58963 60
<PAGE>
FORM S-8 REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Crane Co.
Exact name of registrant as specified in its charter
Delaware 13-1952290
State or other jurisdiction of I.R.S. Employer
incorporation or organization
Identification
No.
100 First Stamford Place, Stamford, CT 06902
Address of principal executive offices (zip code)
CRANE CO. RESTRICTED STOCK AWARD PLAN
Full title of the plan
Augustus I. duPont, Vice President, General Counsel and
Secretary
Crane Co., 100 First Stamford Place, Stamford, CT. 06902
Name and address of agent for service
203-363-7300
Telephone number of agent for service
CALCULATION OF REGISTRATION FEE
__________________________________________________________
Title of Proposed
Proposed Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering
Registration
Registered Registered(1)(2)Share(3) Price Fee
(2)(3)
_____________________________________________________________
__ Common 500,000 shs. $41.0625 $20,531,250
$7,079.74
Stock par
value $1.00
Per
Share_____________________________________________________
<PAGE>
(1) Such additional indeterminable number of shares of
Common Stock are hereby registered as may be required
by reason of the antidilution provisions of the Crane
Co. Restricted Stock Award Plan.
(2) Pursuant to Rule 429 of the General Rules and
Regulations
under the Securities Act of 1933 (the "Rules"), the
prospectus material to be utilized in connection with the
offering of securities under this Registration Statement
is set forth in a combined prospectus which will also be
used in connection with the offering of shares of Common
Stock of the registrant registered under Registration
Statements on Form S-8 file No.33- 22904 (covering 1,000,000
shares for which a registration fee of $6,063 was paid)
and No. 33-59399 (covering 92,994 shares for which a
registration fee of $1,130.36 was paid). This
Registration
Statement also constitutes Post-Effective Amendment No. 8 to
Registration Statement No. 33-22904 and Post- Effective
Amendment No. 1 to Registration Statement No. 33-59399,
and such Post-Effective Amendments shall hereafter become
effective concurrently with the effectiveness of this
Registration Statement.
(3) Pursuant to Rule 457(c) and (h) of the Rules the
registration fee is calculated on the basis of the
average of the high and low prices as reported on the
New York Stock Exchange-Consolidated Trading on June
24, 1996.
<PAGE>
PART II
Information Required in the Registration Statement
Item. 3. Incorporation of Documents by Reference.
The following documents filed by Crane Co. (the
"Company") with the Securities and Exchange Commission (the
"Commission) are incorporated by reference into this
Registration Statement:
1. The Company's Form 10-K, filed with the Commission
for the fiscal year ended December 31, 1995 (No. 1-1657).
2. The Company's Form 10-Q, filed with the Commission
for the quarterly period ended March 31, 1996 (No. 1-1657).
3. The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A
filed under Section 12(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including all
amendments and reports updating such description.
All documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration
Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have
been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement
shall be deemed to be a part of this Registration Statement
from the date of the filing of such document with the
Commission until the information contained therein is
superseded or updated by any subsequently filed document
which is incorporated by reference into this Registration
Statement or by any document which constitutes part of the
prospectus relating to the Crane Co. Restricted Stock Award
Plan (the "Plan") meeting the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities
Act.")
<PAGE>
Item 4. Description of Securities
The class of securities to be offered under this
Registration Statement is registered under Section 12(b) of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock to which this
Registration Statement relates has been passed upon for the
Company by Augustus I. duPont, Vice President, General
Counsel and Secretary of the Company. As of June 24, 1996,
Mr. duPont, beneficially owned 10,200 shares of the Company's
Common Stock, of which 10,100 shares were granted under the
Plan, and held options to purchase 15,000 shares of the
Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL") permits a Delaware corporation, in its
certificate of incorporation, to limit or eliminate, subject
to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages
for breaches of fiduciary duty, except for liability (i) for
any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the
DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. Article IX of the
Company's Certificate of Incorporation provides that the
personal liability of directors of the Company is eliminated
to the fullest extent permitted by Section 102(b)(7) of the
DGCL.
Under Section 145 of the DGCL, a corporation has the
power to indemnify directors and officers under certain
prescribed circumstances and, subject to certain limitations,
against certain costs and expenses, including attorneys'
fees, actually and reasonably incurred in connection with any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which any of them is a
party by reason of his being a director or officer of the
corporation if it is determined that he acted in accordance
with the applicable standard of conduct set forth in such
statutory provision. Article X of the Company's By-Laws
provides that the Company <PAGE>
will indemnify any person who was or is a party or a witness
or is threatened to be made a party or a witness to any
threatened, pending or completed action, suit or proceeding
by reason of the fact that he is or was an authorized
representative of the Company, against all expenses
(including attorneys' fees and disbursements), judgments,
fines (including excise taxes and penalties), and amounts
paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding.
Article X further permits the Company to maintain insurance
on behalf of any such person against any liability asserted
against such person and incurred by such person in any such
capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify such person
against such liability under the DGCL.
The Company maintains standard policies of insurance
under which coverage is provided (a) to its directors and
officers against loss arising from claims made by reason of
breach of duty or other wrongful act and (b) to the Company
with respect to payments which may be made by the Company to
such officers and directors pursuant to the above
indemnification provisions or otherwise as a matter of law.
The Company has entered into agreements with each of
its directors and officers pursuant to which the Company has
agreed to indemnify such directors and officers, and to
advance
expenses in connection therewith, to the fullest extent
permitted by law, and to maintain directors' and officers'
liability insurance on behalf of such indemnified persons
unless, in the business judgment of the Board of Director of
the Company, the premium cost for such insurance is
substantially disproportionate to the amount of coverage or
the coverage is so limited by exclusions that there is
insufficient benefit from such insurance. The agreements
further provide that, if indemnification is not available,
then in any case in which the Company is jointly liable with
the indemnified person the Company will contribute to the
fullest extent permitted by law to the amount of expenses,
judgments, fines and settlements paid or payable by the
indemnified person in such proportion as is appropriate to
reflect the relative benefits received, and the relative
fault of, the Company and the indemnified person. Such rights
cannot be modified, except as required by law, by any change
in the Company's Certificate of Incorporation or ByLaws.
<PAGE>
Item 7. Exemption from Registration Claimed.
On May 6, 1996 the nine executive officers of the
Company were awarded an aggregate of 118,900 shares of the
Company's Common Stock under the Plan. To the extent such
shares were not previously registered under Registration
Statements on Form S-8 No. 33-22904 and No. 33-59399, the
issuance of such shares was exempt from registration under
the Securities Act by virtue of Section 4(2) thereof. In
addition, it is the Company's view that there was no "sale"
of the shares subject to such awards within the meaning of
Section 2(3) of the Securities Act.
