining the above-described policy on the
life of Gene McGrevin. Therefore, Assignee-Owner agrees to receive, by way of
this Assignment, a limited policy ownership and to pay corresponding premiums
under the Split Dollar variation set forth below.
I. SPLIT DOLLAR VARIATION
EMPLOYER-PAY-ALL: An annual premium of $60,000 per year for a period of
ten consecutive years.
II. LIMITED POLICY OWNERSHIP RIGHTS
Owner, upon acceptance by John Hancock Variable Life of the insurance
applied for above, does thereupon assign, transfer and set over to
Assignee-Owner (its successors or assigns), a specific and limited
policy ownership interest in said policy in consideration of the premium
payment paid by the Assignee-Owner as of the date of issue (receipt of
which is hereby acknowledged), and in consideration of such subsequent
premium payments made upon each future premium due date.
Assignee-Owner, alone, will, to the extent of its policy interest,
receive from the Owner an amount equal to such interest upon surrender
or cancellation of the policy by the Owner, or receive such interest
from the death proceeds, upon the death of the Insured.
III. ASSIGNEE-OWNER'S "POLICY INTEREST" -- DEFINED
Assignee-Owner's interest in the policy shall be an amount equal to its
cumulative premium contributions under the Split Dollar variation set
forth earlier. Should the Assignee-Owner elect to continue premiums
beyond ten years, in any amount, as determined by Assignee-Owner, then,
in such event, the Assignee-Owner's "policy interest" shall be increased
in corresponding dollar amount. Should the owner elect to borrow or
withdraw policy values in accordance with Article IV in order to repay
Assignee-Owner a portion of its policy interest, then Assignee-Owner's
policy interest shall be reduced accordingly.
A. Upon Death Of Insured
In the event of the Insured's death, Assignee-Owner's policy
interest shall be an amount equal to the cumulative premium
payments made by the Assignee-Owner to the Insurer, under the
Split Dollar arrangement set forth above.
B. Upon Owner's Cancellation or Termination Of The Policy
In the event the Owner elects to surrender or cancel the policy,
Assignee-Owner shall receive an amount equal to the lesser of:
the cumulative premiums paid under the Split Dollar arrangement.
or the policy's cash surrender value.
IV. OWNER'S RETAINED INCIDENTS OF OWNERSHIP
Except as to the limited policy ownership rights specifically granted
Assignee-Owner herein, Owner retains all incidents of ownership
(including the right to surrender or cancel the policy and the right to
borrow or withdraw against the policy except as limited below).
Owner's right to withdraw from the policy cash values under the policy's
"Partial Surrender Provision," (which is defined as "the cash value,
less any indebtedness, less the cost of insurance until the next monthly
anniversary"), shall be limited to such "partial surrender value," as
above defined, reduced by the cumulative premiums paid by Assignee-Owner
under the Split Dollar arrangement set forth above, and subject to any
policy surrender limitations.
Owner's rights to borrow or withdraw policy values under the "policy
surrender provision" are expressly prohibited during the first ten
policy years. After such time period has passed, the Owner shall be free
to borrow or withdraw policy values amounts as may be required to repay
the Assignee-Owner to the extent of its policy interest as more fully
described in Article III. Until Assignee-Owner is fully repaid to the
extent of its policy interest, Owner shall not be permitted to borrow or
withdraw policy values.
V. ASSIGNEE-OWNER'S COOPERATION
If the above described policy is in the possession of the Assignee-
Owner, Assignee-Owner will, upon notice and request, forward the policy
without reasonable delay to the Insurer, if required by the Insurer for
any policy transaction or change.
VI. INSURER ACTION
The Insurer is hereby authorized to recognize either the Assignee-Owner
or the Owner's claims to rights as defined hereunder without
investigating the reason for such action or the validity or the amount
of their respective interest hereunder. The Insurer provides this
assignment form solely for the convenience of its policyholders and
their counsel and is not responsible for its legal or tax validity or
effect. Insurer shall not be responsible to account for the actual
premium contributions of the parties hereunder, but shall rely solely
upon the written declaration of the parties in any distribution or
settlement of the policy's lifetime or death values. Any actions taken
by the Insurer in accordance with the policy, any policy endorsements of
this assignment shall fully discharge it from all claims, suits and
demands of all persons whatsoever.
