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As filed with the Securities and Exchange Commission on February 11, 2000
Registration No.333-08277
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
COOPER INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 31-4156620
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)
600 Travis, Suite 5800
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
COOPER INDUSTRIES, INC.
AMENDED AND RESTATED
STOCK INCENTIVE PLAN
-----------------------------
Diane K. Schumacher
Senior Vice President,
General Counsel and Secretary
600 Travis, Suite 5800
Houston, Texas 77002
(Name and address of agent for service)
(713) 209-8400
(Telephone number of agent for service)
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. EXHIBITS.
Number Description
- ------ -----------
4.1 Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
24.1 Powers of Attorney from members of Cooper Industries, Inc.'s
Board of Directors
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on February 9, 2000.
<TABLE>
<S> <C> <C>
COOPER INDUSTRIES, INC.
By /s/ H. John Riley, Jr.
------------------------
H.John Riley, Jr.
Chairman of the Board, President
and Chief Executive Officer
Director, Chairman of the
Board, President and Chief
/s/ H. John Riley, Jr. Executive Officer February 9, 2000
- ----------------------------------
H. John Riley, Jr.
Senior Vice President and
/s/ D. Bradley McWilliams Chief Financial Officer February 9, 2000
- ---------------------------------- (Principal Accounting Officer)
D. Bradley McWilliams
*/s/ Warren L. Batts Director February 9, 2000
- ----------------------------------
Warren L. Batts
*/s/ Robert M. Devlin Director February 9, 2000
- ----------------------------------
Robert M. Devlin
*/s/ Clifford J. Grum Director February 9, 2000
- ----------------------------------
Clifford J. Grum
*/s/ Linda A. Hill Director February 9, 2000
- ----------------------------------
Linda A. Hill
</TABLE>
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<TABLE>
<S> <C> <C>
*/s/ John D. Ong
Director February 9, 2000
- ----------------------------------
John D. Ong
*/s/ Sir Ralph H. Robins Director February 9, 2000
- ----------------------------------
Sir Ralph H. Robins
*/s/ Dan F. Smith Director February 9, 2000
- ----------------------------------
Dan F. Smith
*/s/ James R. Wilson Director February 9, 2000
- ----------------------------------
James R. Wilson
* by: /s/ Diane K. Schumacher
----------------------------
Diane K. Schumacher
Pursuant to Powers of Attorney filed
as Exhibit 24.1
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
4.1 Cooper Industries, Inc. Amended and Restated Stock
Incentive Plan
*5.1 Opinion of Diane K. Schumacher as to legality of securities
being issued
*23.1 Consent of Diane K. Schumacher (included in Exhibit 5.1).
*23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Powers of Attorney from members of Cooper Industries, Inc.'s
Board of Directors
</TABLE>
* Previously filed.
<PAGE> 1
EXHIBIT 4.1
COOPER INDUSTRIES, INC.
AMENDED AND RESTATED
STOCK INCENTIVE PLAN
AUGUST 4, 1998
I. PURPOSE OF THE PLAN
The Cooper Industries Stock Incentive Plan is intended to provide
Cooper Industries, Inc. (the "Company") a means by which it can engender and
sustain a sense of proprietorship and personal commitment on the part of its
executives, managers and other key employees in the continued growth,
development and financial success of the Company and encourage them to remain
with and devote their best efforts to the business of the Company, thereby
advancing the interests of the Company and its shareholders. Accordingly, the
Company may award to certain employees shares of the Common Stock of the
Company, on the terms and conditions established herein.
II. DEFINITIONS
2.1 "Award" means any form of Stock Option, Restricted Stock or
Performance Share granted under the Plan, whether singly or in combination, to
a Participant by the Committee pursuant to such terms, conditions, restrictions
and limitations, if any, as the Committee may establish by the Award Agreement
or otherwise.
2.2 "Award Agreement" means a written agreement with respect to
an Award between the Company and a Participant establishing the terms,
conditions, restrictions and limitations applicable to an Award. To the extent
an Award Agreement is inconsistent with the terms of the Plan, the Plan shall
govern the rights of the Participant thereunder.
2.3 "Board" shall mean the Board of Directors of the Company.
