As filed with the Securities and Exchange Commission on February 28, 1997
Registration Statement No. 33-___
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
AMBASE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
95-2962743
(IRS Employee Identification No.)
Greenwich Office Park, Building 2, 51 Weaver Street, Greenwich, CT 06831-5155
(Address of Principal Executive Offices, Including Zip Code)
1993 STOCK INCENTIVE PLAN FOR OFFICERS AND
EMPLOYEES OF AMBASE CORPORATION
and
1985 STOCK OPTION PLAN FOR KEY EMPLOYEES
OF AMBASE CORPORATION AND ITS SUBSIDIARIES
(Full Title of the Plans)
Agent for Service
Michael T. Carenzo, Esq., Secretary
AmBase Corporation
Greenwich Office Park, Building 2, 51 Weaver Street, Greenwich, CT 06831-5155
(203) 532-2000
(Name, Address and Telephone Number, Including Area Code, for Agent For Service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share 1 Price 1,2 Fee 1,2
- ------------------------------------------------------------------------------
Common Stock,
par value of $0.01
per share,
of AmBase 6,987,500 $2.74 $13,922,942.50 $4,219.07
Corporation
- ------------------------------------------------------------------------------
1 Estimated solely for the purpose of calculating the registration fee with
respect to 4,895,000 shares of Common Stock, par value of $0.01, to be
registered in accordance with Rule 457(c) and (h) under the Securities Act of
1933, as amended (the "Securities Act"). The price per share is estimated
based on the average of the bid and asked price for AmBase Corporation's
Common Stock on February 26, 1997 and accordingly the Proposed Maximum
Aggregate Offering Price and Registration Fee for such shares is $13,412,300
and $4,064.33, respectively.
2 With respect to 2,092,500 of the shares of Common Stock, par value of $0.01,
to be registered, the price at which the particular options may be exercised
is known and, accordingly, pursuant to Rule 457(h) of the Securities Act, the
Proposed Maximum Aggregate Offering Price and Registration Fee for such
shares, $510,642.50 and $154.74, respectively, have been computed upon the
basis of such exercise prices.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by AmBase Corporation with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and are incorporated
herein by reference:
(a) AmBase Corporation's Annual Report on Form 10-K filed pursuant to Section
13 or 15(d) of the Exchange Act for the year ended December 31, 1996.
(b) The description of AmBase Corporation's common stock, $0.01 par value (the
"Common Stock") contained in the Registration Statement on Form 8-A (File
No. 1-7265) filed with the Commission on August 21, 1985 under Section 12
of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by AmBase Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in such
Registration Statement and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by AmBase Corporation pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in each year during which
the offering made by this Registration Statement is in effect prior to the
filing with the Commission of AmBase Corporation's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be incorporated by
reference in this Registration Statement or be a part hereof from and after the
filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.
Article V of AmBase Corporation's By-laws provides that AmBase Corporation
shall to the fullest extent permitted by applicable law as then in effect
indemnify any director, advisory director or officer of AmBase Corporation who
is or was involved in any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any threatened, pending or
completed investigation, claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative (including without limitation, any
derivative action) (a "Proceeding") against all expenses (including attorneys'
fees), judgment, fines and amounts paid in settlement actually and reasonably
incurred by such persons, provided, however, that unless a determination is made
otherwise pursuant to the procedures set forth in the By-laws, such
indemnification shall not apply to such persons with respect to a Proceeding
that was commenced by such persons prior to a change in control (as defined in
such By-laws). Expenses may be advanced by AmBase Corporation prior to final
disposition of a Proceeding following receipt of a statement requesting such
advance and, if required by law at the time of such advance, accompanied by an
undertaking to repay advanced amounts if it is determined thereafter that such
person was not entitled to be indemnified against such expense.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
payment of unlawful dividends or unlawful stock purchases or redemptions, or
(iv) any transaction from which the director derived an improper personal
benefit.
Eleventh Article of the Restated Certificate of Incorporation of AmBase
Corporation provides that to the fullest extent that the General Corporation Law
of the State of Delaware as it now exists or as may hereafter be amended permits
the limitation or elimination of the liability of directors, no director of
AmBase Corporation shall be liable to AmBase Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.
AmBase Corporation maintains directors' and officers' insurance policies
which insures directors and officers for certain losses arising from claims by
reason of a wrongful act, as defined therein, under certain circumstances. The
premiums for such insurance are paid by AmBase Corporation.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
4.1 Restated Certificate of Incorporation of AmBase Corporation as amended
through February 12, 1991 (incorporated by reference to Exhibit 3A
to AmBase Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990)
4.4 By-laws of AmBase Corporation (as amended through March 15, 1996)
(incorporated by reference to Exhibit 3B to AmBase Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995)
5 Opinion of Pepe & Hazard LLP as to legality of securities being
registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Pepe & Hazard LLP (included in its opinion filed as Exhibit 5)
99.1 1985 Stock Option Plan for Key Employees of AmBase Corporation and its
Subsidiaries
99.2 1993 Stock Incentive Plan for Officers and Employees of AmBase Corporation
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
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<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission defined in Section 3 above by
AmBase Corporation pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to Item 6 or otherwise, the registrant
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issues.
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<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 Town of Greenwich, County of Fairfield, Connecticut on this
28th day of February, 1997.