VII. RELEASE OF ASSIGNEE-OWNER'S LIMITED OWNERSHIP INTEREST
Upon Owner's request and upon full payment to the Assignee-Owner of its
policy interest in the Split Dollar policy, Assignee-Owner agrees to
release and re-assign its Split Dollar ownership rights to the Owner.
Assignee-Owner, its successors and assigns, agree (solely for the
purposes of facilitating payment and release of its limited policy
ownership), that Owner (or assignees) may borrow or withdraw from the
policy cash values subject to the restrictions described in Article IV.
VIII. PREMIUM NOTICES
Notices are to be sent to the Assignee-Owner.
IN WITNESS WHEREOF, the undersigned Owner and Assignee-Owner have executed this
Assignment this ______ day of ______________, 19__, at ______________________.
_____________________________ ________________________________
Witness Gene McGrevin
_____________________________ ________________________________
Witness Syncor International Corporation
Policy #003161211, John Hancock Variable Life
Insured: Gene McGrevin
Owner: Gene McGrevin
Owner-Assignee: Syncor International Corporation
This was approved and recorded by John Hancock Variable Life on
____________________, 19__.
By:______________________________
SPECIMEN EMPLOYER COVER LETTER TO
EXECUTIVE REGARDING ERISA COMPLIANCE
Date: _______________________________
To: _______________________________
From: _______________________________
ERISA COMPLIANCE
The life insurance split ownership arrangement you recently entered into with
your employer is considered a "split dollar" arrangement as that term has been
defined in Rev. Rul. 64-328 and related rulings.
The Employee Retirement Income Security Act of 1974 (ERISA) considers split
dollar plans a "welfare benefit," but exempts such plans from compliance with
most of the Act's provisions.
Three ERISA provisions would nevertheless seem to apply to Split Dollar Plans:
1. Reporting and Disclosure (Summary Plan Descriptions)
2. Fiduciary Responsibility
3. Administration and Enforcement
REPORTING AND DISCLOSURE: Generally, regulatory provisions under Part I of the
Act are inapplicable under the "fewer than 100 participants" exemption. Only one
aspect of Part I appears to apply to split dollar plans -- "Summary Plan
Descriptions." Since the essentials of a summary plan description are included
within the ASSIGNMENT FORM creating the split dollar arrangement and the WRITTEN
AND COMPUTER-PREPARED ILLUSTRATIONS your receipt of these documents (or photo
copies thereof) should constitute compliance.
FIDUCIARY RESPONSIBILITY: Part 4 ERISA requires the following for all "welfare
plans":
1. A named fiduciary or fiduciaries who have authority to control and
manage the operation of the plan.
2. A procedure for carrying out a funding policy and method.
3. A procedure for allocation of responsibilities.
4. A procedure for amending the plan.
5. A basis upon which payments are made to and from the plan.
Language to satisfy these Part 4 requirements is included in the attached "SPLIT
DOLLAR ERISA PROVISIONS."
ADMINISTRATION AND ENFORCEMENT: Part 5 of ERISA requires a "claims procedure."
Language to satisfy this provision is likewise included in the attached "SPLIT
DOLLAR ERISA PROVISIONS."
SUMMARY
The split dollar arrangement provided you offers an extremely valuable fringe
benefit at nominal costs to you. Your receipt of reproduced copies of the: SPLIT
OWNERSHIP ASSIGNMENT: COMPUTER AND WRITTEN PROPOSALS: and the attached SPLIT
DOLLAR ERISA PROVISIONS should fully inform you of all your rights and
privileges under this special, additional fringe benefit.
________________________________________
Corporation
SPLIT DOLLAR ERISA PROVISIONS
A Split Dollar Fringe Benefit for Gene McGrevin, was established through a
special Split-Owner Assignment by and between, Gene McGrevin and Syncor
International Corporation on _________________________________________, 19__.
This Supplemental Agreement and the terms of the Split Owner-Assignment (the
provisions of which are hereby incorporated by reference, as though fully
restated), are intended to meet the requirements of "ERISA '74."
I. NAMED FIDUCIARY AND PLAN ADMINISTRATOR
(Corporate Officer) is hereby designated the "Named Fiduciary" and Plan
Administrator.
II. FUNDING
The funding policy for the Split Dollar arrangement shall be to maintain
the subject policy in force by paying, when due, all premiums required.
III. AMENDMENT
The Split Dollar plan may be amended at any time and from time to time,
by a written instrument executed by the Policy Owner and the
Corporation.