2.4 A "Change in Control" shall be deemed to have occurred if the
event set forth in any one of the following paragraphs shall have occurred:
(1) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in
the securities beneficially owned by such Person any securities
acquired directly from the Company or its affiliates) representing 25%
or more of the combined voting power of the Company's then outstanding
securities, excluding any Person who becomes such a Beneficial Owner
in connection with a transaction described in clause (i) of paragraph
(3) below; or
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(2) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who on the date hereof constitute the Board and any new
director (other than a director whose initial assumption of office is
in connection with an actual or threatened election contest, including
but not limited to a consent solicitation, relating to the election of
directors of the Company) whose appointment or election by the Board
or nomination for election by the Company's stockholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on the date hereof or
whose appointment, election or nomination for election was previously
so approved or recommended; or
(3) there is consummated a merger or consolidation of
the Company or any direct or indirect subsidiary of the Company with
any other corporation, other than (i) a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent thereto), at
least 60% of the combined voting power of the securities of the
Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
(not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates)
representing 25% or more of the combined voting power of the Company's
then outstanding securities; or
(4) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 60% of the combined voting
power of the voting securities of which are owned by stockholders of
the Company in substantially the same proportions as their ownership
of the Company immediately prior to such sale.
Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Company
immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an
entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of
transactions.
For purposes of this section, "Affiliate" shall have the meaning set
forth in Rule 12b-2 under Section 12 of the Exchange Act; "Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under the
Exchange Act, except that a Person shall not be deemed to
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be the Beneficial Owner of any securities which are properly filed on
a Form 13-G; and "Person" shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)
and 14(d) thereof, except that such term shall not include (i) the
Company or any of its Affiliates, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or
any of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities or (iv) a
corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of
stock of the Company.
2.5 "Change in Control Price" means the higher of (i) the Fair
Market Value on the date of determination of the Change in Control, or (ii) the
highest price per share actually paid for the Common Stock in connection with
the Change in Control of the Company.
2.6 "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
2.7 "Commission" shall mean the Securities and Exchange
Commission.
2.8 "Committee" means the Management Development and Compensation
Committee of the Board, or such other committee designated by the Board to
administer the Plan, provided that the Committee shall consist of three or more
persons, each of whom is an "outside director" within the meaning of Section
162(m) of the Code and a "disinterested person" within the meaning of Rule
16b-3 under the Exchange Act.
2.9 "Common Stock" or "Shares" shall mean the shares of Common
Stock, par value $5.00 a share, of the Company and other such securities of the
Company as the Committee may from time to time determine.
2.10 "Dividend Equivalent" shall mean any right granted pursuant
to Section X hereof.
2.11 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
2.12 "Executive Officer" means an executive officer as defined in
Rule 3b-7 promulgated under the Exchange Act.
2.13 "Fair Market Value" of a share of Common Stock, as of any
date, means the average of the high and low sales prices of a share of Common
Stock as reported on the Stock Exchange composite tape on the applicable date,
provided that if no sales of Common Stock were made on the Stock Exchange on
that date, the average of the high and low prices as reported on the composite
tape for the preceding day on which sales of Common Stock were made.
2.14 "Incentive Stock Option" shall mean an option granted under
Section VII hereof that is intended to meet the requirements of Section 422 of
the Code or any successor provision thereto.
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2.15 "Nonstatutory Stock Option" shall mean an option granted
under Section VII hereof that is not intended to be an Incentive Stock Option.
2.16 "Option" shall mean any right granted to a Participant under
the Plan allowing such Participant to purchase Shares at such prices and during
such Period or Periods as the Committee shall determine.
2.17 "Participant" means an officer or key employee of the Company
or its subsidiaries who is selected by the Committee to participate in the
Plan.
2.18 "Performance Goals" or "Targets" in respect to Awards of
Performance Shares are defined as the performance criterion or criteria
established by the Committee, pursuant to Section 9.3 hereof.
2.19 "Performance Period" shall mean that period established by
the Committee at the time any Performance Shares are granted, provided that a
Performance Period shall be a minimum of one year.
2.20 "Performance Share" shall mean any grant pursuant to Section
IX hereof of a unit valued by reference to a designated number of Shares, which
value may be paid to the Participant by delivery of such property as the
Committee shall determine, including cash. Shares or any combination thereof,
upon achievement of such Performance Goals during the Performance Period as the
Committee shall establish at the time of such grant or thereafter.