AMBASE CORPORATION
By /s/ MICHAEL T. CARENZO
----------------------------
Michael T. Carenzo
Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated,
this 28th day of February, 1997 in the Town of Greenwich, County of Fairfield,
Connecticut.
SIGNATURE TITLE DATE
/s/ RICHARD A. BIANCO Chairman of the Board, February 28, 1997
- ------------------------ President and
Richard A. Bianco Chief Executive Officer
(Principal Executive Officer)
/s/ JOHN P. FERRARA Vice President, February 28, 1997
- ------------------------ Chief Financial Officer,
John P. Ferrara Treasurer and Controller
(Principal Financial Officer,
Principal Accounting Officer)
/s/ JOHN B. COSTELLO Director February 28, 1997
- ------------------------
John B. Costello
/s/ ROBERT E. LONG Director February 28, 1997
- ------------------------
Robert E. Long
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EXHIBIT INDEX
EXHIBIT DESCRIPTION SUBMISSION MEDIA
NUMBER
4.1 Restated Certificate of Incorporated by reference to
Incorporation of AmBase Exhibit 3A to AmBase Corporation's
Corporation, as amended Annual Report on Form 10-K for the
through February 12, 1991 fiscal year ended December 31, 1990
4.4 By-laws of AmBase Corporation Incorporated by reference to Exhibit
(as amended through March 15, 3B to AmBase Corporation's Annual
1996) Report on Form 10-K for the fiscal
year ended December 31, 1995
5 Opinion of Pepe & Hazard LLP Electronic
as to legality of securities
being registered
23.1 Consent of Price Waterhouse LLP Electronic
23.2 Consent of Pepe & Hazard LLP Included in Exhibit 5
(included in its opinion filed
as Exhibit 5)
99.1 1985 Stock Option Plan for Key Incorporated by reference to Exhibit
Employees of AmBase Corporation 10A to AmBase Corporation's Annual
and Subsidiaries Report on Form 10-K for the fiscal
year ended December 31, 1989.
99.2 1993 Stock Incentive Plan for Electronic
Officers and Employees of
AmBase Corporation
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EXHIBIT 5
February 28, 1997
AmBase Corporation
Greenwich Office Park, Bldg. 2
51 Weaver Street
Greenwich, CT 06831-5155
Dear Sirs:
We are acting as counsel to AmBase Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to 6,987,500 shares of the Company's
Common Stock, par value $0.01 per share (the "Shares") to be issued pursuant to
the Company's (i) 1985 Stock Option Plan for Key Employees of AmBase Corporation
and its Subsidiaries and (ii) 1993 Stock Incentive Plan for Officers and
Employees of AmBase Corporation (collectively, the "Plans").
We have examined the Registration Statement and such corporate
records and other documents and instruments and have made such investigations of
law, as we have considered necessary or appropriate for the purpose of rendering
this opinion. We have assumed the authenticity of all documents submitted as
originals and the conformity with the original documents of any copies of such
documents submitted for examination.
Based upon and subject to the foregoing, we are of the opinion that
the Shares issuable pursuant to the Plans have been duly authorized and reserved
for issuance and, when certificates for the Shares have been duly executed by
the Company, countersigned by the transfer agent, duly registered by the
registrar for the Shares and issued in accordance with the terms of the Plans,
the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving the foregoing consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ Pepe & Hazard LLP
William A. Perrone, Its Partner
Pepe & Hazard LLP
30 Jelliff Lane
Southport, CT 06490
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 20, 1997, appearing on page
11 of AmBase Corporation's 1996 Annual Report on Form 10-K for the year ended
December 31, 1996.
/s/ Price Waterhouse LLP
- --------------------------
Price Waterhouse LLP
New York, NY
February 28, 1997
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EXHIBIT 99.2
AMBASE CORPORATION
1993 STOCK INCENTIVE PLAN
SECTION 1. PURPOSE
The purpose of the AmBase 1993 Stock Incentive Plan is to promote the
interests of AmBase and its stockholders by providing its officers and employees
with an incentive to continue service with AmBase. Accordingly, the Company may
grant to selected officers and employees Stock Options, Stock Appreciation
Rights, Restricted Stock, Merit Awards and Performance Share Awards in an effort
to attract and retain in its employ qualified individuals and to provide such
individuals with incentives to devote their best efforts to the Company through
ownership of the Company's stock, thus enhancing the value of the Company for
the benefit of stockholders.
SECTION 2. DEFINITIONS
(A) "Agreement" shall mean a written agreement setting forth the terms of
an Award.
(B) "AmBase" shall mean, collectively, AmBase Corporation and its
Subsidiaries.
(C) "Award" shall mean an Option, a Stock Appreciation Right, a Restricted
Stock Award, a Merit Award, or a Performance Share Award, in each case granted
under this Plan.
(D) "Beneficiary" shall mean the person, persons, trust or trusts
designated by an Employee or if no designation has been made, the person,
persons, trust, or trusts entitled by will or the laws of descent and
distribution to receive the benefits specified under this Plan in the event of
an Employee's death.
(E) "Board" shall mean the Board of Directors of the Company.