IV. BASIS OF PREMIUM PAYMENTS AND BENEFITS
Payments to and from the Split Dollar Plan adopted herein shall be in
accordance with the provisions of the Split Ownership Assignment,
described above.
V. CLAIMS PROCEDURE FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR
PLAN
A. Claim forms or claim information as to the subject policy can be
obtained by contacting:
Thomas E. Miller, CLU, ChFC, CFP
3 Imperial Promenade
Suite 100
Santa Ana, CA 92707
When the named fiduciary has a claim which may be covered under
the provisions described in the insurance policy, he should
contact the agent or agency named above, who will either complete
a claim form and forward it to the Insurer or advise the named
fiduciary what further requirements are necessary. The Insurer
will evaluate the claim and make a decision as to payment within
90 days of the date the claim is received by the Insurer. If the
claim is payable, a benefit check will be issued to the named
fiduciary and forwarded through the office or person named above.
If for any reason a claim for benefits under the policy is denied
by the Insurer, the Insurer will notify the named fiduciary of the
denial. Such notification will be made in writing, within 90 days
of the date the claim is received, and will be transmitted through
the office of the agent or agency named above. The notification
will include the specific reasons for the denial, as well as
specific reference to the policy provisions upon which the denial
is based. The named fiduciary will also be informed as to the
steps which may be taken to have the claim denial reviewed.
A decision as to the validity of a claim will ordinarily be made
within 10 working days of the date the claim is received by the
Insurer. Occasionally, however, certain questions may prevent the
Insurer from rendering a decision on the validity of the claim
within the specific 90-day period. If this occurs, the named
fiduciary will be notified of the reasons for the delay, as well
as the anticipated length of the delay, in writing and through the
office of the agent or agency named above. If further information
or other material is required, the named fiduciary will be so
informed.
If the named fiduciary is dissatisfied with the denial of the
claim, or the amount paid, he has 60 days from the date he
receives notice of a claim denial to file his objections to the
action taken by the Insurer. If the named fiduciary wishes to
contest a claim denial, he should notify the agent or agency named
above, who will assist in making inquiry to the Insurer. All
objections to the Insurer's actions should be in writing and
submitted to the agent or agency named above for transmittal to
the Insurer.
The Insurer will review the claim denial and render a decision on
the claim denial. The named fiduciary will be informed in writing
of the decision of the Insurer within 60 days of the date the
claim request is received by the Insurer. This decision will be
final.
B. Once a decision has been rendered as to the distribution of
proceeds under the claim procedure described above as to the
policy, claims for any benefits due under the Plan or the
surrender of the policy may be made in writing by the corporation
or the corporation's designated beneficiary, and policy owner or
their designated beneficiary, as the case may be, to the named
fiduciary.
In the event a claim for benefits is wholly or partly denied or
disputed, the named fiduciary shall within a reasonable period of
time, after receipt of the claim, notify the corporation or the
corporation's designated beneficiary, and policy owner or their
designated beneficiary as the case may be of such total or partial
denial or dispute listing:
(a) The specific reason or reasons for the denial or dispute;
(b) Specific reference to pertinent plan provisions upon which
the denial or dispute is based;
(c) A description of any additional information necessary for
the claimant to perfect the claim, and an explanation of why
such material or information is necessary; and
(d) An explanation of-the plan's review procedure. Within 60
days of denial or notice of claim under the plan, a claimant
may request that the claim be reviewed by the named
fiduciary in a full and fair hearing. A final decision shall
be rendered by the named fiduciary within 60 days after
receipt of request for review.
This supplemental agreement was executed at _____________________________, this
_________________ day of ____________, 19__.
__________________________________ __________________________________
Witness Witness
__________________________________ __________________________________
Witness Witness
EXHIBIT 10.15
SYNCOR INTERNATIONAL CORPORATION
1990 MASTER STOCK INCENTIVE PLAN
AWARD AGREEMENT
Name of Participant :
Address of Participant :
Social Security Number :
Number of Shares :
Exercise Price Per Share :
Award Date :
Expiration Date :
WHEREAS, pursuant to the Corporation's 1990 Master Stock Incentive
Plan (the "Plan"), the Participant has been granted an Incentive Stock Option
(the "Option" or "Award") to purchase shares of Common Stock of the Corporation
upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, the Participant and the Corporation agree as follows:
1. GRANT OF OPTION. The Corporation has granted to the Participant
as a matter of separate inducement and agreement in connection with his or her
employment, and not in lieu of any salary or other compensation for his or her
services, the right and option to purchase, in accordance with the Plan and on
the terms and conditions of the Plan and those hereinafter set forth, all or any
part of the number of shares of Common Stock stated above (the "Common Stock")
at the price stated above (the "Price"), exercisable from time to time subject
to the provisions of this Award Agreement prior to the close of business on the
Expiration Date stated above.