Item 8. Exhibits.
The following exhibits are filed herewith or
incorporated by reference as part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION
4.1 The Certificate of Incorporation of the
Company, as amended through May 7, 1987
(incorporated by reference to Exhibit D to
the Company's Annual Report on Form 10-K
for the fiscal year ended December 31,
1987 -Commission File No. 1-1657)
4.2 The By-Laws of the Company, as amended
through December 5, 1994 (incorporated by
reference to Exhibit A to the Company's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 -- Commission
File No. 1-1657)
4.3 Crane Co. Restricted Stock Award Plan, as
amended through May 6, 1996
4.4 Form of Restricted Stock Award Agreement -
Incentive Award
4.5 Form of Restricted Stock Award Agreement -
Incentive Award-Executive Officer
4.6 Form of Restricted Stock Award Agreement -
Time Vesting
5.1 Opinion of Augustus I. duPont, Esq. as to
the
legality of the shares being registered.
23.1 Consent of Deloitte & Touche LLP,
independent
public accountants.
23.2 Consent of Augustus I. duPont, Esq.
(included
in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (set forth on the
signature
page of this Registration Statement)
<PAGE>
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;
(ii) To reflect in the prospectus any
facts
or events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement;
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 by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration
<PAGE>
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.
* * *
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
___________________________________________________________
PROSPECTUS
_____________________________________________________________
__
524,300 SHARES
CRANE CO.
Common Stock
Par Value $1.00 Per Share
This Prospectus covers a total of 524,300 shares
(the "Shares") of the Common Stock, par value $1.00 per share
(the "Common Stock"), of Crane Co. (the "Company") which may
be sold from time to time by or for the account of nine
persons (collectively, the "Selling Shareholders") who
acquired the Shares pursuant to awards under the Crane Co.
Restricted Stock Award Plan (the "Restricted Stock Plan").
The Shares may be sold pursuant to this Prospectus
from time to time after the date hereof, subject to certain
restrictions on transfer applicable to the Selling
Shareholders under the Restricted Stock Plan. Sales will be
made at prices and on terms determined at the time of sale,
to purchasers directly or by or through brokers, dealers,
underwriters or agents who may receive compensation in the
form of discounts, commissions or concessions. Whether such
sales will be made and the timing and amount of any sale is
discretionary with each Selling Shareholder. The Selling
Shareholders and any
brokers, dealers, underwriters or agents that participate in
the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any discounts,
commissions or concessions received by any such broker,
dealer, underwriter or agent may be deemed to be underwriting
commissions or discounts under the Securities Act. The
Company will not receive any of the proceeds from any sale of
the Shares offered hereby. See "Use of Proceeds", "Selling
Shareholders" and "Plan of Distribution."
The Common Stock is listed and traded on the New
York Stock Exchange. The last reported sale price of the
Common
Stock on the New York Stock Exchange on June 24, 1996 was
$41.00 per share.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 24, 1996.
<PAGE>
TABLE OF CONTENTS
Available Information ................................12
Information Incorporated by Reference ................13 The
Company...........................................14 Use of
Proceeds.......................................14 Selling
Shareholders..................................14 Plan of
Distribution..................................16
Experts...............................................18
Indemnification.......................................18
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith
files reports, proxy and information statements, and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy and information
statements, and other information, including information
incorporated by reference into this Prospectus, can be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at its following regional
offices: Room 3190, 230 South Dearborn Street, Chicago,
Illinois 60604; and 75 Park Place, 14th Floor, New York, New
York 10007. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the
Commission at its principal office at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The Common Stock is listed and traded on the New
York Stock Exchange, and reports, proxy and information
statements, and other information concerning the Company can
be inspected at the library of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.
<PAGE>INFORMATION INCORPORATED BY REFERENCE
Information contained in the following documents is
incorporated by reference into this Prospectus:
1. The Company's
Annual
Report on Form 10-K for the fiscal year ended December 31,
1995 (File No. 1-1657).
2. The Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1996 (File No. 1-1657).
3. The description
of
the Common Stock contained in the Registration Statement of
the Company filed under Section 12 of the Exchange Act,
including all amendments and reports updating such
description.
All documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13 (c), 14 and 15(d)
of the Exchange Act after the date of this Prospectus, but
prior to the filing of a post-effective amendment to the
Registration Statement of which this Prospectus is a part
which indicates that all securities offered by the Prospectus
have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by
reference into this Prospectus. Each document incorporated
in this Prospectus by reference shall be deemed to be a part
of this Prospectus from the date of the filing of such
document with the Commission until the information contained
therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this
Prospectus.
The Company will furnish without charge to each
person, including any beneficial owner, to whom this
Prospectus is delivered, upon written or oral request of such
person, a copy of any and all of the information that has
been incorporated by reference into this Prospectus, other
than certain exhibits to such documents. Requests should be
directed to the Office of the Secretary, Crane Co., 100 First
Stamford Place, Stamford, Connecticut 06902, telephone (203)
363-7300.
No person has been authorized to give any
information or to make any representations not contained in
this Prospectus and, if given or made, such information or
representations must not be relied upon as having been
authorized by the Company. <PAGE>
The delivery of this Prospectus at any time does not imply
that information herein is correct as of any time subsequent
to the date hereof. This Prospectus does not constitute an
offer within any jurisdiction to any person to whom such
offer would be unlawful.
THE COMPANY
The Company is a diversified manufacturer of
engineered industrial products and the nation's largest
American distributor of doors, windows and millwork. Founded
in 1855, Crane Co. employs over 10,000 people in North
America, Europe, Asia and Australia.
The Company's strategy is to grow the earnings of
niche businesses with high market share, build an aggressive
and committed management team whose interests are directly
aligned to those of the shareholders, and maintain a focused,
efficient corporate structure.
The Company's principal executive office is located
at 100 First Stamford Place, Stamford, Connecticut 06902,
telephone (203) 363-7300.
USE OF PROCEEDS
The Company will not receive any of the proceeds
from
the sale of the Shares offered under this Prospectus by the
Selling Shareholders.
SELLING SHAREHOLDERS
All of the Shares offered hereby are being offered
for the account of the persons identified in the following
table, who may from time to time sell the Shares covered by
this Prospectus, subject to certain restrictions on transfer.
