As filed with the Securities and Exchange Commission
on November 16, 1999
Registration Statement No. 333-63497
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE CIT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2994534
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1211 Avenue of the Americas, New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)
THE CIT GROUP INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Ernest D. Stein, Esq.
Executive Vice President, General Counsel & Secretary
The CIT Group, Inc.
1211 Avenue of the Americas
New York, New York 10036
(Name and address of agent for service)
(212) 536-1390
(Telephone number, including area code, of agent for service)
Please send copies to:
Andre Weiss, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering aggregate registration
to be registered registered price offering fee
(1) per price(2)
share(2)
______________________________________________________________________________
Common Stock,
$.01 par value per 500,000 $22.69 $11,345,000 $3,153.91
share
<PAGE>
(1) Maximum number of shares authorized for issuance pursuant to the Employee
Stock Purchase Plan (the "Plan") of The CIT Group, Inc. Also registered
hereunder are such additional number of shares of Common Stock ("Common
Stock"), presently undeterminable, as may be necessary to satisfy the
antidilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), and based on the average of the high and low prices of the
Common Stock as reported on the New York Stock Exchange on November 12, 1999.
<PAGE>
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The CIT Group, Inc. (the "Registrant"), files this Registration Statement
pursuant to Instruction E of Form S-8 and incorporates by reference the
contents of the previous Registration Statement filed by the Registrant on
Form S-8 (Registration No. 333-63497). The current registration of 500,000
shares of common stock will increase the number of shares registered for
issuance under the Registrant's Employee Stock Purchase Plan to 1,000,000
shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following is a complete list of exhibits filed as part of this
Registration Statement:
Exhibit
Number
_______
4 The CIT Group, Inc. Employee Stock Purchase Plan, as amended and
restated on January 28, 1999 and amended September 17, 1999.
5 Opinion of Schulte Roth & Zabel LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Ernst and Young LLP.
23.3 Consent of Schulte Roth & Zabel LLP (included in Exhibit 5).
24 Powers of Attorney.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on this
12th day of November, 1999.
THE CIT GROUP, INC.
By: /s/ Ernest D. Stein
_____________________________
Ernest D. Stein
Executive Vice President,
General Counsel & Secretary
<PAGE I>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on this 12th day of November, 1999.
*By: /s/ Ernest D. Stein
___________________________
Ernest D. Stein
Attorney-in-Fact
Signature and Title
/s/ Albert R. Gamper, Jr.*
______________________________
Albert R. Gamper, Jr.
President, Chief Executive Officer
and Director (principal executive officer)
/s/ Joseph M. Leone*
______________________________
Joseph M. Leone
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)
/s/ Daniel P. Amos*
______________________________
Daniel P. Amos
Director
/s/ Anthea Disney*
______________________________
Anthea Disney
Director
/s/ Takasuke Kaneko*
______________________________
Takasuke Kaneko
Director
/s/ Hisao Kobayashi*
______________________________
Hisao Kobayashi
Director
/s/ William M. O'Grady*
______________________________
William M. O'Grady
Director
<PAGE II-2>
/s/ Joseph A. Pollicino*
______________________________
Joseph A. Pollicino
Director
/s/ Paul N. Roth*
______________________________
Paul N. Roth
Director
/s/ Peter J. Tobin*
______________________________
Peter J. Tobin
Director
/s/ Tohru Tonoike*
______________________________
Tohru Tonoike
Director
/s/ Keiji Torii*
______________________________
Keiji Torii
Director
/s/ Alan F. White*
______________________________
Alan F. White
Director
Original powers of attorney authorizing Albert R. Gamper, Jr., Ernest D.
Stein, and Anne Beroza and each of them to sign this Registration Statement
and amendments hereto on behalf of the directors and officers of the
Registrant indicated above are held by the Registrant and available for
examination pursuant to Item 302(b) of Regulation S-T.
Pursuant to the requirements of the Securities Act of 1933, the Company's
Employee Benefit Plans Committee, as administrator of the Company's Employee
Stock Purchase Plan, has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
New York, State of New York, on this 12th day of November, 1999.
THE CIT GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ William M. O'Grady
_______________________________________
Name: William M. O'Grady
Title: Member of Employee Benefit Plans
Committee, as Plan Administrator
<PAGE II-3>
EXHIBIT INDEX
Exhibit
Number Exhibit
________ _______
4 The CIT Group, Inc. Employee Stock Purchase Plan, as amended
and restated January 28, 1999 and amended September 17,
1999.