2.21 "Plan" shall mean the Cooper Industries, Inc. Stock Incentive
Plan dated November 7, 1995.
2.22 "Restricted Stock" shall mean any Shares issued pursuant to
Section VIII and which are subject to such terms, conditions and restrictions
as the Committee deems appropriate, including but not limited to restrictions
on transferability, which restrictions may lapse separately or in combination
at such time or times, in installments or otherwise, as the Committee may deem
appropriate.
2.23 "Section 162(m)" means Section 162(m) of the Code and the
regulations promulgated thereunder.
2.24 "Stock Exchange" means the New York Stock Exchange, Inc.
("NYSE") or, if the Common Stock is no longer included on the NYSE, then such
other market price reporting system on which the Common Stock is traded or
quoted.
2.25 "Voting Stock" means securities entitled to vote in an
election of Directors of the Company.
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III. ADMINISTRATION
3.1 The Plan shall be administered by the Committee.
3.2 Subject to the provisions of the Plan, the Committee shall
have the authority in its sole discretion to administer the Plan and to
exercise all the powers and authorities either specifically granted to it under
the Plan or necessary or advisable in the administration of the Plan,
including, without limitation, the authority to select the Participants; to
determine the type of Awards to be made to Participants; to determine the
Shares subject to any Award and the terms, conditions and restrictions relating
to any Award; to determine whether, to what extent and under what circumstances
any Award may be settled, cancelled, forfeited, exchanged, or surrendered; to
waive or modify any condition applicable to an Award (other than a Performance
Share Award to Executive Officers if inconsistent with Section 162(m)); to make
adjustments in the performance goals of an Award (i) in recognition of unusual
or nonrecurring events affecting the Company or the financial statements of the
Company (with respect to Awards made to Executive Officers, to the extent in
accordance with Section 162(m), if applicable) or (ii) in response to changes
in applicable laws, regulations, or accounting principles; to interpret the
Plan; to establish, amend or rescind any administrative policies; to determine
the terms and provisions of any agreements entered into hereunder; and to make
all other determinations necessary or advisable for the administration of the
Plan. The Committee may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or in any Award in the manner and to the extent
it shall deem desirable to carry it into effect. The determinations of the
Committee in the administration of the Plan, as described herein, shall be
final and conclusive: provided, however, that no action shall be taken which
will prevent Awards granted under the Plan from meeting the requirements for
exemption from Section 16(b) of the Exchange Act, or subsequent comparable
statute, as set forth in Rule 16b-3 under the Exchange Act or any subsequent
comparable rule; and, provided further, that no action shall be taken which
will prevent Awards hereunder that are intended to provide "performance-based
compensation," within the meaning of Section 162(m), from doing so.
3.3 In order to enable Participants who are foreign nationals or
employed outside the United States, or both, to receive Awards under the Plan,
the Committee may adopt such amendments, subplans and the like as are necessary
or advisable, in the opinion of the Committee, to effectuate the purposes of
the Plan.
IV. ELIGIBILITY
Any key employee of the Company or any of its subsidiaries or
affiliates is eligible to receive one or more Awards under the Plan.
V. SHARES SUBJECT TO THE PLAN
5.1 There shall be available for Awards granted wholly or partly
in Common Stock (including rights or options which may be exercised for or
settled in Common Stock) during the
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term of this Plan an aggregate of 7,000,000 shares of Common Stock, of which no
more than 2,300,000 shall be available for Restricted Stock or Performance
Shares as provided herein, subject to the adjustments provided for in Section
XIV hereof. Shares of Common Stock available for issuance under the Plan may be
authorized and unissued Shares or treasury shares, as the Company may from time
to time determine. The Board of Directors and the appropriate officers of the
Company shall from time to time take whatever actions are necessary to file
required documents with governmental authorities and the Stock Exchange to make
shares of Common Stock available for issuance pursuant to Awards. Common Stock
related to Awards that are forfeited or otherwise terminated, or expire
unexercised, or are settled in a manner such that all or some of the Shares
covered by an Award are not issued to a Participant (other than an exchange for
cash or other property of comparable value) shall immediately become available
for Awards hereunder. If an Award is exchanged for cash or other property of
comparable value, the Common Stock related to the Award will be deducted from
the Shares available for Awards hereunder. Any Shares issued by the Company in
respect of the assumption or substitution of outstanding awards from a
corporation or other business entity acquired by the Company shall not reduce
the number of Shares available for Awards under this Plan. The Committee may
from time to time adopt and observe such procedures concerning the counting of
shares against the Plan maximum as it may deem appropriate under Rule 16b-3
issued pursuant to the Exchange Act.