See "Plan of Distribution." All of the Shares were acquired
pursuant to grants made pursuant to the Restricted Stock
Plan. Each of the Selling Shareholders is an executive
officer of the Company. The following table sets forth the
name and title of each Selling
<PAGE>
Shareholder, the number of shares of Common Stock owned by
each as of June 1, 1996, the maximum number of Shares to be
offered under this Prospectus and the number of shares of
Common Stock to be owned by each Selling Shareholder assuming
the sale of all of the Shares.
Maximum Shares
Shares to Owned After
Shares Owned be Offered The Offering
as of under this Assuming
June 1, 1996 Prospectus Maximum
Sales
Robert S. Evans
Chairman and
Chief Executive Officer 1,010,152 271,100
739,052* L. Hill Clark
President and
Chief Operating Officer 78,400 78,400
0
Robert J. Muller, Jr.
Executive Vice President 155,097 34,100
120,997
Augustus I. duPont
Vice President -
General Counsel
and Secretary 10,200 10,100
100
Anthony D. Pantaleoni
Vice President - Health,
Safety and Environmental 19,100 14,000
5,100
Richard B. Phillips
Vice President -
Human Resources 70,325 16,800
53,525
David S. Smith
Vice President -
Finance and
Chief Financial Officer 58,200 56,700
1,500
<PAGE>
Michael L. Raithel
Controller 86,429 26,900
59,529
Gil A. Dickoff
Treasurer 17,675 16,200
1,475
* Constituting 2.43% of the shares of Common Stock
outstanding on June 1, 1996.
PLAN OF DISTRIBUTION
It is expected that the Selling Shareholders will
sell their respective Shares pursuant to this Prospectus from
time to time or at one time, subject to certain restrictions
on transfer under the Restricted Stock Plan as discussed
below. Whether such sales will be made and the timing and
amount of any sales is discretionary with each Selling
Shareholder.
Shares may be sold on one or more exchanges or
otherwise; directly to purchasers in negotiated transactions;
by or through brokers or dealers, in ordinary brokerage
transactions or transactions in which the broker solicits
purchasers; in block trades in which the broker or dealer
will attempt to sell Shares as agent but may position and
resell a portion of the block as principal; in transactions
in which a broker or dealer purchases as principal for resale
for its own account; through underwriters or agents; or in
any combination of the foregoing methods. Shares may be sold
at a fixed offering price, which may be changed, at the
prevailing market price at the time of sale, at prices
related to such prevailing market price or at negotiated
prices. Any brokers, dealers, underwriters or agents may
arrange for others to participate in any such transaction and
may receive compensation in the form of discounts,
commissions or concessions from the Selling Shareholders
and/or the purchasers of Shares. The proceeds to the Selling
Shareholders from any sale of Shares will be net of any such
compensation, and of any expenses to be borne by the Selling
Shareholders. If required at the time that a particular
offer of Shares is made, a supplement to this Prospectus will
be delivered that describes any material arrangements for the
distribution of Shares and the terms of the offering,
including, without limitation, the names of any underwriters,
brokers, dealers or agents and any discounts, commissions or
concessions and other items constituting compensation from
the Selling Shareholders or otherwise. The <PAGE>
Company may agree to indemnify any such brokers, dealers,
underwriters, or agents against certain civil liabilities,
including liabilities under the Securities Act.
The Selling Shareholders and any brokers, dealers,
underwriters or agents that participate with the Selling
Shareholders in the distribution of Shares may be deemed to
be "underwriters" within the meaning of the Securities Act,
in which event any discounts, commissions or concessions
received by any such brokers, dealers, underwriters or agents
and any profit on the resale of the Shares purchased by them
may be deemed to be underwriting commissions or discounts
under the Securities Act.
Awards made under the Restricted Stock Plan may be
either performance-based or time-based. Shares granted under
performance-based awards are subject to forfeiture if the
Company does not achieve certain stock price appreciation
goals at measurement dates which are two and a half and five
years after the date of grant. Such performance criteria are
fixed by the Organization and Compensation Committee (the
"Committee") of the Company's Board of Directors when the
awards are made. Shares granted under time-based awards are
subject to forfeiture only if the employee leaves the employ
of the Company prior to the expiration of the vesting period
fixed by the Committee on the date of grant, generally the
earlier of ten years or attainment of age 65. The table
below sets forth, for each Selling Shareholder, the number of
Shares currently subject to performance-based restrictions
and the number of Shares currently subject to time-based
restrictions.
Performance
-Based Time-Based
Shares Shares
Robert S. Evans 146,000 125,100
L. Hill Clark 76,800 1,600
Robert J. Muller, Jr. 29,200 4,900
Augustus I. duPont 10,000 100
Anthony D. Pantaleoni 14,000 0
Richard B. Phillips 16,200 600
David S. Smith 56,200 500
Michael L. Raithel 24,700 2,200
Gil A. Dickoff 16,200 0
<PAGE>
Upon termination of a Selling Shareholder's
employment with the Company prior to the lapse of the
restrictions on transfer, all Shares still subject to
restriction will be forfeited. In the event of a Selling
Shareholder's retirement, permanent total disability, death
or a change in control (as defined in the Restricted Stock
Plan) any and all remaining restrictions with respect to the
Shares would lapse.
The Company has agreed to supply the Selling
Shareholders with reasonable quantities of Prospectuses and
the Selling Shareholders shall in all cases be responsible
for complying with the prospectus delivery requirements of
Section 5(b)(2) of the Securities Act with respect to sales
of Shares made by them.
Any shares covered by this Prospectus which qualify
for sale pursuant to Rule 144 under the Securities Act may be
sold under Rule 144 rather than pursuant to this Prospectus.
There is no assurance that the Selling Shareholders will sell
any or all of the Shares. The Selling Shareholders may
transfer, devise or gift such Shares by other means not
described herein.
The Company will pay all of the expenses,
including, but not limited to, fees and expenses of
compliance with state securities or "blue sky" laws, incident
to the registration of the Shares, other than certain
underwriting discounts and selling commissions and fees and
expenses, if any, of counsel or other advisors retained by
the Selling Shareholders.
EXPERTS
The consolidated financial statements incorporated
in this Prospectus by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1995, have been incorporated in reliance on the report of
Deloitte & Touche LLP, independent public accountants, given
on the authority of said firm as experts in auditing and
accounting.