5 Opinion of Schulte Roth & Zabel LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Ernst and Young LLP.
23.3 Consent of Schulte Roth & Zabel LLP (included in Exhibit 5).
24 Powers of Attorney.
<PAGE>
EXHIBIT 4
THE CIT GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
As Amended and Restated
January 28, 1999 and Amended September 17, 1999
The following constitute the provisions of The CIT Group, Inc.
Employee Stock Purchase Plan (the "Plan") of The CIT Group, Inc. (the
"Company").
1. Purpose. The purpose of the Plan is to provide employees
of the Company and its subsidiaries with an opportunity to purchase shares of
Common Stock of the Company through payroll deductions. It is the intention
of the Company to have the Plan qualify as an "employee stock purchase plan"
under Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code"). The provisions of the Plan shall, accordingly, be construed so as to
extend and limit participation in a manner consistent with the requirements of
that section of the Code.
2. Definitions.
(a) "Account" shall mean the account established for each
Participant under the Plan.
(b) "Base Salary" shall mean an Employee's salary or wages
for each pay period during any Offering Period as determined from the payroll
records of the Company.
(c) "Board" shall mean the Board of Directors of the
Company.
(d) "Broker" shall mean the brokerage firm designated in
Section 9.
(e) "Closing Date" shall mean the last business day of
each Offering Period.
(f) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(g) "Committee" shall mean the Employee Benefit Plans
Committee of the Company.
(h) "Common Stock" shall mean the Class A common stock of
the Company par value $.01 per share.
<PAGE 1>
(i) "Company" shall mean The CIT Group, Inc., a Delaware
corporation.
(j) "Employee" shall mean any person who is customarily
employed for at least twenty (20) hours per week by the Company or a
Participating Subsidiary.
(k) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.
(l) "Fair Market Value" shall mean on any day, with
respect to Common Stock of the Company which is (a) listed on a United States
securities exchange, the last sales price of such stock on such day on the
largest United States securities exchange on which such stock shall have traded
on such day, or if such day is not a day on which a United States securities
exchange is open for trading, on the immediately preceding day on which such
securities exchange was open, (b) not listed on a United States securities
exchange but is included in The NASDAQ Stock Market System (including The
NASDAQ National Market), the last sales price on such system of such stock on
such day, or if such day is not a trading day, on the immediately preceding
trading day, or (c) neither listed on a United States securities exchange nor
included in The NASDAQ Stock Market System, the fair market value of such stock
as determined from time to time by the Board in good faith in its sole
discretion.
(m) "Offering Date" shall mean the first business day of
each Offering Period.
(n) "Offering Period" shall mean each three (3) month
period when Options for shares of Common Stock are offered by the Company.
(o) "Option" shall mean the right of a Participant to
purchase shares of Common Stock of the Company under the Plan.
(p) "Participant" shall mean an Employee of the Company or
Subsidiary who is enrolled in the Plan in accordance with Section 3 hereof.
(q) "Participating Subsidiary" shall mean any Subsidiary
that the Company has deemed eligible to participate in the Plan.
(r) "Plan" shall mean The CIT Group, Inc. Employee Stock
Purchase Plan.
(s) "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than fifty percent (50%) of the voting shares are
held by the Company or a Subsidiary, whether or not such corporation now
exists or is hereafter organized or acquired by the Company or a Subsidiary.
<PAGE 2>
3. Eligibility.
(a) As soon as administratively possible, any Employee who
shall be employed by the Company or a Participating Subsidiary shall be
eligible to participate in the Plan as of the date of the first Offering
Period following the Employee's commencement of employment with the Company or
a Participating Subsidiary.
(b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an Option under the Plan (i) if,
immediately after the grant, such Employee would own shares of Common Stock or
hold outstanding options to purchase shares of Common Stock possessing five
percent (5%) or more of the total combined voting power or value of all
classes of shares of the Company or of any Subsidiary of the Company, or (ii)
which causes him or her to purchase shares of Common Stock under all employee
stock purchase plans of the Company and its Subsidiaries which have a Fair
Market Value which exceeds Twenty-Five Thousand Dollars ($25,000) (determined
at the time such Option is granted) for each calendar year in which such
Option is outstanding at any time.
4. Offering Dates. The Plan shall be implemented by one
offering during each three (3) month period (calendar quarter) of the Plan,
commencing on October 1, 1998, and continuing thereafter until terminated in
accordance with Section 21 hereof. The Offering Periods for each calendar
quarter are as follows:
October 1 - December 31
January 1 - March 31
April 1 - June 30
July 1 - September 30
The Committee shall have the power to change the duration of
Offering Periods with respect to future offerings without shareholder approval
if such change is announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period to be affected.