5.2 The number of shares of Common Stock subject to Awards
granted under the Plan to any individual who is an Executive Officer shall not
exceed the limits set forth below:
o Stock Options - the greater of 100,000 Shares per calendar
year or a total of 500,000 Shares in a continuous five (5)
year period.
o Restricted Stock and Performance Shares - the greater of
125,000 Shares per calendar year or a total of 500,000 Shares
in a continuous four (4) year period.
Determinations under the preceding sentence shall be made in a manner that is
consistent with Section 162(m).
VI. AWARDS
Awards under the Plan may consist of: Stock Options (other Incentive
Stock Options within the meaning of Section 422 of the Code or Nonstatutory
Stock Options), Restricted Stock, or Performance Shares. Awards of Performance
Shares and Restricted Stock may provide the Participant with dividends or
Dividend Equivalents and voting rights prior to vesting (whether based on a
period of time or based on attainment of specified performance conditions). The
terms, conditions and restrictions of each Award shall be set forth in an Award
Agreement.
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VII. STOCK OPTIONS
7.1 GRANTS. Awards may be granted in the form of Stock Options.
Stock Options may be incentive Stock Options within the meaning of Section 422
of the Code or Nonqualified Stock Options or a combination of both, or any
particular type of tax-advantaged option authorized by the Code from time to
time, and approved by the Committee.
7.2 TERMS AND CONDITIONS OF OPTIONS. A Stock Option shall be
exercisable in whole or in such installments and at such times and upon such
terms as may be determined by the Committee: provided, however, that no Stock
Option shall be exercisable more than 10 years after the date of grant thereof.
The option exercise price shall be established by the Committee, but such price
shall not be less than the Fair Market Value on the date of the Stock Option's
grant, subject to adjustment as provided in Section XIV hereof.
7.3 RESTRICTIONS RELATING TO INCENTIVE STOCK OPTIONS. Stock
Options issued in the form of Incentive Stock Options shall, in addition to
being subject to all applicable terms, conditions, restrictions and limitations
established by the Committee, comply with Section 422 of the Code. Incentive
Stock Options shall be granted only to key employees of the Company and its
subsidiaries within the meaning of Section 424 of the Code.
7.4 PAYMENT. Upon exercise, a Participant may pay the option
exercise price of a Stock Option in cash or Shares, or a combination of cash
and Shares, or such other consideration as the Committee may deem appropriate.
The Committee shall establish appropriate methods for accepting Common Stock
and may impose such conditions as it deems appropriate on the use of Common
Stock to exercise a Stock Option.
7.5 ADDITIONAL TERMS AND CONDITIONS. The Committee may, by way of
the Award Agreement or otherwise, establish such other terms, conditions or
restrictions, if any, on any Stock Option Award, provided they are not
inconsistent with the Plan. The Committee may condition the vesting of Stock
Options on the achievement of financial performance criteria established by the
Committee at the time of grant.
VIII. RESTRICTED STOCK AWARDS
8.1 GRANTS. Awards may be granted in the form of Restricted Stock
("Restricted Stock Awards"). Restricted Stock Awards shall be awarded in such
numbers and at such times as the Committee shall determine.
8.2 AWARD RESTRICTIONS. Restricted Stock Awards shall be subject
to such terms, conditions or restrictions as the Committee deems appropriate,
including, but not limited to, restrictions on transferability, requirements of
continued employment, individual performance or the financial performance of
the Company. The period of vesting and the forfeiture restrictions shall be
established by the Committee at the time of grant, provided that the period of
vesting shall be at least one year from the date of grant, except as provided
in Section XVIII.
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8.3 RIGHTS AS SHAREHOLDERS. The Committee may, in its discretion,
grant to the Participant to whom such Restricted Stock has been awarded, all or
any of the rights of a shareholder with respect to such shares of Restricted
Stock, including the right to receive dividends.
8.4 EVIDENCE OF AWARD. Any Restricted Stock Award granted under
the Plan may be evidenced in such manner as the Committee deems appropriate,
including, without limitation, book entry registration or issuance of a stock
certificate or certificates.