INDEMNIFICATION
Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL") permits a Delaware corporation, in its
certificate of incorporation, to limit or eliminate, subject
to certain statutory limitations, the liability of a director
to the <PAGE>
corporation or its stockholders for monetary damages for
breaches of fiduciary duty, except for liability (i) for any
breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper
personal benefit. Article IX of the Company's Certificate of
Incorporation provides that the personal liability of
directors of the Company is eliminated to the fullest extent
permitted by Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the
power to indemnify directors and officers under certain
prescribed circumstances and, subject to certain limitations,
against certain costs and expenses, including attorneys'
fees, actually and reasonably incurred in connection with any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which any of them is a
party by reason of his being a director or officer of the
corporation if it is determined that he acted in accordance
with the applicable standard of conduct set forth in such
statutory provision. Article X of the Company's By-Laws
provides that the Company will indemnify any person who was
or is a party or a witness or is threatened to be made a
party or a witness to any threatened, pending or completed
action, suit or proceeding by reason of the fact that he is
or was an authorized representative of the Company, against
all expenses (including attorneys' fees and disbursements),
judgments, fines (including excise taxes and penalties), and
amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or
proceeding. Article X further permits the Company to
maintain insurance on behalf of any such person against any
liability asserted against such person and incurred by such
person in any such capacity or arising out of his status as
such, whether or not the Company would have the power to
indemnify such person against such liability under the DGCL.
The Company maintains standard policies of insurance
under which coverage is provided (a) to its directors and
officers against loss arising from claims made by reason of
breach of duty or other wrongful act and (b) to the Company
with respect to payments which may be made by the Company to
such officers and directors pursuant to the above
indemnification provisions or otherwise as a matter of law.
<PAGE>
The Company has entered into agreements with each of its
directors and officers pursuant to which the Company has
agreed to indemnify such directors and officers, and to
advance expenses in connection therewith, to the fullest
extent permitted by law, and to maintain directors' and
officers' liability insurance on behalf of such indemnified
persons unless, in the business judgment of the Board of
Directors of the Company, the premium cost for such insurance
is substantially disproportionate to the amount of coverage
or the coverage is so limited by exclusions that there is
insufficient benefit from such insurance. The agreements
further provide that, if indemnification is not available,
then in any case in which the Company is jointly liable with
the indemnified person the Company will contribute to the
fullest extent permitted by law to the amount of expenses,
judgments, fines and settlements paid or payable by the
indemnified person in such proportion as is appropriate to
reflect the relative benefits received, and the relative
fault of, the Company and the indemnified person. Such rights
cannot be modified, except as required by law, by any change
in the Company's Certificate of Incorporation or ByLaws.
The indemnification described in the preceding
paragraphs may include indemnification against liabilities
arising under the Securities Act. Insofar as
indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Stamford, State of
Connecticut on the 24th day of June, 1996.
CRANE CO.
BY:/s/R. S. Evans
R. S. Evans
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Augustus I.
duPont and Thomas J. Ungerland, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of
substitution and revocation for him in his name, place and
stead in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and to file the same with all exhibits
thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed
by the following persons in the capacities and on the date
indicated.
SIGNATURE TITLE DATE
/s/R. S. Evans Chairman of the Board
R.S. Evans and Chief Executive
Officer and a Director June 24,
1996
/s/D. S. Smith Vice President Finance and
D.S. Smith Chief Financial Officer June 24,
1996
/s/M. L. Raithel Controller and
M.L. Raithel Principal Accounting
Officer June 24,
1996
/s/M. Anathan, III Director June 24, 1996
M. Anathan, III
/s/E. T. Bigelow,Jr. Director June 24, 1996
E.T. Bigelow, Jr.
/s/R. S. Forte'__ Director June 24, 1996
R.S. Forte'
/s/D. R. Gardner Director June 24, 1996
D.R. Gardner
/s/J. Gaulin irector June 24, 1996
J. Gaulin
/s/D. C. Minton Director June 24, 1996
D.C. Minton
/s/C. J. Queenan,Jr. Director June 24, 1996
C.J. Queenan, Jr.
/s/B. Yavitz Director June 24, 1996
B. Yavitz
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
Sequentia
NO. l Page
No.
4.1 The Certificate of Incorporation of the
Company, as amended through May 7, 1987
(incorporated by reference to Exhibit D to
the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1987 -
Commission File No. 1-1657)
4.2 The By-Laws of the Company, as amended
through December 5, 1994 (incorporated by
reference to Exhibit A to the Company Annual
Report on Form 10-K for the fiscal year
ended December 31,1996 -- Commission File
No. 1-1657)
4.3 Crane Co. Restricted Stock Award Plan, as
24
amended through May 6, 1996
4.4 Form of Restricted Stock Award Agreement -
32
Incentive Award
4.5 Form of Restricted Stock Award Agreement -
43
Incentive Award-Executive Officer
4.6 Form of Restricted Stock Award Agreement -
53
Time Vesting
5.1 Opinion of Augustus I. duPont, Esq. as to
58
the legality of the shares being registered
23.1 Consent of Deloitte & Touche LLP,
60
independent public accountants
23.2 Consent of Augustus I. duPont, Esq.
(included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (set forth on the
signature page of this Registration
Statement)
<PAGE> Exhibit 4.3
CRANE CO.
RESTRICTED STOCK AWARD PLAN
(As Amended through May 6, 1996)
1. Purposes of the Plan
The Restricted Stock Award Plan (the "Plan") for key
officers and employees of Crane Co. (the "Company") is
intended to attract and retain employees of the Company and
its subsidiaries who are and will be contributing to the
success of the business; to motivate and reward outstanding
employees who have made significant contributions to the
success of the Company and encourage them to continue to give
their best efforts to its future success; to provide
competitive incentive compensation opportunities; and to
further opportunities for stock ownership by such employees
in order to increase their proprietary interest in the
Company and to increase their personal interest in its
continued success. Accordingly, the Company may, from time
to time, on or before May 30, 1998, grant to selected key
officers and employees ("Participants") awards of shares of
Common Stock par value $1.00, of the Company ("Common Stock")
subject to the terms and conditions hereinafter provided.
2. Administration of the Plan
This Plan shall be administered by the Organization
and Compensation Committee of the Board of Directors of the
Company or by such other Committee composed of at least three
members of the Board of Directors of the Company as may be
designated by the Board (the "Committee"); provided, however,
if any member of the Committee does not meet the
qualifications for an "outside director" established from
time to time by Section 162(m) of the Internal Revenue Code
of 1986, as amended, and any proposed or future regulations
thereunder ("Section 162(m)"), the remaining members of the
Committee (but not less than two) shall administer the Plan.