2. EXERCISABILITY OF OPTION. Except as otherwise provided in the
Plan or this Award Agreement, the Option shall become exercisable from time to
time as follows: (i) 25% of the Common Stock shall become purchasable twelve
months after the Award Date; (ii) an additional 25% of the Common Stock shall
become purchasable twenty-four months after the Award Date; (iii) an additional
25% of the Common Stock shall become purchasable thirty-six months after the
Award Date; and (iv) an additional 25% of the Common Stock shall become pur-
chasable forty-eight months after the Award Date; provided, however, that the
Option may not be exercised as to less than 10 shares at any one time unless the
number of shares purchased is the total number at the time available for
purchase under an installment of the Option. If the Participant does not, in
any given installment period, purchase all of the shares which he or she is
entitled to purchase in such installment period, the Participant's right to
purchase any shares not so purchased shall continue until the Expiration Date,
unless theretofore terminated in accordance with the provisions hereof and of
the Plan. The Option may be exercised only as to whole shares.
3. LIMITATION ON TREATMENT OF OPTIONS AS "INCENTIVE" OPTIONS FOR TAX
PURPOSES. Pursuant to Section 422(d) of the Internal Revenue Code of 1986, as
amended, the aggregate Fair Market Value of the stock with respect to which
Incentive Stock Options are exercisable for the first time in any calendar year
(under all plans of the Corporation or its subsidiaries) cannot exceed $100,000
determined as of the dates such options were granted. To the extent that such
aggregate Fair Market Value exceeds $100,000, the number of options treated as
Incentive Stock Options shall be reduced to meet the $100,000 limit, and the
most recently granted options shall be first treated as Nonqualified Options. To
the extent a reduction of simultaneously granted options is necessary to meet
the $100,000 limit, or in the event said aggregate Fair Market Value exceeds
$100,000 in any calendar year as a result of an acceleration of awards pursuant
to Section 6.4 of the Plan or otherwise, the Corporation may, in the manner and
to the extent permitted by law, designate which shares are to be treated as
stock acquired pursuant to the exercise of an Incentive Stock Option.
4. METHOD OF EXERCISE AND PAYMENT. Each exercise of the Option shall
be by means of written notice of exercise duly delivered to the Corporation,
specifying the number of whole shares with respect to which the Option is being
exercised, together with any written statements required pursuant to Section 11
below and payment of the Price made in accordance with Section 2.2 of the Plan.
5. NOT A CONTRACT FOR EMPLOYMENT. Nothing contained in this Award
Agreement or in the Plan shall confer upon the Participant any right to continue
in the employ of the Corporation or constitute any contract or agreement of
employment. The Participant acknowledges that the Corporation has the right to
terminate the Participant at will. Nothing contained in this Award Agreement or
in the Plan shall interfere in any way with the right of the Corporation to
(a) terminate the employment of the Participant at any time for any reason
whatsoever, with or without cause, or (b) reduce the compensation received by
the Participant from the rate in existence on the Award Date.
6. EFFECT OF TERMINATION OF EMPLOYMENT.
(a) The Option and all other rights hereunder, to the extent such
rights shall not have been exercised prior thereto, shall terminate and become
null and void on the date the Participant ceases to be employed by the Cor-
poration; provided, however, that the Participant may, to the extent the Option
shall have become exercisable prior to such date, exercise the Option at any
time within (1) up to three months after termination of employment other than
termination for Retirement, Total Disability, death or through discharge for
cause; (2) up to twelve months after such termination if such termination occurs
by reason of Retirement or Total Disability; or (3) up to twelve months after
the Participant's death, if the Participant dies while in the employ of the
Company or during the period referred to in clause (2) above. During the period
after death, the Option may, to the extent exercisable on the date of death (or
earlier termination), be exercised by the person or persons to whom the Par-
ticipant's rights under the Plan and this Award Agreement shall pass by will or
by the applicable laws of descent and distribution. Unless sooner terminated
pursuant to the Plan, the Option shall expire at the end of the applicable
period specified in clauses (1), (2) or (3) above, to the extent not exercised
within that period.