IX. PERFORMANCE SHARE AWARDS
9.1 GRANTS. Awards may be granted in the form of Performance
Shares.
9.2 PERFORMANCE SHARES. The Committee may grant an Award of
Performance Shares to Participants as of the first day of each Performance
Period. Performance Goals will be established by the Committee not later than
90 days after the commencement of the Performance Period relating to the
specific Award. At the end of the Performance Period, the Performance Shares
shall be converted into Common Stock (or cash or a combination of Common Stock
and cash, as determined by the Award Agreement) and distributed to Participants
based upon such entitlement. Award payment in respect of Performance Shares
made in cash rather than the issuance of Common Stock shall not, by reason of
such payment in cash, result in additional Shares being available for
reissuance pursuant to Section V hereof.
9.3 PERFORMANCE CRITERIA. Notwithstanding anything to the
contrary contained in this Section IX, Performance Share Awards shall be made
to Executive Officers only in compliance with Section 162(m). Performance
criteria used to establish Performance Goals for Performance Share Awards
granted to Executive Officers must include one or any combination of the
following: (i) the Company's return on equity, assets, capital or investment;
(ii) pre-tax or after-tax profit levels expressed in earnings per share of the
Company or any subsidiary or business segment of the Company; (iii) cash flow
or similar measure; (iv) total shareholder return; (v) change in the market
price of the Common Stock; or (vi) market share. The Performance Goals
established by the Committee for each Performance Share Award will specify
achievement targets with respect to each applicable performance criterion
(including a threshold level of performance below which no amount will become
payable with respect to such Award). To the extent applicable, any such
Performance Goals shall be determined in accordance with generally accepted
accounting principles. Each Award will specify the amount payable, or the
formula for determining the amount payable, upon achievement of the various
applicable Performance Targets. The Performance Goals established by the
Committee may be (but need not be) different for each Performance Period and
different Performance Goals may be applicable for Awards to different Executive
Officers in the same Performance Period. Payment shall be made with respect to
a Performance Share Award to an Executive Officer only after the attainment of
the applicable Performance Goals has been certified in writing by the
Committee.
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9.4 ADJUSTMENTS. The Committee shall be authorized to make
adjustments in the method of calculating attainment of Performance Goals in
recognition of: (i) extraordinary or non-recurring items; (ii) changes in tax
laws; (iii) changes in generally accepted accounting principles or changes in
accounting policies; (iv) charges related to restructured or discontinued
operations; (v) restatement of prior period financial results; and (vi) any
other unusual, non-recurring gain or loss that is separately identified and
quantified in the Company's financial statements. Notwithstanding the
foregoing, the Committee may, at its sole discretion, reduce the performance
results upon which Awards are based under the Plan, to offset any unintended
result(s) arising from events not anticipated when the Performance Goals were
established, provided, that such adjustment is permitted by Section 162(m).
9.5 ADDITIONAL TERMS AND CONDITIONS. The Committee may, by way of
the Award Agreement or otherwise, determine the manner of payment of Awards of
Performance Shares and other terms, conditions or restrictions, if any, on any
Award of Performance Shares, provided they are consistent with the Plan.
X. DIVIDENDS
Upon issuance of Performance Shares earned under the Plan, the Company
also shall pay to the Participant an amount equal to the aggregate amount of
dividends that the Participant would have received had the Participant been the
owner of record of such earned Performance Shares during the Performance
Period.
XI. DEFERRALS AND SETTLEMENTS
The Committee may require or permit Participants to elect to defer the
issuance of Shares or the settlement of Awards in cash as set out in any Award
Agreement or under such administrative policies as it may establish under the
Plan. It also may provide that deferred settlements include the payment or
crediting of interest on the deferral amounts, or the payment or crediting of
Dividend Equivalents where the deferral amounts are denominated in Shares.
XII. TERMINATION OF EMPLOYMENT
Upon the termination of employment by a Participant, any unexercised,
deferred or unpaid Awards shall be treated as provided in the specific Award
Agreement evidencing the Award, except that the Committee may, in its
discretion, accelerate the vesting or exercisability of an Award, eliminate or
make less restrictive any restrictions contained in an Award, waive any
restriction or other provision of this Plan or an Award or otherwise amend or
modify the Award in any manner that is either: (i) not adverse to such
Participant; or (ii) consented to by such Participant.