The Committee is authorized to interpret the Plan and may
from time to time adopt such rules and regulations for
carrying out the Plan as it may deem appropriate. No member
of the Committee shall be eligible to participate in, and no
person shall become a member of the Committee if within one
year prior thereto he or she shall have been eligible to
participate in this Plan or any other plan of the Company or
any of its affiliates (other than the 1988 Non-Employee
Director Restricted Stock Plan) entitling the participants
therein to acquire stock, stock options, stock
<PAGE>
appreciation rights or restricted stock of the Company or any
of its affiliates. Decisions of the Committee in connection
with the administration of the Plan shall be final,
conclusive and binding upon all parties, including the
Company, stockholders and employees.
The Committee may employ attorneys, consultants,
accountants or other persons and the Committee and the
Company and its officers and directors shall be entitled to
rely upon the advice, opinions or valuations of any such
persons. All usual and reasonable expenses of the Committee
shall be paid by the Company. No member shall receive
compensation with respect to his services for the Committee
except as may be authorized by the Board of Directors. All
actions taken and all interpretations and determinations made
by the Committee in good faith shall be final and binding
upon all employees who have received awards, the Company and
all other interested persons. No member of the Committee
shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to
the Plan or awards made thereunder, and all members of the
Committee shall be fully indemnified and protected by the
Company in respect of any such action, determination or
interpretation.
Subject to the terms, provisions and conditions of this
Plan as set forth herein, the Committee shall have sole
discretion and authority:
(a) to select the key officers and employees to receive
awards under the Plan (it being understood that more than one
award may be granted to the same person);
(b) to determine the number of shares to be awarded each
recipient;
(c) to determine the restrictions as to period and the
market value threshold applicable to each award;
(d) to determine the time or times when awards may be
granted and any additional terms and conditions which may be
placed upon receiving such award; and
(e) to prescribe the form of agreement, legend or other
instruments evidencing any awards granted under this Plan.
<PAGE>
With respect to any outstanding awards, the Committee
shall have sole discretion and authority to modify at any
time the restriction as to period (as well as any schedule of
installments
for the lapse thereof), the market value threshold applicable
thereto, the terms and conditions placed thereon, and the
form of
agreement, legend or other instrument evidencing such award
provided that no such modification shall increase the benefit
under such award beyond that which the Committee could have
originally granted at the time of the award, or shall impair
the rights of any participant under such award except in
accordance with the Plan, or any applicable agreement, or
applicable law, or with consent of the participant.
3. Stock Subject to the Plan
The aggregate number of shares of Common Stock which may
be awarded under the Plan shall not exceed 1,000,000 shares;
provided, however, effective May 6, 1996 the maximum number
of shares which may be awarded under the Plan shall be
increased so that the number of shares available for grant
under the Plan on and after that date shall be 500,000
shares. Shares to be awarded under this Plan shall be made
available, at the discretion of the Board of Directors,
either from the authorized but unissued shares of Common
Stock of the Company or from shares of Common Stock
reacquired by the Company, including shares purchased in the
open market. If any shares of Common Stock awarded under the
Plan are reacquired by the
Company in accordance with Section 6(c) of the Plan, such
shares shall again become available for use under the Plan
and shall be regarded as not having been previously awarded.
4. Eligibility
Restricted stock shall be awarded only to key officers
and employees of the Company or of a subsidiary of the
Company. The term "employees" shall include officers as well
as other employees of the Company and its subsidiaries and
shall include directors who are also employees of the Company
or of a subsidiary of the Company. The maximum number of
shares of restricted stock that may be awarded under the Plan
to any single individual during a single year shall not
exceed 200,000 shares.
<PAGE>
5. Awards and Certificates
(a) The prospective recipient of an award of restricted
stock shall not, with respect to such award, be deemed to
have become a participant or to have any rights with respect
to such award until and unless such recipient shall have
executed an agreement or other instrument evidencing the
award and delivered a fully executed copy thereof to the
Company and otherwise complied with the then applicable terms
and conditions.
(b) Each participant shall be issued a certificate in
respect of shares of restricted stock awarded under the Plan.
Such certificate shall be registered in the name of the
participant, and shall bear an appropriate legend referring
to the terms, conditions and restrictions applicable to such
award substantially in the following form:
"The transferability of this certificate and the shares
of stock represented hereby are subject to the terms and
conditions (including forfeiture) of the Restricted
Stock Award Plan of Crane Co. and an Agreement entered
into between the registered owner and Crane Co. Copies
of such Plan and Agreement are on file in the offices of
Crane Co., 100 First Stamford Place, Stamford, CT
06902."
(c) All certificates for restricted stock delivered
under this Plan shall be subject to such stock-transfer
orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any
stock exchange upon which the Common Stock is then listed and
any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such
restrictions.
(d) The Committee may adopt rules which provide that
the stock certificates evidencing such shares may be held in
custody by a bank or other institution, or that the Company
may itself hold such shares in custody until the restrictions
thereon shall have lapsed and may require, as a condition of
any award, that the participant shall have delivered a stock
power endorsed in blank relating to the stock covered by such
award.
<PAGE>
(e) Recipients of awards under this Plan are not
required to make any payment or provide consideration other
than the rendering of services.
(f) The Committee will have the discretion, as to any
award, to award a separate cash amount, payable to the
participant at the time when the forfeiture restrictions on
the restricted stock lapse or at such earlier time as a
participant may elect to be taxed with respect to such
restricted stock equal to (i) the federal income tax and
golden parachute excise tax (if any) payable with respect to
the lapse of such restrictions or with respect to such
election, divided by (ii) one (1) minus the total effective
federal income and excise tax rate applicable as
a result of the lapse of such restrictions or a result of
such election.
6. Restrictions and Forfeitures
The shares of Common Stock awarded pursuant to the Plan
shall be subject to the following restrictions and
conditions:
(a) Subject to subparagraph (d) hereof, commencing with
the date of each award (the "Restriction Period"), the
participant will not be permitted to sell, transfer, pledge
or assign restricted stock awarded under this Plan until the
expiration of the period set by the Committee or until the
Common Stock attains a threshold market value established by
the Committee at the date of the award, whichever is earlier.
Within these limits the Committee may provide at the time of
the award for the lapse of such restrictions in installments
where deemed appropriate.
(b) Except as provided in Section 6(a), the participant
shall have with respect to the restricted stock all of the
rights of a shareholder of the Company, including the right
to vote the shares and receive dividends and other
distributions.
(c) Subject to the provisions of Section 6(d), unless
otherwise determined by the Committee, upon termination of
employment for any reason during the restriction period, all
shares still subject to restriction shall be forfeited by the
participant and will be reacquired by the Company.