(b) Notwithstanding the foregoing, the Award will cease to be an
Incentive Stock Option and will be treated for tax purposes as a Nonqualified
Stock Option unless such Award is exercised prior to (1) three months after the
Participant's termination of employment for any reason other than death or Total
Disability, (2) one year after the Participant's termination of employment, if
such termination is by reason of Total Disability or if the Participant's Total
Disability occurs within the three-month period following termination of
employment for a reason other than Total Disability, or (3) the Expiration Date,
if the Participant's termination of employment is by reason of death or if the
Participant dies within the three-month period following termination of employ-
ment for a reason other than death. In no event may any Option be exercised by
any person after the Expiration Date.
7. NON-ASSIGNABILITY OF OPTION. The Option shall not be subject to
sale, transfer, pledge, assignment or alienation other than by will or the laws
of descent and distribution regardless of any community property or other
interest therein of the Participant's spouse or such spouse's successor in
interest. In the event that the spouse of the Participant shall have acquired a
community property interest in the Option, the Participant, or such transferees,
may exercise it on behalf of the spouse of the Participant or such spouse's
successor in interest.
8. ADJUSTMENTS UPON SPECIFIED CHANGES. As set forth in Section 6.2
of the Plan, upon the occurrence of specified events relating to the Cor-
poration's stock, adjustments will be made in the number and kind of shares that
may be issuable under, or in the consideration payable with respect to, an
Award.
9. ACCELERATION. Upon the occurrence of an Event as defined in the
Plan, including a Change of Control, the Award shall become immediately exer-
cisable to the full extent theretofore not exercisable unless prior to an Event
the Board determines otherwise; subject, however, to compliance with applicable
regulatory requirements, including without limitation Rule 16b-3 promulgated by
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and Section 422A of the Internal
Revenue Code of 1986, as amended.
10. PARTICIPANT NOT A SHAREHOLDER. Neither the Participant nor any
other person entitled to exercise the Option shall have any of the rights or
privileges of a shareholder of the Corporation as to any shares of Common Stock
for which stock certificates have not been actually issued and delivered to him
or her. No adjustment will be made for dividends or other rights for which the
record date is prior to the date on which such stock certificate or certificates
are issued even if such record date is subsequent to the date upon which notice
of exercise was delivered and the tender of payment was accepted.
11. APPLICATION OF SECURITIES LAWS.
(a) No shares of Common Stock may be purchased pursuant to the Option
unless and until any then applicable requirements of federal and state securi-
ties laws and regulations, and any exchanges upon which the Common Stock may be
listed, shall have been fully satisfied. The Participant represents, agrees and
certifies that:
(1) If the Participant exercises the Option in whole or in part at
a time when there is not in effect under the Securities Act of 1933,
as amended (the "Securities Act"), a registration statement relating
to the Common Stock issuable upon exercise and available for delivery
to him or her a prospectus meeting the requirements of Section 10 of
the Securities Act ("Prospectus"), the Participant will acquire the
Common Stock issuable upon such exercise for the purpose of investment
and not with a view to resale or distribution and that, as a condition
to each such exercise, he or she will furnish to the Corporation a
written statement to such effect, satisfactory in form and substance
to the Corporation; and
(2) If and when the Participant proposes to publicly offer or sell
the Common Stock issued to him or her upon exercise of the Option, the
Participant will notify the Corporation prior to any such offering or
sale and will abide by the opinion of counsel to the Corporation as to
whether and under what conditions and circumstances, if any, he or she
may offer and sell such shares, but such procedure need not be fol-
lowed if a Prospectus was delivered to the Participant with the shares
of Common Stock and the Common Stock was and is listed on a national
securities exchange or traded as a National Market System security
through the facilities of NASDAQ.
(b) The Participant understands that the certificate or certificates
representing the Common Stock acquired pursuant to the Option may bear a legend
referring to the foregoing matters and any limitations under the Securities Act
and state securities laws with respect to the transfer of such Common Stock, and
the Corporation may impose stop transfer instructions to implement such limita-
tions, if applicable. Any person or persons entitled to exercise the Option
under the provisions of Section 6 above shall be bound by and obligated under
the provisions of this Section 11 to the same extent as is the Participant.