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XIII. TRANSFERABILITY AND EXERCISABILITY
Awards granted under the Plan shall not be transferable or assignable
other than: (i) by will or the laws of descent and distribution; (ii) by gift
or other transfer of an Award (other than an Incentive Stock Option unless
permitted by the Code) to any trust or estate in which the original Award
recipient or such recipient's spouse or other immediate relative has a
substantial beneficial interest, or to a spouse or other immediate relative,
provided that any such transfer is permitted subject to Rule 16b-3 issued
pursuant to the Exchange Act as in effect when such transfer occurs and the
Board does not rescind this provision prior to such transfer; or (iii) pursuant
to a qualified domestic relations order (as defined by the Code). However, any
Award so transferred shall continue to be subject to all the terms and
conditions contained in the Award Agreement.
XIV. ADJUSTMENTS
14.1 The existence of outstanding Awards shall not affect in any
manner the right or power of the Company or its shareholders to make or
authorize: (i) any adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business; (ii) any merger or
consolidation of the Company; (iii) any issuance of bonds, debentures,
preferred or prior preference stock (whether or not such issue is prior to, on
a parity with or junior to the Common Stock); (iv) the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business; or (v) any other corporate act or proceeding of any kind,
whether or not of a character similar to that of the acts or proceedings
enumerated above.
14.2 In the event of any subdivision or consolidation of
outstanding shares of Common Stock or declaration of a dividend payable in
shares of Common Stock or other stock split, then (i) the number of shares of
Common Stock issuable pursuant to each Award; (ii) the total number of Shares
reserved under the Plan; and (iii) the per share exercise price of the Awards
shall each be proportionately adjusted to reflect such transaction. In the
event of any other recapitalization or capital reorganization of the Company,
any consolidation or merger of the Company with another corporation or entity,
the adoption by the Company of a plan of exchange affecting the Common Stock or
any distribution to holders of Common Stock of securities or property (other
than normal cash dividends or dividends payable in Common Stock), the Board of
Directors shall make appropriate adjustments to: (i) the number of shares of
Common Stock issuable pursuant to each Award, and (ii) the per share exercise
price of the Awards to reflect such transaction; provided that such adjustments
shall only be such as are necessary to maintain the proportionate interest of
the Participants and preserve, without exceeding, the value of the Awards. In
the event of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Board of Directors shall
be authorized to issue or assume Stock Options by means of substitution of new
options for previously issued options or an assumption of previously issued
options as a part of such adjustment.
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XV. WITHHOLDING TAXES
The Company shall have the right to deduct from any payment to be made
pursuant to the Plan the amount of any taxes required by law to be withheld
therefrom, or to require a Participant to pay to the Company such amount
required to be withheld prior to the issuance or delivery of any shares of
Common Stock or the payment of cash under the Plan. The Committee may, in its
discretion, permit a Participant to elect to satisfy such withholding
obligation by (i) having the Company retain the number of shares of Common
Stock, or (ii) tendering the number of shares of Common Stock, in either case,
whose Fair Market Value equals the amount required to be withheld. Any fraction
of a share of Common Stock required to satisfy such obligation shall be
disregarded and the amount due shall instead be paid in cash, to or by the
Participant, as the case may be.
XVI. REGULATORY APPROVALS AND LISTINGS
Notwithstanding anything contained in this Plan to the contrary, the
Company shall have no obligation to issue or deliver certificates evidencing
Shares under this Plan prior to: (i) the obtaining of any approval from any
governmental agency which the Company shall, in its sole discretion, determine
to be necessary or advisable; (ii) the listing of such Shares on the Stock
Exchange; and (iii) the completion of any registration or other qualification
of the Shares under any state or federal law or ruling of any governmental body
which the Company shall, in its sole discretion, determine to be necessary or
advisable.
XVII. NO RIGHT TO CONTINUED EMPLOYMENT OR GRANTS
No person shall have any claim or right to be granted an Award, and
the grant of an Award shall not be construed as giving a Participant the right
to be retained in the employ of the Company or its subsidiaries. Further, the
Company and its subsidiaries expressly reserve the right at any time to
terminate the employment of any Participant free from any liability, or any
claim under the Plan, except as provided herein or in any Award Agreement
entered into hereunder.