<PAGE>(d) In the event of a participant's retirement,
permanent total disability, or death or in the event of a
change in control, all remaining restrictions will lapse with
respect to such participant's restricted stock. In addition,
in cases of special circumstances, the Committee may, in its
sole discretion when it finds that a waiver would be in the
best interests of the Company, waive in whole or in part any
or all remaining restrictions with respect to such
participant's restricted stock. For purposes of this Plan,
the term "change in control" shall mean (i) the first
purchase of shares pursuant to a tender offer or exchange
offer (other than a tender offer or exchange offer by the
Company) for all or part of the Company's Common Stock or any
securities convertible into such Common Stock, (ii) the
receipt by the Company of a Schedule 13D or other advice
indicating that a person is the "beneficial owner" (as that
term is defined in Rule 13d-3 under the Securities Exchange
Act of 1934 (the "Exchange Act") of 20% or more of the
Company's Common Stock calculated as provided in paragraph
(d) of said Rule 13d-3, (iii) the date of approval by
stockholders of the Company of an agreement providing for any
consolidation or merger of the Company in which the Company
will not be the continuing or surviving corporation or
pursuant to which shares of Common Stock of the Company would
be converted into cash, securities or other property, other
than a merger of the Company in which the holders of Common
Stock of the Company immediately prior to the merger would
have the same
proportion of ownership of common stock of the surviving
corporation immediately after the merger, (iv) the date of
the approval by stockholders of the Company of any sale,
lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all
the assets of the Company (v) the adoption of any plan or
proposal for the liquidation (but not a partial liquidation)
or dissolution of the Company (vi) the date upon which the
individuals who constitute the Board of Directors of the
Company (the "Board") as of April 25, 1988 (the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a
director subsequent to such date who election, or nomination
for election by the Company's shareholders, was approved by a
vote of at least three-quarters of the directors comprising
the Incumbent Board (other than an election or nomination of
an individual whose initial assumption of office is in
connection with an actual or threatened election contest
relating to the election of the Directors of the Company, as
such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) shall, for purposes of
this Plan, be considered as though such person were a member
of the Incumbent Board.
<PAGE>
(e) Notwithstanding the other provisions of this
Section 6, the Committee may adopt rules which would permit a
gift by a participant of restricted stock to a spouse, child,
stepchild, grandchild or legal dependent or to a trust whose
beneficiary or beneficiaries shall be either such a person or
persons or the participant.
(f) Any attempt to dispose of restricted stock in a
manner contrary to the restrictions shall be ineffective.
(g) Nothing in this Section 6 shall preclude a
participant from exchanging any restricted stock for any
other shares of Crane Common Stock that are similarly
restricted.
7. Termination and Amendment
The Board of Directors may amend, suspend or terminate
the Plan at any time, provided that no such modification
without the approval of shareholders shall:
(a) materially increase the benefits accruing to
participants under the Plan or materially increase the
maximum number of shares of Common Stock which are available
for awards under the Plan;
(b) extend the period during which awards may be
granted under the Plan beyond May 30, 1998; or
(c) impair the rights of any participant under any then
outstanding award, except in accordance with the Plan or any
applicable agreement or applicable law or with consent of the
participant; or otherwise materially change the requirements
for eligibility under the Plan, except that any such increase
or modification that results from adjustments authorized by
Section 8(a) does not require such approval.
8. Miscellaneous
(a) In the event that the number of outstanding shares
of Common Stock of the Company shall be changed by reason of
split-ups or combinations of shares or recapitalizations or
by reason of stock splits, distributions or dividends, the
number of shares for which awards of restricted stock may be
granted
under this Plan shall be appropriately adjusted as determined
by the Board of Directors so as to reflect such change.
<PAGE>
(b) No employee or other person shall have any claim or
right to be granted shares of restricted stock under the
Plan, and neither the Plan nor any action taken thereunder
shall be construed as giving any participant, recipient,
employee or other person any right to be retained in the
employ of the Company.
(c) Income realized as a result of an award of
restricted stock shall not be included in the participant's
earnings for the purpose of any benefit plan in which the
participant may be enrolled or for which the participant may
become eligible unless otherwise specifically provided for in
such plan.
(d) The Company shall have the right to require the
participant to pay to the Company the cash amount of any
taxes which the Company is required to withhold provided that
anything contained herein to the contrary notwithstanding,
the committee may accept stock received in connection with
the award being taxed or otherwise previously acquired in
satisfaction of withholding requirements.
(e) Each award of restricted stock shall be evidenced
by a written agreement, executed by the employee and the
Company, containing such restrictions, terms and conditions
as the Committee may require.
9. Term of Plan
This Plan shall be submitted to the shareholders of the
Company at the Annual Meeting in 1988 and, if approved by the
shareholders, shall become effective April 25, 1988. No
shares shall be awarded under the Plan after May 30, 1998.
<PAGE> Exhibit 4.4
RESTRICTED STOCK AGREEMENT-INCENTIVE AWARD
UNDER THE RESTRICTED STOCK AWARD PLAN OF CRANE CO. BETWEEN CRANE
CO. AND
(participant)
DATED AS OF MAY 6, 1996
In recognition of the valued services performed by
(participant) (the "Participant") for Crane Co. and its subsidiaries
and as an incentive for continued performance, Crane Co. (the
"Corporation"), through the Organization and Compensation Committee of
its Board of Directors (the "Committee"), has determined to award to
the Participant certain shares of restricted stock under the terms of
the Restricted Stock Award Plan of Crane Co. (the "Plan") (a copy of
which is attached hereto and made a part hereof).
As a condition to such award and pursuant to Section 5(a) of the Plan,
the Corporation and the Participant hereby enter into this Restricted
Stock Agreement and agree to the terms and conditions set forth
hereafter.
1. DEFINITIONS.
For purposes of this Agreement, and for purposes of interpreting the
terms of the Plan, the following terms shall have the following
meanings:
(a) "Fair Market Value" as of any day shall, for all
purposes, mean the average of the high and low prices of the
Crane Common Stock, par value $1.00 (the "Crane Shares") as
reported in the New York Stock Exchange--Composite
Transactions for that day or, if not listed thereon, on such
other exchange as it may be listed, or if traded only in the
over-the-counter market, the average of the bid and asked on
that day, or if no sale or bid for the Crane Shares has been
recorded on such day, then on the next preceding day on
which a sale or bid was so made.