(F) "Change in Control" shall be deemed to occur (1) upon the approval by
the Board (or if approval of the Board is not required as a matter of law, the
stockholders of AmBase) of (a) any consolidation or merger of AmBase in which
AmBase is not the continuing or surviving corporation or pursuant to which
shares of Common Stock would be converted into cash, securities or other
property other than a merger in which the holders of Common Stock immediately
prior to the merger will have the same proportionate ownership of Common Stock
of the surviving corporation immediately after the merger, (b) any sale, lease,
exchange, or other transfer (in one transaction or a series of related
transactions of all or substantially all the assets of AmBase, or (c) adoption
of any plan or proposal for the liquidation or dissolution of AmBase, (2) when
any "person" (as defined in Section 13(d) of the Exchange Act), other than
AmBase or any subsidiary or employee benefit plan or trust maintained by AmBase,
shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, or more than 20% of AmBase's Common Stock
outstanding at the time, without the prior approval of the Board, or (3) at any
time during a period of two consecutive years, individuals who at the beginning
of such period constituted the Board shall cease for any reason to constitute at
least a majority thereof, unless the election or the nomination for election by
AmBase's stockholders of each new director during such two-year period was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such two-year period.
(G) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
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(H) "Committee" shall mean the Personnel and Compensation Committee of the
Board, as from time to time constituted, or any successor committee of the
Board with similar functions, which shall consist of two or more members,
each of whom shall be Disinterested.
(I) "Common Stock" shall mean the Common Stock of the Company ($0.01 par
value), subject to adjustment pursuant to Section 13 herein.
(J) "Company" shall mean, collectively, AmBase Corporation and its
Subsidiaries.
(K) "Disinterested" shall mean disinterested within the meaning of
applicable regulatory requirements, including those promulgated under Section 16
of the Exchange Act.
(L) "Employee" shall mean an officer or employee of the Company.
(M) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(N) "Exercise Price" shall mean, with respect to each share of Common
Stock subject to (i) an Option (other than a Reload Option), the price fixed by
the Committee at which such share may be purchased from the Company pursuant to
the exercise of such Option, which price at no time may be less than 100% of the
Fair Market Value of the Common Stock on the date the Option is granted or (ii)
a Reload Option, the price of which is as fixed pursuant to Section 6 of the
Plan.
(O) "Fair Market Value" shall be the mean between the high bid and low
asked trading prices of the Company's Common Stock as reported in the "pink
sheets" published by the National Quotation Bureau, Inc. or, if the Common Stock
is no longer reported on the "pink sheets", the mean between the high and low
sales price of the Common Stock as reported on an exchange on which the Common
Stock is trading, or, if there is no trading of the Common Stock on the date in
question, then the closing price of the Common Stock, as so reported, on the
next preceding date on which there was trading of the Common Stock.
(P) "Incentive Stock Option" or "ISO" shall mean an Option that is
intended by the Committee to meet the requirements of Section 422 of the Code or
any successor provision.
(Q) "Merit Award" shall mean an award of Common Stock issued pursuant to
Section 9 of the Plan.
(R) "Nonqualified Stock Option" or "NQSO" shall mean an Option granted
pursuant to this Plan which does not qualify as an Incentive Stock Option.
(S) "Option" shall mean the right to purchase Common Stock at a price to
be specified and upon terms to be designated by the Committee or otherwise
determined pursuant to this Plan. An Option shall be designated by the Committee
as a Nonqualified Stock Option or an Incentive Stock Option.
(T) "Original Option" shall mean an option as defined in subsection (D) of
Section 6 of the Plan.
(U) "Performance Period" shall mean the period designated by the Committee
during which the performance objectives shall be measured.
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(V) "Performance Share Award" shall mean an award of shares of Common
Stock, the issuance of which is contingent upon attainment of performance
objectives specified by the Committee.
(W) "Performance Shares" shall mean those shares of Common Stock issuable
pursuant to a Performance Share Award.
(X) "Personal Representative" shall mean the person or persons who, upon
the disability or incompetence of an Employee, shall have acquired on behalf of
the Employee by legal proceeding or otherwise the right to receive the benefits
specified in this Plan.
(Y) "Plan" shall mean this AmBase Corporation 1993 Stock Incentive Plan.
(Z) "Reload Option" shall mean an option granted pursuant to Subsection
(D) of Section 6 of the Plan.
(AA) "Restricted Period" shall mean the period designated by the Committee
during which Restricted Stock may not be sold, assigned, transferred, pledged,
or otherwise encumbered, which period shall not be less than one year from the
date of grant.
(BB) "Restricted Stock" shall mean those shares of Common Stock issued
pursuant to a Restricted Stock Award which are subject to the restrictions,
terms and conditions set forth in the related Agreement.
(CC) "Restricted Stock Award" shall mean an award of Restricted Stock.
(DD) "Retained Distributions" shall mean any securities or other property
(other than regular cash dividends) distributed by the Company in respect of
Restricted Stock during any Restricted Period.
(EE) "Retirement" shall mean retirement of an Employee in the employ of
the Company at any time as described in the AmBase Corporation and Affiliates
Pension Plan or in any successor pension plan, as from time to time in effect.
(FF) "Section 16(b) Optionee" shall mean an Employee or former Employee
who is subject to Section 16(b) of the Exchange Act.
(GG) "Stock Appreciation Right" or "SAR" shall mean the right of the
holder to elect to surrender an Option or any portion thereof which is then
exercisable and receive in exchange therefor shares of Common Stock, cash, or a
combination thereof, as the case may be, with an aggregate value equal to the
excess of the Fair Market Value of one share of Common Stock over the Exercise
Price specified in such Option multiplied by the number of shares of Common
Stock covered by such Option or portion thereof which is so surrendered. An SAR
may only be granted concurrently with the grant of the related Option. An SAR
shall be exercisable upon any additional terms and conditions (including,
without limitation, the issuance of Restricted Stock and the imposition of
restrictions upon the timing of exercise) which may be determined as provided in
the Plan.