5. Participation. An eligible Employee may become a
Participant in the Plan by authorizing payroll deductions in such form or
manner as the Committee may prescribe prior to the applicable Offering Date.
Once authorized, such authorization for payroll deductions shall commence on
the first Offering Date after authorization is effected and shall remain
effective for all subsequent Offering Periods until the Participant withdraws
from the Plan as provided in Section 11 hereof or, subject to Section 6
hereof, authorizes a change in the amount of his or her payroll deductions.
<PAGE 3>
6. Payroll Deductions.
(a) At the time a Participant authorizes payroll
deductions, he or she shall elect to have payroll deductions made on each
payday during subsequent Offering Periods at a rate between one percent (1%)
and ten percent (10%) of Base Salary (such percentage representing a whole
number percentage).
(b) All payroll deductions made by a Participant shall be
credited to his or her Account under the Plan. A Participant may not make any
additional payments into such Account.
(c) A Participant may increase or decrease his or her rate
of payroll deductions (within the limitations set forth in Section 6(a)
hereof) to be effective for the next Offering Period by authorizing a new rate
of payroll deductions at least fifteen (15) days before the beginning of such
Offering Period. A Participant may not increase or decrease the rate of
payroll deductions during an Offering Period to be effective for that Offering
Period.
(d) A Participant must continue payroll deductions for the
duration of the Offering Period in order to exercise an Option in accordance
with Section 8 hereof. In the event that a Participant does not continue
payroll deductions for the entire Offering Period, such Participant shall be
treated as withdrawing from such Offering Period in accordance with Section
11(a) hereof.
7. Grant of Option.
(a) On each Offering Date, each eligible Employee
participating in the Plan shall be granted an Option to purchase (at the per
share Option price) up to a number of shares of the Company's Common Stock
determined by dividing the Employee's to be accumulated payroll deductions
(not to exceed an amount equal to ten percent (10%) of his or her Base Salary
during the applicable Offering Period) by the option price, determined in
accordance with this Section 7.
(b) Subject to Sections 7(c) and 7(d), the Option price
per share of such shares of Common Stock shall be the lesser of (i) eighty-
five percent (85%) of the Fair Market Value of a share of Common Stock of the
Company on the Offering Date or (ii) eighty-five percent (85%) of the Fair
Market Value of a share of Common Stock of the Company on the Closing Date.
(c) Effective for the Offering Period commencing January 1,
1999, the option price per share of such shares of Common Stock shall be the
lesser of (i) the higher of (A) eighty-five percent (85%) of the Fair Market
Value of a share of Common Stock of the Company on the Offering Date or (B)
eighty-five percent (85%) of the Fair Market Value of a share of Common Stock
of the Company on January 28, 1999 or (ii) eighty-five percent (85%) of the
Fair Market Value of a share of Common Stock of the Company on the Closing
Date.
<PAGE 4>
(d) Effective for the Offering Period commencing on
October 1, 1998, the option price per share of such shares of Common Stock
shall be eighty-five percent (85%) of the Fair Market Value of a share of
Common Stock of the Company on the Closing Date.
8. Exercise of Option. Unless a Participant withdraws from
the Plan as provided in Section 11 hereof, his or her Option for the purchase
of shares of Common Stock will be exercised automatically on the Closing Date,
and the maximum number of whole and fractional shares (rounded to the nearest
ten thousandth) of Common Stock subject to the Option will be purchased for
him or her at the applicable Option price with the accumulated payroll
deductions in his or her Account. During his or her lifetime, a Participant's
Option to purchase shares of Common Stock hereunder is exercisable only by him
or her.
9. Designation of Broker and Participant's Account with
Broker. The Company has designated Morgan Stanley Dean Witter & Co. and its
affiliates to open and maintain an Account for each Participant. The Company
reserves the right to change such designation at any time without prior notice
to Participants and the Broker has reserved the right to terminate its
services as Broker under the Plan at any time. The Broker shall deliver to
each Participant as promptly as practicable, by mail or otherwise, all notices
of meetings, proxy statements and other materials distributed by the Company
to its shareholders. The whole and fractional shares in each Participant's
Account shall be voted in accordance with the Participant's signed proxy
instructions duly delivered to the Broker by mail or otherwise, in accordance
with the rules applicable to stock listed on the New York Stock Exchange.
10. Delivery of Certificates. A Participant may request, in
accordance with Section 22 hereof, that the Company arrange for the delivery
of a certificate representing the number of whole shares of Common Stock of
the Company purchased upon exercise of the Participant's Option as promptly as
practicable after each Closing Date. A Participant may not require delivery
for a fractional share, but may instruct the Broker to sell the fractional
share. In connection with the delivery of certificates to a Participant, the
Committee may, in its sole discretion, impose a reasonable charge.