XVIII. CHANGE IN CONTROL
18.1 Immediately upon a Change in Control, all outstanding Awards
shall vest automatically, all forfeiture restrictions shall lapse, and all
Performance Share Awards shall be deemed earned at the commendable Performance
Goal level. All amounts deferred pursuant to Section XI of the Plan and any
accrued interest thereon shall be paid in cash in one lump sum to the
Participant within 10 days after the occurrence of a Change in Control.
18.2 With respect to outstanding Stock Options, the Company shall
cancel such Stock Options and make a payment in cash to each Participant with
an outstanding Stock Option in an amount equal to the excess of the Change in
Control Price over the option exercise price times the number of Shares subject
to the outstanding Stock Options, within 10 days after the effective
11
<PAGE> 12
date of the Change in Control. Notwithstanding the preceding sentence, at the
Company's option, the Company may issue shares in lieu of making a cash payment
with respect to outstanding Stock Options in the event that the payment of cash
would have the adverse effect of preventing a pooling of interest transaction
that was approved by the Board of Directors. With respect to Restricted Stock
Awards and Performance Share Awards, the Company shall issue certificates
evidencing the Shares subject to such Awards (or remove restricted legends if
certificates were issued previously) within 10 days after the effective date of
the Change in Control.
18.3 It is recognized that under certain circumstances: (a)
payments or benefits provided to a Participant might give rise to an "excess
parachute payment" within the meaning of Section 280G of the Code; and (b) it
might be beneficial to a Participant to disclaim some portion of the payment or
benefit in order to avoid such "excess parachute payment" and thereby avoid the
imposition of an excise tax resulting therefrom; and (c) under such
circumstances it would not be to the disadvantage of the Company to permit the
Participant to disclaim any such payment or benefit in order to avoid the
"excess parachute payment" and the excise tax resulting therefrom.
Accordingly, the Participant may, at the Participant's option,
exercisable at any time or from time to time, disclaim any entitlement to any
portion of the payment or benefits arising under this Plan which would
constitute "excess parachute payments," and it shall be the Participant's
choice as to which payments or benefits shall be so surrendered, if and to the
extent that the Participant exercises such option, so as to avoid "excess
parachute payments."
18.4 The granting of Awards under the Plan shall in no way affect
the right of the Company to adjust, reclassify, reorganize or otherwise change
its capital or business structures or to merge, consolidate, dissolve,
liquidate, sell or transfer all or any portion of its business or assets.
XIX. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION
The Board may amend, modify, suspend or terminate this Plan for any
purpose except that: (i) no amendment or alteration that would impair the
rights of any Participant under any Award previously granted to such
Participant shall be made without such Participant's consent, and (ii) no
amendment or alteration shall be effective prior to approval by the Company's
shareholders to the extent such approval is then required: (a) pursuant to Rule
16b-3 in order to preserve the applicability of any exemption provided by such
rule to any Award then outstanding (unless the holder of such Award consents);
(b) pursuant to Section 162(m); or (c) otherwise required by applicable legal
requirements.
12
<PAGE> 13
XX. GOVERNING LAW
The validity, construction and effect of the Plan and any actions
taken or relating to the Plan shall be determined in accordance with the laws
of the State of Ohio and applicable Federal law.
XXI. RIGHTS AS SHAREHOLDER
Except as otherwise provided in the Award Agreement, a Participant
shall have no rights as a shareholder until he or she becomes the holder of
record.
XXII. OTHER BENEFIT AND COMPENSATION PROGRAMS
Unless otherwise specifically provided to the contrary in the relevant
plan, program or practice, settlements of Awards received by Participants under
the Plan shall not be deemed a part of a Participant's regular, recurring
compensation for purposes of calculating payments or benefits from any Company
benefit plan, program or practice or any severance pay law of any country.
Further, the Company may adopt other compensation programs, plans or
arrangements as it deems appropriate or necessary.
XXIII. UNFUNDED PLAN
Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create (or be construed to create) a trust or a separate
fund or funds. The Plan shall not establish any fiduciary relationship between
the Company and any Participant or other person. To the extent any person holds
any rights by virtue of an Award granted under the Plan, such rights (unless
otherwise determined by the Committee) shall be no greater than the rights of
an unsecured general creditor of the Company.
XXIV. USE OF PROCEEDS
The cash proceeds received by the Company from the issuance of Shares
pursuant to Awards under the Plan shall constitute general funds of the
Company.