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(HH) "Subsidiary" shall mean any present or future subsidiary
corporations, as defined in Section 424 of the Code, of AmBase.
(II) "Tax Date" shall mean the date the withholding tax obligation arises
with respect to the exercise of an Award.
SECTION 3. STOCK SUBJECT TO THE PLAN
There will be reserved for issuance under the Plan (upon the exercise of
Options and Stock Appreciation Rights, upon awards of Restricted Stock,
Performance Share Awards and Merit Awards and for stock bonuses on deferred
awards of Restricted Stock and Performance Shares), an aggregate of 5,000,000
shares of AmBase Common Stock, par value $0.01 per share provided; however, that
of such shares, only 2,500,000 shares in the aggregate shall be available for
issuance for Restricted Stock Awards and Merit Awards. Such shares shall be
authorized but unissued shares of Common Stock. Except as provided in Sections 7
and 8 herein, if any Award under the Plan shall expire or terminate for any
reason without having been exercised in full, or if any Award shall be
forfeited, the shares subject to the unexercised or forfeited portion of such
Award shall again be available for the purposes of the Plan.
SECTION 4. ADMINISTRATION
The Plan shall be administered by the Committee. No person who is (or,
within one year prior to his or her appointment as a member of the Committee,
was) eligible to participate in the Plan, or in any other stock option or stock
bonus plan of the Company, shall be a member of the Committee.
In addition to any implied powers and duties that may be needed to carry
out the provisions of the Plan, the Committee shall have all the powers vested
in it by the terms of the Plan, including exclusive authority to select the
Employees to be granted Awards under the Plan, to determine the type, size and
terms of the Awards to be made to each Employee selected, to determine the time
when Awards will be granted, and to prescribe the form of the Agreements
embodying Awards made under the Plan. The Committee shall be authorized to
interpret the Plan and the Awards granted under the Plan, to establish, amend
and rescind any rules and regulations relating to the Plan, to make any other
determinations which it believes necessary or advisable for the administration
of the Plan, and to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent the
Committee deems desirable to carry it into effect. Any decision of the Committee
in the administration of the Plan, as described herein, shall be final and
conclusive.
The Committee may act only by a majority of its members. Any determination
of the Committee may be made, without notice, by the written consent of the
majority of the members of the Committee. In addition, the Committee may
authorize any one or more of their number or any officer of the Company to
execute and deliver documents on behalf of the Committee. No member of the
Committee shall be liable for any action taken or omitted to be taken by him or
her or by any other member of the Committee in connection with the Plan, except
for his or her own willful misconduct or as expressly provided by statute.
The provisions of this Section 4 with respect to decisions made by, and
authority of, the Committee shall be subject to the provisions of subsection (B)
of Section 8 herein.
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SECTION 5. ELIGIBILITY
Awards may only be granted to individuals who are Employees.
SECTION 6. STOCK OPTIONS
A. Designation and Price.
(a) Any Option granted under the Plan may be granted as an Incentive Stock
Option or as a Nonqualified Stock Option as shall be designated by the Committee
at the time of the grant of such Option. Each Option shall be evidenced by an
Agreement between the recipient and the Company, which Agreement shall specify
the designation of the Option as an ISO or a NQSO, as the case may be, and shall
contain such terms and conditions as the Committee, in its sole discretion, may
determine in accordance with the Plan.
(b) Every Incentive Stock Option shall provide for a fixed expiration date
of not later than ten years from the date such Incentive Stock Option is
granted.
(c) The Exercise Price of Common Stock issued pursuant to each Option
(other than a Reload Option) shall be fixed by the Committee at the time of the
granting of the Option; provided, however, that such Exercise Price shall in no
event be less than 100% of the Fair Market Value of the Common Stock on the date
such Option is granted.
B. Exercise.
The Committee may, in its discretion, provide for Options granted under
the Plan to be exercisable in whole or in part; provided, however, that no
Option (other than a Reload Option) shall be exercisable prior to the first
anniversary of the date of its grant, except as provided in Section 11 herein or
as the Committee otherwise determines in accordance with the Plan, and in no
case may an Option be exercised at any time for fewer than 50 shares (or the
total remaining shares covered by the Option if fewer than 50 shares) during the
term of the Option. The specified number of shares will be issued upon receipt
by AmBase of (i) notice from the optionee of exercise of an Option, and (ii)
either payment to AmBase (as provided in Section 6, subsection (C) below), of
the Exercise Price for the number of shares with respect to which the Option is
exercised, or with approval of the Committee, a secured promissory note as
hereinafter provided. Each such notice and payment shall be delivered or mailed
by post-paid mail, addressed to the Treasurer of AmBase at AmBase Corporation,
100 Field Point Road, Greenwich, Connecticut 06830, or such other place as
AmBase may designate from time to time. Separate stock certificates shall be
issued by the Company for those shares acquired pursuant to the exercise of an
ISO and for those shares acquired pursuant to a NQSO.
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C. Payment for Shares.