(b) "Grant Price" shall mean $41.38 per share. In the
event that there is an increase in the number of issued
Crane Shares by reason of stock dividends distributions,
recapitalizations, or split-ups, the Grant Price shall
promptly after such event be
<PAGE>decreased in proportion to such increase in issued Crane Shares
that occurred as a result of such event.
Conversely, in case the issued Crane Shares
shall be combined into a smaller number of Crane
Shares, the Grant Price shall be promptly after
such event increased in proportion to such decrease
in issued Crane Shares that has occurred as a
result of such event. In the event of any merger,
consolidation, reorganization, liquidation in part
or in whole, spinoff, spinout, or extraordinary
distribution or dividend on Crane Shares whether in
cash, debt obligations of the Corporation or other
personal property of any kind, the Committee may
make such adjustment in the Grant Price as the
Committee in its reasonable discretion deems
appropriate.
(c) "Restriction Period" shall mean a period
commencing on the date of the award and ending on
May 6, 2001.
(d) "Change-in-Control" shall have the meaning set
forth in Section 6(d) of the Plan.
(e) "Permanent Total Disability" shall mean wholly
and permanently prevented from engaging in any
occupation or employment for wages or profit
substantially similar to that engaged in by the
Participant at the time of the award as the result
of psychiatric or bodily injury or disease.
(f) "Retirement" shall mean "Normal Retirement" as
defined in Crane Co.'s Pension Plan for Non-
Bargaining Employees ("Crane Pension Plan").
(g) "Test Date" shall mean (i) for purposes of
Section 3(a)(i) of this Agreement - November 6,
1998; and (ii) for purposes of Sections 3(a)(ii)
and 3(a)(iii) of this Agreement - May 6, 2001.
(h) "Start Date" shall mean (i) for purposes of
Section 3(a)(i) and 3(a)(iii) of this Agreement -
May 6, 1996 and for purposes of Section 3(a)(ii) of
this Agreement - November 6, 1998.
(i) "Crane Total Return" for any period shall mean
the total return on the Crane Shares over the
period commencing on the Start Date and ending on
the Test
<PAGE>
Date specified for that period and shall be calculated as
follows:
Crane Total Return = (B/A)-1
A The average of the Fair Market
Values of the Crane Shares as reported in the
New York Stock Exchange Composite Transactions
over a period of twenty trading days beginning
with, and including, the Start Date ("Starting
Period"). If an ex-dividend date for a non-
cash dividend on the Crane Shares occurs
during the Starting Period, the value of such
dividend (determined in accordance with
principles (ii), (iii) and (iv) below) to be
utilized for the purpose of calculating ("D")
shall be added to the Fair Market Values of
the Crane Shares during the Starting Period on
and after such exdividend date.
B = C x D
C The average of the Fair Market
Values of the Crane Shares as reported in the
New York Stock Exchange Composite Transactions
over the period of twenty trading days which
immediately precede the Test Date ("Testing
Period").
D The number of Crane Shares that
would have been owned on the Test Date
assuming one such Crane Share had been owned
on the Start Date and all dividends and
distributions, whether in cash, in kind, or in
debt or equity securities of the Corporation,
subsequent to the Start Date had been
reinvested in Crane Shares.
For the purpose of calculating "D":
(i) the amount of each dividend shall be
assumed to have been reinvested by acquiring
Crane Shares at their closing price on the
relevant ex-dividend date;
<PAGE>
(ii) the amount of a dividend paid in
marketable securities (such as spin-offs of
subsidiary stock) shall be deemed to be the
closing price of such securities in the
relevant market therefor on the relevant ex-
dividend date;
(iii) the amount of a dividend paid other
than in cash or marketable securities, shall
be deemed to be the fair market value of the
asset transferred as at the relevant ex-
dividend date; and
(iv) no allowance shall be made for tax
or transaction costs.
(j) "S&P 500 Total Return" for any period shall
mean shall mean the total return on the S&P 500
Stock Index (the "Index") over the period
commencing on the Start Date and ending on the Test
Date specified for that period and shall be
calculated as follows:
S&P 500 Total Return = (X/W)-1
W = The average of the Closing
Prices of the Index over the Starting
Period
X = Y x Z
Y = The average of the Closing
Prices of the Index over the Testing
Period
Z = The number of units of the
Index that would have been owned on the
Test Date assuming one unit was owned on
the Start Date and all dividends on the
Index subsequent to the Start Date (as
calculated and published by Standard &
Poors) were reinvested in further units
of the Index.
For the purpose of calculating "Z":
(i) the total amount of dividends on the
Index during each calendar month shall be
assumed to be reinvested by acquiring further
units of the Index at the average monthly
price of the Index on the last business day of
that month;
<PAGE> (ii) dividends on the Index during the
calendar
month in which the Test Date falls shall be
prorated through the Test Date and shall be
assumed to be reinvested by acquiring further
units of the Index at the closing price of the
Index on the Test Date; and
(iii)no allowance shall be made for tax or
transaction costs;
2. AWARD OF CRANE SHARES.
Pursuant to the provisions of the Plan and this Agreement and
by the authority of the Committee, the Corporation awards
(No. of Shares) Crane Shares (the "Restricted Stock") to the
Participant (in the aggregate the "Full Grant of Restricted
Stock").