XXV. SUCCESSORS AND ASSIGNS
The Plan shall be binding on all successors and assigns of a
Participant, including, without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.
13
<PAGE> 14
XXVI. EFFECTIVE DATE
This Plan shall be effective as of the date it is approved by the
Board of Directors of the Company. Notwithstanding the foregoing, the adoption
of this Plan is expressly conditioned upon approval by the Company's
shareholders at the annual meeting held in 1996. If the shareholders of the
Company shall fail to approve this Plan prior to such date, this Plan shall
terminate and cease to be of any further force or effect and all grants of
Awards hereunder shall be null and void. Subject to earlier termination
pursuant to Section XIX, the Plan shall have a term of 10 years from its
effective date. After termination of the Plan, no future Awards may be granted
but previously granted Awards shall remain outstanding in accordance with their
applicable terms and conditions and the terms and conditions of the Plan.
XXVII. INTERPRETATION
The Plan as applicable to certain employees is designed and intended
to comply with Rule 16b-3 promulgated under the Exchange Act and with Section
162(m) of the Code, and all provisions hereof shall be construed in a manner to
so comply with respect to such employees.
14
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Inc. (the "Company"), does hereby constitute and appoint
TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them, with
full power of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such amendments; and the undersigned does
hereby ratify and confirm as his own act and deed all that such attorneys and
agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 9th day of February, 2000.
/s/ Warren L. Batts
----------------------------------
Warren L. Batts
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Inc. (the "Company"), does hereby constitute and appoint
TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them, with
full power of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such amendments; and the undersigned does
hereby ratify and confirm as his own act and deed all that such attorneys and
agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 9th day of February, 2000.
/s/ Robert M. Devlin
----------------------------------
Robert M. Devlin
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Inc. (the "Company"), does hereby constitute and appoint
TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them, with
full power of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such amendments; and the undersigned does
hereby ratify and confirm as his own act and deed all that such attorneys and
agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 9th day of February, 2000.
/s/ Clifford J. Grum
----------------------------------
Clifford J. Grum
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Inc. (the "Company"), does hereby constitute and appoint
TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them, with
full power of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such amendments; and the undersigned does
hereby ratify and confirm as his own act and deed all that such attorneys and
agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 9th day of February, 2000.
/s/ Linda A. Hill
----------------------------------
Linda A. Hill
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Inc. (the "Company"), does hereby constitute and appoint
TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them, with
full power of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such amendments; and the undersigned does
hereby ratify and confirm as his own act and deed all that such attorneys and
agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 9th day of February, 2000.
/s/ John D. Ong
----------------------------------
John D. Ong
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Inc. (the "Company"), does hereby constitute and appoint
TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them, with
full power of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such amendments; and the undersigned does
hereby ratify and confirm as his own act and deed all that such attorneys and
agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 9th day of February, 2000.
/s/ Sir Ralph H. Robins
----------------------------------
Sir Ralph H. Robins
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Inc. (the "Company"), does hereby constitute and appoint
TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them, with
full power of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such amendments; and the undersigned does
hereby ratify and confirm as his own act and deed all that such attorneys and
agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 9th day of February, 2000.
/s/ Dan F. Smith
----------------------------------
Dan F. Smith
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
Cooper Industries, Inc. (the "Company"), does hereby constitute and appoint
TERRANCE V. HELZ and DIANE K. SCHUMACHER, respectively, and each of them, with
full power of substitution, his true and lawful attorneys and agents (each with
authority to act alone), to execute on behalf of the undersigned any amendments
(including any post-effective amendment) to any of the Registration Statements
on Form S-8 filed with the Securities and Exchange Commission which register
under the Securities Act of 1933 the Common Stock of the Company, par value
$5.00 per share (the "Stock"), issued or to be issued by the Company pursuant
to either the Cooper Industries, Inc. Amended and Restated Stock Incentive Plan
or the Cooper Industries, Inc. Second Amended and Restated Management Annual
Incentive Plan; and to sign any instrument or document filed as part of, as an
exhibit to, or in connection with such amendments; and the undersigned does
hereby ratify and confirm as his own act and deed all that such attorneys and
agents, and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 9th day of February, 2000.
/s/ James R. Wilson
----------------------------------
James R. Wilson