Except as otherwise provided in this Section 6, the Exercise Price for the
Common Stock shall be paid in full when the Option is exercised. Subject to such
rules as the Committee may impose, the Exercise Price may be paid in whole or in
part in (i) cash, (ii) whole shares of Common Stock owned by the Employee six
months or longer and evidenced by negotiable certificates, valued at their Fair
Market Value on the date of exercise, (iii) by a combination of such methods of
payment, or (iv) such other consideration as shall constitute lawful
consideration for the issuance of Common Stock and be approved by the Committee
(including without limitation, assurance satisfactory to the Committee from a
broker registered under the Exchange Act, of the delivery of the proceeds of an
imminent sale of the stock to be issued pursuant to the exercise of such Option,
such sale to be made at the direction of the Employee). If certificates
representing shares of Common Stock are used to pay all or part of the Exercise
Price of an Option, separate certificates shall be delivered by AmBase
representing the same number of shares as each certificate so used and an
additional certificate shall be delivered representing any additional shares to
which the Employee is entitled as a result of exercise of the Option. Moreover,
if so provided in the Agreement, and subject to such restrictions, terms and
conditions as the Committee may impose, an Employee may request AmBase to
"pyramid" his or her shares; that is, to automatically apply the shares which he
or she is entitled to receive on the exercise of a portion of an Option to
satisfy the exercise for additional portions of the Option, thus resulting in
multiple simultaneous exercises of an Option by use of whole shares as payment.
The Committee may, in its discretion, authorize payment of all or any part of
the Exercise Price over a period of not more than five years from the date the
Option is exercised. In such instance any unpaid balance of the Exercise Price
shall be evidenced by the Employee's promissory note payable to the order of
AmBase which shall be secured by such collateral and shall bear interest at such
rate or rates as determined from time to time by the Committee.
D. Reload Options
The Committee shall have the authority to specify at the time of grant
that an Employee shall be granted another Stock Option (a "Reload Option") in
the event such Employee exercises all or part of a Stock Option (an "Original
Option") by surrendering in accordance with Section 6, subsection (C) of the
above already owned shares of Common Stock in full or partial payment of the
Exercise Price under such Original Option, subject to the availability of shares
of Common Stock under the Plan at the time of exercise. Each Reload Option shall
cover a number of shares of Common Stock equal to the number of shares of Common
Stock surrendered in payment of the Exercise Price, shall have an Exercise Price
per share of Common Stock equal to the Fair Market Value of the Common Stock on
the date of grant of such Reload Option and shall expire on the stated
expiration date of the Original Option. A Reload Option shall be exercisable at
any time and from time to time from and after the date of grant of such Reload
Option (or, as the Committee, in its sole discretion, shall determine at the
time of grant, at such time or times as shall be specified in the Reload
Option); provided, however, that a Reload Option granted to a Section 16(b)
Optionee shall not be exercisable during the first six months from the date of
grant of such Reload Option. The first such Reload Option may provide for the
grant, when exercised, of one subsequent Reload Option to the extent and upon
such terms and conditions, consistent with this Section 6, subsection (D), as
the Committee, in its sole discretion, shall specify at or after the time of
grant of such Reload Option. A Reload Option shall contain such other terms and
conditions which may include a restriction on the transferability of the number
of shares of Common Stock received upon exercise of the Original Option reduced
by a number of shares equal in value to the tax liability incurred upon exercise
as the Committee, in its sole discretion, may deem desirable which may be set
forth in the Agreement evidencing the Reload Option.
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SECTION 7. STOCK APPRECIATION RIGHTS
The Committee may grant Stock Appreciation Rights pursuant to the
provisions of this Section 7 to any holder of any Option (including any Reload
Option) granted under the Plan with respect to all or a portion of the shares
subject to the related Option. An SAR may only be granted concurrently with the
grant of the related Option. Subject to the terms and provisions of this Section
7, each SAR shall be exercisable only at the same time and to the same extent
the related Option is exercisable and in no event after the termination of the
related Option. An SAR shall be exercisable only when the Fair Market Value
(determined as of the date of exercise of the SAR) of each share of Common Stock
with respect to which the SAR is to be exercised shall exceed the Exercise Price
per share of Common Stock subject to the related Option. An SAR granted under
the Plan shall be exercisable in whole or in part by notice to AmBase. Such
notice shall state that the holder of the SAR elects to exercise the SAR and the
number of shares in respect of which the SAR is being exercised. For purposes of
this Section 7, the date of exercise of an SAR shall mean the date on which the
Company receives such notice.
Subject to the terms and provisions of this Section 7, upon the exercise
of an SAR, the holder thereof shall be entitled to receive from AmBase
consideration (in the form hereinafter provided) equal in value to the excess of
the Fair Market Value (determined as of the date of exercise of the SAR) of each
share of Common Stock with respect to which such SAR has been exercised over the
Exercise Price per share of Common Stock subject to the related Option. The
Committee may stipulate in the Agreement the form of consideration which shall
be received upon the exercise of an SAR. If no consideration is specified
therein, upon the exercise of an SAR, the holder may specify the form of
consideration to be received by such holder, which shall be in shares of Common
Stock (valued at Fair Market Value on the date of exercise of the SAR), or in
cash, or partly in cash and partly in shares of Common Stock, as the holder
shall request; provided, however, that the Committee, in its sole discretion,
may disapprove the form of consideration requested and instead authorize the
payment of such consideration in shares of Common Stock (valued as aforesaid),
or in cash, or partly in cash and partly in shares of Common Stock.