(c) The Board of Directors of the Corporation may impose such con-
ditions on an Award or on its exercise or acceleration or on the payment of any
withholding obligation (including without limitation restricting the time of
exercise to specified periods) as may be required to satisfy applicable regula-
tory requirements, including, without limitation, Rule 16b-3 (or any successor
rule) promulgated by the Commission pursuant to the Exchange Act.
12. NOTICES. Any notice to be given to the Corporation under the
terms of the Award Agreement or pursuant to the Plan shall be in writing and
addressed to the Secretary of the Corporation at its principal office and any
notice to be given to the Participant shall be addressed to him or her at the
address stated above, or at such other address as either party may hereafter
designate in writing to the other party. Any such notice shall be deemed to have
been duly given when enclosed in a properly sealed envelope addressed as
aforesaid, registered or certified, and deposited (postage and registry or cer-
tification fee prepaid) in a post office or branch post office regularly
maintained by the United States Government.
13. EFFECT OF AWARD AGREEMENT. The Award Agreement shall be assumed
by, be binding upon and inure to the benefit of any successor or successors of
the Corporation to the extent provided in Section 6.2(b) of the Plan.
14. TAX WITHHOLDING. The provisions of Section 6.6 of the Plan are
hereby incorporated and shall govern any withholding that the Corporation or
Subsidiary employing the Participant is required to make with respect to an
exercise of the Option, as well as the Company's right to condition a transfer
of Common Stock upon compliance with the applicable withholding requirements of
federal, state and local authorities.
15. TERMS OF PLAN GOVERN. The Award and this Award Agreement are
subject to, and the Corporation and the Participant agree to be bound by, all of
the terms and conditions of the Plan. Capitalized terms used in this Award
Agreement have the meanings defined in the Plan. The Participant acknowledges
receipt of a copy of the Plan. The rights of the Participant are subject to
limitations, adjustments, modifications, suspension and termination in certain
circumstances and upon the occurrence of certain conditions as set forth in the
Plan.
16. LAW APPLICABLE TO CONSTRUCTION. The interpretation, performance
and enforcement of the Award and this Award Agreement shall be governed by the
laws of the State of Delaware.
17. NOTICE OF DISPOSITION. The Participant agrees to notify the
Corporation of any sale or other disposition of any shares of Common Stock
received upon exercise of the Option if such sale or disposition occurs within
two years after the Award Date or within one year after the date of exercise of
the Option.
IN WITNESS WHEREOF, the Corporation has caused this Award Agreement to
be executed on its behalf by a duly authorized officer and the Participant has
hereunto set his or her hand as of the Award Date.
COMPANY: OPTIONEE:
SYNCOR INTERNATIONAL CORPORATION,
a Delaware corporation
By: /s/ Gene R. McGrevin By: /s/ Charles A. Smith
____________________________ _________________________
GENE R. MCGREVIN CHARLES A. SMITH
President and Chief Executive
Officer
Date: Date:
__________________________ __________________________
CONSENT OF SPOUSE
I join with my spouse, the Participant herein named, in executing the
foregoing Incentive Stock Option Award Agreement and agree to be bound by all of
the terms and provisions thereof and of the Plan.
___________________________________
Signature of Participant's Spouse
EXHIBIT 10.16
SYNCOR INTERNATIONAL CORPORATION
NON-EMPLOYEE DIRECTOR
1990 MASTER STOCK INCENTIVE PLAN
AWARD AGREEMENT
NAME OF NON-EMPLOYEE
DIRECTOR ("PARTICIPANT") :
ADDRESS OF PARTICIPANT :
SOCIAL SECURITY NUMBER :
NUMBER OF SHARES :
EXERCISE PRICE PER SHARE :
AWARD DATE :
EXPIRATION DATE :
WHEREAS, pursuant to the Corporation's 1990 Master Stock Incentive Plan
(the "Plan"), the Participant has been granted a Nonqualified Stock Option (the
"Option" or "Award") to purchase shares of Common Stock of the Corporation upon
the terms and conditions hereinafter set forth;
NOW, THEREFORE, the Participant and the Corporation agree as follows:
1. GRANT OF OPTION. The Corporation has granted to the Participant as
a matter of separate inducement and agreement in connection with his or her
status as a Non-Employee Director, and not in lieu of any salary or other
compensation for his or her services, the right and option to purchase, in
accordance with the Plan and on the terms and conditions of the Plan and those
hereinafter set forth, all or any part of the number of shares of Common Stock
stated above (the "Common Stock") at the price stated above (the "Price"),
exercisable from time to time subject to the provisions of this Award Agreement
prior to the close of business on the Expiration Date stated above.