11. Withdrawal; Termination of Employment.
(a) A Participant may withdraw all but not less than all
the payroll deductions credited to his or her Account under the Plan at any
time prior to the Closing Date by giving notice to the Committee in such form
or manner as the Committee may prescribe. All of the Participant's payroll
deductions credited to his or her Account will be paid to him or her as soon
as administratively possible after receipt of his or her notice of withdrawal
and his or her Option for the current Offering Period will be automatically
terminated, and no further payroll deductions for the purchase of shares of
Common Stock will be made during such Offering Period.
<PAGE 5>
(b) Upon termination of the Participant's employment
prior to the Closing Date for any reason, including retirement or death, the
payroll deductions credited to his or her Account will be returned to him or
her or, in the case of his or her death, to the person or persons entitled
thereto under Section 16 hereof, as soon as administratively possible, and his
or her Option will be automatically terminated.
(c) In the event an Employee fails to remain in the
continuous employ of the Company or a Participating Subsidiary for at least
twenty (20) hours per week during the Offering Period in which the employee is
a Participant, he or she will be deemed to have elected to withdraw from the
Plan and the payroll deductions credited to his or her Account will be
returned to him or her as soon as administratively possible and his or her
Option will be terminated.
(d) A Participant's withdrawal from an Offering Period
will not have any effect upon his or her eligibility to participate in a
succeeding offering or in any similar plan which may hereafter be adopted by
the Company. However, in such a case, the Participant must authorize the
resumption of payroll deductions and the rate of such payroll deductions.
12. No Interest. No interest shall accrue on the payroll
deductions held in the Account of a Participant in the Plan.
13. Stock.
(a) The maximum number of shares of Common Stock which
shall be made available for sale under the Plan shall be one million
(1,000,000), subject to adjustment upon changes in capitalization of the
Company as provided in Section 20 hereof. The shares of Common Stock to be
sold to Participants under the Plan may, at the election of the Company, be
either treasury shares, authorized but unissued shares or publicly traded
shares. If at the termination of any Offering Period the total number of
shares of Common Stock which would otherwise be subject to Options granted
pursuant to Section 7(a) hereof exceeds the number of shares of Common Stock
then available under the Plan (after deduction of all shares of Common Stock
for which Options have been exercised or are then outstanding), the Company
shall promptly notify the Participants, and shall, in its sole discretion (i)
make a pro rata allocation of the shares of Common Stock remaining available
for Option grant in as uniform a manner as shall be practicable and as it
shall determine to be equitable, (ii) terminate the Offering Period without
issuance of any shares of Common Stock or (iii) obtain shareholder approval
for an increase in the number of shares of Common Stock authorized under the
Plan such that all Options could be exercised in full. The Company may delay
determining which of (i), (ii) or (iii) above it shall decide to effect, and
may accordingly delay issuances of any shares of Common Stock under the Plan
for such time as is necessary to attempt to obtain shareholder approval for
any increase in shares of Common Stock authorized under the Plan. The Company
shall promptly notify Participants of its determination to effect (i), (ii) or
(iii) above upon making such decision. A Participant may withdraw all but not
less than all the payroll deductions credited to his or her Account under the
<PAGE 6>
Plan at any time prior to such notification from the Company. In the event
the Company determines to effect (i) or (ii) above, it shall promptly upon
such determination return to each Participant all payroll deductions not
applied towards the purchase of shares of Common Stock.
(b) The Participant will have no interest or voting right
in shares of Common Stock covered by his or her Option until such Option has
been exercised.
(c) Shares of Common Stock to be delivered to a
Participant under the Plan shall be registered in the name of the Participant.
14. Dividends. Cash dividends for shares of Common Stock in
Participants' Accounts under the Plan shall not be distributed to Participants
directly, but shall be automatically invested in shares of Common Stock at the
full Fair Market Value on the date of such investment as soon as
administratively possible after such dividends are paid by the Company. Such
shares of Common Stock will be held in Accounts under the Plan.
15. Administration. The Plan shall be administered by the
Committee. The administration, interpretation or application of the Plan by
the Committee shall be final, conclusive and binding upon all Participants.
16. Designation of Beneficiary. The beneficiary or
beneficiaries of the Participant to receive any shares of Common Stock and
cash, if any, from the Participant's Account under the Plan in the event of
such Participant's death prior to delivery to him or her of such shares of
Common Stock and cash shall be determined under the Company's Group Life
Insurance Plan. A Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries to receive any shares of Common Stock and cash,
if any, from the Participant's Account under the Plan. Each such designation
shall revoke all prior designations by the same Participant, including the
beneficiary designated under the Company's Group Life Insurance Plan, and will
be effective only when filed by the Participant in writing (in such form or
manner as may be prescribed by the Committee) with the Company during the
Participant's lifetime.