Upon the exercise of an SAR, the related Option shall be deemed exercised
to the extent of the number of shares of Common Stock with respect to which such
SAR is exercised and to that extent a corresponding number of shares of Common
Stock shall not again be available for the grant of Awards under the Plan. Upon
the exercise or termination of the Related Option, the SAR with respect thereto
shall be considered to have been exercised or terminated to the extent of the
number of shares of Common Stock with respect to which the related Option was so
exercised or terminated.
SECTION 8. RESTRICTED STOCK AWARDS
A. Awards to Employees
The Committee may make an award of Restricted Stock to selected Employees,
evidenced by an Agreement which shall contain such terms and conditions as the
Committee, in its sole discretion, may determine. The amount of each Restricted
Stock Award and the respective terms and conditions of each Award (which terms
and conditions need not be the same in each case) shall be determined by the
Committee in its sole discretion. As a condition to any Award hereunder, the
Committee may require an Employee to pay to the Company an amount equal to, or
in excess of, the par value of the shares of Restricted Stock awarded to him or
her. Any such Restricted Stock Award shall automatically expire if not purchased
in accordance with the Committee's requirements within thirty (30) days after
the date of grant. Subject to the terms and conditions of each Restricted Stock
Award, the Employee, as the owner of the Common Stock issued as Restricted
Stock, shall have all rights of a stockholder including, but not limited to,
voting rights as to such Common Stock and the right to receive dividends thereon
when, as and if paid.
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In the event that a Restricted Stock Award has been made to an Employee
whose employment or service is subsequently terminated for any reason prior to
the lapse of all restrictions thereon, such Restricted Stock will be forfeited
in its entirety by such Employee; provided, however, that the Committee may, in
its sole discretion, limit such forfeiture. Any Restricted Stock so forfeited by
an Employee shall not again be available for the grant of Awards under the Plan.
In the event of a Change in Control, an Employee may receive his or her
Restricted Stock free and clear of all restrictions as the Committee may
determine, in its sole discretion, or as may otherwise be provided pursuant to
the Employee's Restricted Stock Award.
Employees may be offered the opportunity to defer the receipt of payment
of vested shares of Restricted Stock, and Common Stock may be granted as a bonus
for deferral, under terms as may be established by the Committee from time to
time; however, in no event shall the Common Stock granted as a bonus for
deferral exceed 20% of the Restricted Stock so deferred.
B. Transferability
Restricted Stock may not be sold, assigned, transferred, pledged, or
otherwise encumbered during a Restricted Period, which, in the case of
Employees, shall be determined by the Committee and which shall not be less than
one year from the date such Restricted Stock was awarded. The Committee may at
any time reduce the Restricted Period with respect to any outstanding shares of
Restricted Stock awarded under the Plan to Employees, but in no event shall such
Restricted Period be less than one year.
During the Restricted Period, certificates representing the Restricted
Stock and any Retained Distributions shall be registered in the recipient's name
and bear a restrictive legend to the effect that ownership of such Restricted
Stock (and any such Retained Distributions), and the enjoyment of all rights
appurtenant thereto are subject to the restrictions, terms, and conditions
provided in the Plan and the applicable Agreement. Such certificates shall be
deposited by the recipient with the Company, together with stock powers or other
instruments of assignment, each endorsed in blank, which will permit transfer to
the Company of all or any portion of the Restricted Stock and any securities
constituting Retained Distributions which shall be forfeited in accordance with
the Plan and the applicable Agreement. Restricted Stock shall constitute issued
and outstanding shares of Common Stock for all corporate purposes. The recipient
will have the right to vote such Restricted Stock, to receive and retain all
regular cash dividends, and to exercise all other rights, powers, and privileges
of a holder of Common Stock with respect to such Restricted Stock, with the
exception that (i) the recipient will not be entitled to delivery of the stock
certificate or certificates representing such Restricted Stock until the
restrictions applicable thereto shall have expired; (ii) the Company will retain
custody of all Retained Distributions made or declared with respect to the
Restricted Stock (and such Retained Distributions will be subject to the same
restrictions, terms and conditions as are applicable to the Restricted Stock)
until such time, if ever, as the Restricted Stock with respect to which such
Retained Distributions shall have been made, paid, or declared shall have become
vested, and such Retained Distributions shall not bear interest or be segregated
in separate accounts; (iii) the recipient may not sell, assign, transfer,
pledge, exchange, encumber, or dispose of the Restricted Stock or any Retained
Distributions during the Restricted Period; and (iv) a breach of any
restrictions, terms, or conditions provided in the Plan or established by the
Committee with respect to any Restricted Stock or Retained Distributions will
cause a forfeiture of such Restricted Stock and any Retained Distributions with
respect thereto.
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SECTION 9. MERIT AWARDS
The Committee may from time to time make an award of Common Stock under
the Plan to selected Employees for such reasons and in such amounts as the
Committee, in its sole discretion, may determine. As a condition to any such
Merit Award, the Committee may require an Employee to pay to the Company an
amount equal to, or in excess of, the par value of the shares of Common Stock
awarded to him or her.