2. EXERCISABILITY OF OPTION. Except as otherwise provided in the Plan
or this Award Agreement, the Option shall become exercisable from time to time
as follows: (i) 33% of the Common Stock shall become purchasable twelve months
after the Award Date; (ii) an additional 33% of the Common Stock shall become
purchasable twenty-four months after the Award Date; and (iii) an additional 34%
of the Common Stock shall become purchasable thirty-six months after the Award
Date; provided, however, that the Option may not be exercised as to less than 10
shares at any one time unless the number of shares purchased is the total number
at the time available for purchase under an installment of the Option. If the
Participant does not, in any given installment period, purchase all of the
shares which he or she is entitled to purchase in such installment period, the
Participant's right to purchase any shares not so purshased shall continue until
the Expiration Date, unless theretofore terminated in accordance with the
provisions hereof and of the Plan. The Option may be exercised only as to whole
shares.
3. METHOD OF EXERCISE AND PAYMENT. Each exercise of the Option shall
be by means of written notice of exercise duly delivered to the Corporation,
specifying the number of whole shares with respect to which the Option is being
exercised, together with any written statements required pursuant to Section 9
below and payment of the Price made in accordance with Section 2.8 of the Plan.
4. EFFECT OF TERMINATION OF DIRECTORSHIP. The Option and all other
rights hereunder, to the extent such rights shall not have been exercised prior
thereto, shall terminate on the date the Participant ceases to serve as a
director of the Corporation; provided, however, that the Participant may, to the
extent the Option shall have become exercisable prior to such date, exercise the
Option at any time within (1) up to twelve months after such termination; or
(2) up to twelve months after the Participant's death, if the Participant dies
while serving as a director of the Corporation or during the period referred to
in clause (1) above. During the period after death, the Option may, to the
extent exercisable on the date of death (or earlier termination), be exercised
by the person or persons to whom the Participant's rights under the Plan and
this Award Agreement shall pass by will or by the applicable laws of descent and
distribution. Unless sooner terminated pursuant to the Plan, the Option shall
expire at the end of the applicable period specified in clauses (1) or (2)
above, to the extent not exercised within that period. In no event may the
Option be exercised by any person after the Expiration Date.
5. NON-ASSIGNABILITY OF OPTION. The Option shall not be subject to
sale, transfer, pledge, assignment or alienation other than by will or the laws
of descent and distribution regardless of any community property or other
interest therein of the Participant's spouse or such spouse's successor in
interest. In the event that the spouse of the Participant shall have acquired a
community property interest in the Option, the Participant, or such transferees,
may exercise it on behalf of the spouse of the Participant or such spouse's
successor in interest.
6. ADJUSTMENTS UPON SPECIFIED CHANGES. As set forth in Section 6.2 of
the Plan, upon the occurrence of specified events relating to the Corporation's
stock, adjustments will be made in the number and kind of shares that may be
issuable under, or in the consideration payable with respect to, an Award.
7. ACCELERATION. Upon the occurrence of an Event, as defined in the
Plan, including a Change of Control, the Award shall become immediately exer-
cisable to the full extent theretofore not exercisable unless prior to an Event
the Board determines otherwise; subject, however, to compliance with applicable
regulatory requirements including without limitation Rule 16b-3 promulgated by
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
8. PARTICIPANT NOT A SHAREHOLDER. Neither the Participant nor any
other person entitled to exercise the Option shall have any of the rights or
privileges of a shareholder of the Corporation as to any shares of Common Stock
for which stock certificates have not been actually issued and delivered to him
or her. No adjustment will be made for dividends or other rights for which the
record date is prior to the date on which such stock certificate or certificates
are issued even if such record date is subsequent to the date upon which notice
of exercise was delivered and the tender of payment was accepted.