17. Transferability. Neither payroll deductions credited to a
Participant's Account nor any rights with regard to the exercise of an Option
or to receive shares of Common Stock under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution or as provided in Section 16 hereof) by
the Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such
act as an election to withdraw funds in accordance with Section 11 hereof.
18. No Segregation of Funds. The Company shall not be
obligated to segregate payroll deductions received or held by the Company
under the Plan. Such payroll deductions shall be used to purchase shares of
Common Stock under the Plan in accordance with Section 8 hereof.
<PAGE 7>
19. Reports. Individual Accounts will be maintained for each
Participant in the Plan. Statements of Account will be given to Participants
within a reasonable period of time following each Closing Date.
20. Adjustments Upon Changes in Capitalization. Subject to
any required action by the shareholders of the Company, the number of shares
of Common Stock covered by each Option under the Plan which have not yet been
exercised and the number of shares of Common Stock which have been authorized
for issuance under the Plan but have not yet been placed under Option
(collectively, the "Reserves"), as well as the price per share of Common Stock
covered by each Option under the Plan which has not yet been exercised, shall
be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split or the payment of a
stock dividend (but only on the Common Stock) or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration". Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issue by the Company of
shares of stock of any class, or securities convertible into or exercisable
for shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock subject to an Option.
The Board may, if it so determines in the exercise of its
sole discretion, also make provision for adjusting the Reserves, as well as
the price per share of Common Stock covered by each outstanding Option under
the Plan, in the event that the Company effects one or more reorganizations,
recapitalizations, rights offerings or other increases or reductions of shares
of its outstanding Common Stock, and in the event of the Company being
consolidated with or merged into any other corporation.
21. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Committee may at any
time amend, alter, suspend or discontinue the Plan, but no amendment,
alteration, suspension or discontinuation shall be made which would impair the
rights of any Participant under any Option theretofore granted without his or
her consent.
(b) Shareholder Approval of Amendments. The Company shall
obtain shareholder approval of any Plan amendment to the extent necessary and
desirable to comply with Rule 16b-3 promulgated under the Exchange Act or with
Section 423 of the Code (or any successor statute or rule or other applicable
law, rule or regulation), such shareholder approval to be obtained in such a
manner and to such a degree as is required by the applicable law, rule or
regulation.
<PAGE 8>
(c) Effect of Amendment or Termination. Any such
amendment or termination of the Plan shall not affect Options already granted
hereunder and such Options shall remain in full force and effect as if this
Plan had not been amended or terminated.
22. Notices. All notices or other communications by a
Participant to the Company under or in connection with the Plan shall be
deemed to have been duly given when received in the form specified by the
Company at the location, or by the person, designated by the Company for the
receipt thereof. All notices or other communications to a Participant by the
Company shall be deemed to have been duly given when sent by the Company by
regular mail to the address of the Participant on the human resources records
of the Company.
23. Conditions Upon Issuance of Shares of Common Stock.
Shares of Common Stock shall not be issued with respect to an Option unless
the exercise of such Option and the issuance and delivery of such shares of
Common Stock pursuant thereto shall comply with all applicable provisions of
law, domestic or foreign, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or automated quotation
system upon which the shares of Common Stock may then be listed or quoted, and
shall be further subject to the approval of counsel for the Company with
respect to such compliance.
As a condition to the exercise of an Option, the Company
may require the person exercising such Option to represent and warrant at the
time of any such exercise that the shares of Common Stock are being purchased
only for investment and without any present intention to sell or distribute
such shares of Common Stock if, in the opinion of counsel for the Company,
such a representation is required by any of the aforementioned applicable
provisions of law.
24. No Contract of Employment. The Plan is not and shall not
be deemed to constitute a contract of employment between the Company and any
Employee or other individual, nor shall anything herein contained be deemed to
give any Employee or other individual any right to be retained in the
Company's employ or to in any way limit or restrict the Company's right or
power to discharge any Employee or other individual at any time and to treat
him without any regard to the effect which such treatment might have upon him
as a Participant of the Plan.
25. Governing Law. The Plan shall be construed in accordance
with and governed by the laws of the state of New York.
26. Effective Date and Approval of Plan by Shareholders. The
Plan shall become effective on October 1, 1998, subject however, to receipt of
approval of the Plan by shareholders of the Company in accordance with Section
423(b)(2) of the Code.
<PAGE 9>