SECTION 10. PERFORMANCE SHARES
The Committee may make awards of Common Stock, evidenced by an Agreement,
to selected Employees on the basis of the Company's financial performance in any
given period. Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to determine the Employees who shall receive such
Performance Shares, to determine the number of such shares to be granted for
each Performance Period, and to determine the duration of each such Performance
period. There may be more than one Performance Period in existence at any one
time, and the duration of Performance Periods may differ from each other.
The Committee shall establish performance measures for each Performance
Period on the basis of such criteria and to accomplish such objectives as the
Committee may from time to time, in its sole discretion, determine. Such
measures may include, but shall not be limited to, return on investment,
earnings per share, return on stockholders' equity, or return to stockholders.
The performance measures determined by the Committee shall be established prior
to the beginning of each Performance Period but may be subject to such later
revisions as the Committee shall deem appropriate. Performance Shares may not be
sold, assigned, transferred, pledged, or otherwise encumbered, except as herein
provided and as provided in Section 11(e), during the Performance Period.
An Employee must be employed by the Company at the end of a Performance
Period in order to be entitled to payment of Performance Shares in respect of
such period; provided, however, that in the event of an Employee's cessation of
employment before the end of such period, or upon the occurrence of his or her
death, retirement, or disability, or other reason approved by the Committee, the
Committee may, in its sole discretion, limit such forfeiture. In the event of a
Change in Control, an Employee may receive his or her Performance Shares if
approved by the Committee, in its sole discretion, or as otherwise provided in
his or her Performance Share Award.
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SECTION 11. CONTINUED EMPLOYMENT AND AGREEMENT TO SERVE
(a) Subject to the provisions of paragraph (e) of this Section 11, every
Option (other than a Reload Option) and SAR shall provide that it may not be
exercised in whole or in part for a period of one year after the date of
granting such Option and, if the employment of the Employee shall terminate, for
any reason other than death or disability as determined by the Committee, prior
to the end of such one year period or with respect to any Reload Option such
other period as may be specified by the Committee within such Reload Option may
not be exercised, the Option granted to such Employee shall immediately
terminate.
(b) Every Option shall provide that in the event the Employee dies while
employed by AmBase, during the one-year period of disability described in
paragraph (c) of this Section 11, or within three months after cessation of
employment for any cause, such Option shall be exercisable, at any time or from
time to time, prior to the fixed termination date set forth in the Option, by
the Beneficiaries of the decedent for the number of shares which the Employee
could have acquired under the Option immediately prior to the Employee's death.
(c) Every option shall provide that in the event the employment of any
Employee shall cease by reason of total and permanent disability within the
meaning of Section 22(e) (3) of the Code, as determined by the Committee at any
time during the term of the Option, such Option shall be exercisable, at any
time or from time to time by such Employee, during a period of one year of
continuing disability following termination of employment by reason of such
disability for the number of shares which the Employee could have acquired under
the Option immediately prior to the Employee's total and permanent disability.
The one-year period following such termination of employment during which
Options may be exercisable may be extended at the discretion of the Committee;
provided, however, that no Option may be exercisable after the fixed termination
date set forth in the Option. The determination by the Committee of any question
involving disability shall be conclusive and binding.
(d) Except as provided in paragraphs (a), (b), (c) and (e) of this Section
11, every Option shall provide that it shall terminate on the earlier to occur
of the fixed termination date set forth in the Option or three months after
cessation of the Employee's employment for any cause except Retirement, in which
event the Option shall be exercisable for a period of three years after such
Retirement date, which three-year period may be extended at the discretion of
the Committee. If an Option is exercised after cessation of employment or
Retirement, it may be exercised only in respect of the number of shares which
the Employee could have acquired under the Option immediately prior to such
cessation of employment or Retirement; provided, however, that no Option may be
exercised after the fixed termination date set forth in the Option.
(e) Notwithstanding any provision of this Section 11 to the contrary, any
Award granted pursuant to the Plan may, in the discretion of the Committee or as
provided in the relevant Agreement, become exercisable, at any time or from time
to time, prior to the fixed termination date set forth in the Award for the full
number of awarded shares or any part thereof, less such numbers as may have been
theretofore acquired under the Award (i) from and after the time the Employee
ceases to be an employee of AmBase as a result of the sale or other disposition
by AmBase of assets or property (including shares of any subsidiary) in respect
of which such Employee had theretofore been employed or as a result of which
such Employee's continued employment with AmBase is no longer required, and (ii)
in the case of a Change in Control, from and after the date of such Change in
Control.
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(f) Each Employee granted an Award under this Plan shall agree by his or
her acceptance of such Award to remain in the service of AmBase for a period of
at least one year from the date of the Agreement respecting the Award between
AmBase and the Employee. Such service shall, subject to the terms of any
contract between AmBase and such Employee, be at the pleasure of AmBase and at
such compensation as AmBase shall reasonably determine from time to time.
Nothing in the Plan, or in any Award granted pursuant to the Plan, shall confer
on any individual any right to continue in the employment of or service to
AmBase or interfere in any way with the right of AmBase to terminate the
Employee's employment at any time.
(g) Subject to the limitations set forth in Section 422 of the Code, the
Committee may adopt, amend, or rescind from time to time such provisions as it
deems appropriate with respect to the effect of leaves of absence approved by
any duly authorized officer of AmBase with respect to any Employee.