9. APPLICATION OF SECURITIES LAWS.
9.1 No shares of Common Stock may be purchased pursuant to the
Option unless and until any then applicable requirements of federal and state
securities laws and regulations, and any exchanges upon which the Common Stock
may be listed, shall have been fully satisfied. The Participant represents,
agrees and certifies that:
9.1.1 If the Participant exercises the Option in whole
or in part at a time when there is not in effect under the Securities
Act of 1933, as amended (the "Securities Act"), a registration state-
ment relating to the Common Stock issuable upon exercise and available
for delivery to him or her a prospectus meeting the requirements of
Section 10 of the Securities Act ("Prospectus"), the Participant will
acquire the Common Stock issuable upon such exercise for the purpose of
investment and not with a view to resale or distribution and that, as a
condition to each such exercise, he or she will furnish to the Cor-
poration a written statement to such effect, satisfactory in form and
substance to the Corporation; and
9.1.2 If and when the Participant proposes to publicly
offer or sell the Common Stock issued to him or her upon exercise of
the Option, the Participant will notify the Corporation prior to any
such offering or sale and will abide by the opinion of counsel to the
Corporation as to whether and under what conditions and circumstances,
if any, he or she may offer and sell such shares, but such procedure
need not be followed if a Prospectus was delivered to the Participant
with the shares of Common Stock and the Common Stock was and is listed
on a national securities exchange or traded as a National Market System
security through the facilities of NASDAQ.
9.2 The Participant understands that the certificates representing
the Common Stock acquired pursuant to the Option may bear a legend referring to
the foregoing matters and any limitations under the Securities Act and state
securities laws with respect to the transfer of such Common Stock, and the
Corporation may impose stop transfer instructions to implement such limitations,
if applicable. Any person or persons entitled to exercise the Option under the
provisions of Section 4 above shall be bound by and obligated under the pro-
visions of this Section 9 to the same extent as is the Participant.
9.3 The Board of Directors of the Corporation may impose such
conditions on an Award or on its exercise or acceleration or on the payment of
any withholding obligation (including without limitation restricting the time of
exercise to specified periods) as may be required to satisfy applicable regula-
tory requirements, including, without limitation, Rule 16b-3 (or any successor
rule) promulgated by the Commission pursuant to the Exchange Act.
10. NOTICES. Any notice to be given to the Corporation under the terms
of the Award Agreement or pursuant to the Plan shall be in writing and addressed
to the Secretary of the Corporation at its principal office and any notice to be
given to the Participant shall be addressed to him or her at the address stated
above, or at such other address as either party may hereafter designate in
writing to the other party. Any such notice shall be deemed to have been duly
given when enclosed in a properly sealed envelope addressed as aforesaid,
registered or certified, and deposited (postage and registry or certification
fee prepaid) in a post office or branch post office regularly maintained by the
United States Government.
11 EFFECT OF AWARD AGREEMENT. The Award Agreement shall be assumed
by, be binding upon and inure to the benefit of any successor or successors of
the Corporation to the extent provided in Section 6.2(b) of the Plan.
12. TAX WITHHOLDING. The provisions of Section 6.6 of the Plan are
hereby incorporated and shall govern any withholding that the Corporation is
required to make with respect to an exercise of the Option, as well as the
Corporation's right to condition a transfer of Common Stock upon compliance with
the applicable withholding requirements of federal, state and local authorities.
13. TERMS OF THE PLAN GOVERN. The Award and this Award Agreement are
subject to, and the Corporation and the Participant agree to be bound by, all of
the terms and conditions of the Plan. Capitalized terms used in this Award
Agreement have the meanings defined in the Plan. The Participant acknowledges
receipt of a copy of the Plan. The rights of the Participant are subject to
limitations, adjustments, modifications, suspension and termination in certain
circumstances and upon the occurrence of certain conditions as set forth in the
Plan.
14. LAW APPLICABLE TO CONSTRUCTION. The interpretation, performance
and enforcement of the Award and this Award Agreement shall be governed by the
laws of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Award Agreement to
be executed on its behalf by a duly authorized officer and the Participant has
hereunto set his or her hand as of the Award Date.
COMPANY: OPTIONEE:
SYNCOR INTERNATIONAL CORPORATION
a Delaware corporation
By:/s/ Gene R. McGrevin /s/ Henry N. Wagner, Jr.
_____________________________ ________________________________
GENE R. MCGREVIN HENRY N. WAGNER, JR.
President &
Chief Executive Officer
Date: Date:
_____________________________ ____________________________
CONSENT OF SPOUSE
I join with my spouse, the Participant herein named, in executing the
foregoing Non-Employee Director Stock Option Award Agreement and agree to be
bound by all of the terms and provisions thereof and of the Plan.
_________________________________
SIGNATURE OF PARTICIPANT'S SPOUSE