SECTION 12. WITHHOLDING TAXES
Federal, state or local law may require the withholding of taxes
applicable to gains resulting from the exercise of an Award. Unless otherwise
prohibited by the Committee, each Employee may satisfy any such tax withholding
obligation by any of the following means, or by a combination of such means: (i)
a cash payment, (ii) authorizing AmBase to withhold from the shares of Common
Stock otherwise issuable to the Employee pursuant to the exercise or vesting of
an Award a number of shares having a Fair Market Value, as of the Tax Date,
which will satisfy the amount of the withholding tax obligation, or (iii) by
delivery to AmBase a number of shares of Common Stock having a Fair Market
Value, as of the Tax Date, which will satisfy the amount of the withholding tax
obligation arising from an exercise or vesting of an award. An Employee's
election to pay the withholding tax obligation by (ii) or (iii) above must be
made on or before the Tax Date, is irrevocable, is subject to such rules as the
Committee may adopt, and may be disapproved by the Committee. If the amount
requested is not paid, the Committee may refuse to issue Common Stock under the
Plan.
SECTION 13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of any change in the outstanding Common Stock of the Company
by reason of any stock split, stock dividend, recapitalization, merger,
consolidation, reorganization, combination, or exchange of shares, split-ups,
split-off, spin-off, liquidation or other similar change in capitalization, or
any distribution to common stockholders other than cash dividends, the number or
kind of shares that may be issued under the Plan pursuant to Section 3 herein
and the number or kind of shares subject to, or the price per share under any
outstanding Award shall be automatically adjusted so that the proportionate
interest of the Employee shall be maintained as before the occurrence of such
event. Such adjustment shall be conclusive and binding for all purposes of the
Plan.
SECTION 14. AMENDMENTS AND TERMINATION
Unless the Plan shall have been terminated as hereinafter provided, the
Plan shall terminate on, and no Award (other than Reload Options automatically
granted pursuant to Section 6 herein) shall be granted after May 28, 1998. The
Plan may be terminated, modified or amended by the stockholders of the Company.
The Board may at any time terminate, modify or amend the Plan in such respects
as it shall deem advisable; provided, however, that the Board may not, without
approval by the holders of a majority of the outstanding shares of stock present
and voting at any annual or special meeting of stockholders of AmBase: (i)
increase (except as provided in Section 13 herein) the maximum number of shares
which may be issued pursuant to the Awards granted under the Plan, (ii) change
class of persons eligible to receive Awards, (iii) change the manner of
determining the Exercise Price of Options other than to change the manner of
determining the Fair Market Value of the Common Stock as set forth in Section 2
herein or (iv) extend the period during which Awards may be granted or
exercised.
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SECTION 15. MISCELLANEOUS PROVISIONS
(a) No Employee or other person shall have any claim or right to be
granted an Award under the Plan.
(b) An Employee's rights and interest under the Plan may not be assigned
or transferred in whole or in part, either directly or by operation of law or
otherwise (except in the event of an Employee's death, by will or the laws of
descent and distribution), including, but not by way of limitation, execution,
levy, garnishment, attachment, pledge, bankruptcy or in any other manner, and no
such right or interest of any Employee in the Plan shall be subject to any
obligation of liability of such individual. An Award shall be exercisable,
during an Employee's lifetime, only by him or her or his or her Personal
Representative. Except as specified in Section 8 herein, the holder of an Award
shall have none of the rights of a stockholder until the shares subject thereto
shall have been registered in the name of the person receiving or person or
persons exercising the Award on the transfer books of the Company.
(c) No Common Stock shall be issued hereunder unless counsel for the
Company shall be satisfied that such issuance will be in compliance with
applicable Federal, state, and other securities laws.
(d) The expenses of the Plan shall be borne by the Company.
(e) By accepting any Award under the Plan, each Employee and each Personal
Representative or Beneficiary claiming under or through him or her shall be
conclusively deemed to have indicated his or her acceptance and ratification of,
and consent to, any action taken under the Plan by the Company, the Board or the
Committee.
(f) Awards granted under the Plan shall be binding upon AmBase, its
successors, and assigns.
(g) The appropriate officers of the Company shall cause to be filed any
reports, returns, or other information regarding Awards hereunder or any Common
Stock issued pursuant hereto as may be required by Section 13 or 15(d) of the
Exchange Act, or any other applicable statute, rule, or regulation.
(h) Nothing contained in this Plan shall prevent the Board of Directors
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required.
(i) Each Employee shall be deemed to have been granted an Award on the
date the Committee took action to grant such Award under the Plan or such later
date as the Committee, in its sole discretion, shall determine at the time such
grant is authorized; provided, however, that a Reload Option shall be deemed to
have been granted on the date on which the Original Option is exercised or such
later date as the Committee, in its sole discretion, shall determine prior to
the date on which such exercise occurs and a subsequent Reload Option shall be
deemed to have been granted on the date on which the underlying Reload Option is
exercised or such later date as the Committee, in its sole discretion, shall
determine prior to the date on which such exercise occurs.
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SECTION 16. EFFECTIVENESS OF THE PLAN
The Plan shall be submitted to the stockholders of the Company for their
approval and adoption on May 28, 1993 or such other date fixed for the next
meeting of stockholders or any adjournments or postponements thereof. The Plan
shall not be effective and no Award shall be made hereunder unless and until the
Plan has been so approved and adopted at a meeting of the Company's
stockholders.
SECTION 17. GOVERNING LAW
The provisions of this Plan shall be interpreted and construed in
accordance with the laws of the State of Connecticut.
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