3. RESTRICTIONS AND RIGHTS.
(a) During the Restriction Period the Restricted Shares are
subject to forfeiture and may not be sold, transferred,
assigned or pledged (the "Restrictions"). The
Restrictions on the Restricted Stock shall automatically
lapse:
(i) On up to fifty percent (50%) of the
Restricted Stock awarded hereunder on November
6, 1998 if on that Test Date (i) the Crane
Total Return shall exceed the S&P 500 Total
Return and (ii) the Fair Market Value of a
Crane Share shall exceed the Grant Price, in
which case the restrictions on 5% of the Full
Grant of Restricted Stock will lapse for each
1% by which the Crane Total Return exceeds the
S&P 500 Total Return as follows:
<PAGE>
% By Which Crane
Total Return % of Full Grant of
Exceeds the S&P Restricted Stock on Which
500 Total Return Restrictions Lapse
1 5
2 10
3 15
4 20
5 25
6 30
7 35
8 40
9 45
10 50
(ii) On up to fifty percent (50%) of the
Restricted Stock awarded hereunder on May 6,
2001 if on that Test Date (i) the Crane Total
Return shall exceed the S&P 500 Total Return;
and (ii) the Fair Market
Value of a Crane share shall exceed
the Grant Price, in which case the
Restrictions on 5% of the Full Grant of
Restricted Stock will lapse for each 1% by
which the Crane Total Return exceeds the S&P
500 Total Return as follows:
% By Which Crane
Total Return % of Full Grant of
Exceeds the S&P Restricted Stock on
which
500 Total Return Restrictions Lapse
1 5
2 10
3 15
4 20
5 25
6 30
7 35
8 40
9 45
10 50
<PAGE>
(iii) On up to one hundred percent (100%)
of
the Restricted Stock awarded hereunder on May
6, 2001, if on that Test Date (i) the Crane
Total Return shall exceed the S&P 500 Total
Return; and (ii) the Fair Market Value of a
Crane Share shall exceed the Grant Price, in
which case the restrictions on 10% of the Full
Grant of Restricted Stock will lapse for each
1% by which the Crane Total Return exceeds the
S&P Total Return as follows:
% By Which Crane
Total Return % of Full Grant of
Exceeds the S&P Restricted Stock on
which 500 Total Return Restrictions
Lapse
1 10
2 20
3 30
4 40
5 50
6 60
7 70
8 80
9 90
10 100
provided however, all percentages of the Full Grant of
Restricted Stock on which restrictions have lapsed by
reason of either Section 3(a)(i) or 3(a)(ii) shall be
credited against any percentage of the Full Grant of
Restricted Stock on which Restrictions may lapse by
reason of this Section 3(a)(iii).
(iv) In the event of the Participant's
Retirement, Permanent Total Disability, or
death or in the event of a Change In Control;
or
(v) as may be otherwise provided under
the terms of the Plan.
<PAGE>
At the end of the Restriction Period, all Restricted
Shares as to which the Restrictions shall not have
lapsed by reason of the operation of clauses (i) through
(iv) of the foregoing sentence shall be forfeited and
the Participant shall be required to return all
applicable stock certificates to the Corporation.
(b) During the Restriction Period, the Participant will be
entitled to all other rights of a shareholder of the
Corporation, including the right to vote the Crane
Shares and receive dividends and other distributions
thereon.
4. STOCK CERTIFICATE.
Each stock certificate evidencing an award of Restricted
Stock shall be registered in the name of the Participant, and
shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such award
substantially in the following form (the "Legend"):
"The transferability of this certificate and
the shares of stock represented hereby are subject
to the terms and conditions (including forfeiture)
of the Restricted Stock Award Plan of Crane Co. and
an Agreement entered into between the registered
owner and Crane Co. Copies of such Plan and
Agreement are on file in the offices of Crane Co.,
100 First Stamford Place, Stamford, Connecticut
06902.
5. TERMINATION OF EMPLOYMENT.
Except as provided in Section 3(a) (iv) of this Restricted
Stock Agreement and Section 6(d) of the Plan, the
Participant's termination of employment during the
Restriction Period shall result in the forfeiture of all
Restricted Shares as to which the Restrictions have not
lapsed, and the Participant shall be required to return all
applicable stock certificates to the Corporation.
6. COVENANTS.
(a) The Participant agrees to be bound by all
terms and provisions of the Plan, receipt of a
copy of which is acknowledged by the Participant's
signature below, and all such provisions shall be
deemed a part of this Agreement for all purposes.
<PAGE>
(b) The Participant agrees to provide the
Corporation, when and if requested, with any
information or documentation which the Corporation
believes necessary or advisable in connection with
the administration of the Plan, including data
required to assure compliance with the requirements
of the Securities and Exchange Commission, of any
stock exchange upon which the Shares are then
listed, or of any applicable federal, state or
other law.
(c) The Participant agrees, upon due notice and
demand, to promptly pay to the Corporation the cash
amount of any taxes which are required to be
withheld by the Corporation either at the time the
Restriction Period lapses or at the time of award
(in cases where the Participant duly elects to be
taxed at such earlier time); provided, however, the
Corporation, in its sole discretion, may accept
Restricted Shares awarded hereunder or Shares
otherwise previously acquired in satisfaction
thereof.
7. NO COVENANT OF EMPLOYMENT.
Neither the execution and delivery hereof nor the granting of
any award evidenced hereby shall constitute, or be evidence
of, any agreement or understanding, express or implied, on
the part of the Corporation or its subsidiaries to employ the
Participant for any specific period.
8. ADMINISTRATION AND INTERPRETATION OF PLAN
AND AGREEMENT.
In the event of any conflict between the terms herein and
those of the Plan, the provisions of the Plan shall prevail.
The Committee shall have full authority and discretion,
subject only to the terms of the Plan, to decide all matters
relating to the administration or interpretation of the Plan
and this Agreement thereunder, and all such action by the
Committee shall be final, conclusive, and binding upon the
Corporation and the Participant. The Committee shall have
full authority and discretion to modify at any time the
Restriction Period (as well as any schedule of installments
for the lapse thereof), the Restrictions, Grant Price, the
other terms and conditions <PAGE>
of this Agreement, the Legend and any other instrument
evidencing this award, provided that no such modification
shall increase the benefit under such award beyond that which
the Committee could have originally granted at the time of
the award, or shall impair the rights of the Participant
under such award except in accordance with the Plan, or any
applicable agreement or applicable law, or with consent of
the Participant.
This Restricted Stock Agreement is deemed to be issued in,
the award evidenced hereby is deemed to be granted in, and
both shall be governed by the laws of, the State of Delaware.
There have been no representations to the Participant other
than those contained herein.
9. DELIVERY.
All certificates for Restricted Stock delivered under the
Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which Shares
are then listed and any applicable federal or state
securities law, and the Committee may cause a legend or
legends to be put on any such certificates to make
appropriate reference to such restrictions.
The Committee may adopt rules which provide that the stock
certificates evidencing such Shares may be held in custody by
a bank or other institution, or that the Corporation may
itself hold such Shares in custody until the restrictions
thereon shall have lapsed and may require, as a condition of
any award, that the Participant shall have delivered a stock
power endorsed in blank relating to the stock covered by such
award.
10. AMENDMENT.
The terms of this Agreement shall be subject to the terms of
the Plan as the Plan may be amended from time to time by the
Board of Directors of the Corporation unless any Plan
amendment by its terms or by its clear intent is inapplicable
to this Agreement.
<PAGE>
11. NOTICE.
Any notice to the Corporation provided for in this Agreement
shall be in writing and addressed to it in care of the
Secretary of the Corporation, and any notice to the
Participant shall be in writing and addressed to the
Participant at the address contained in payroll records at
the time or to such other address designated in writing by
the Participant.
CRANE CO.
By: __________________
R. S. Evans
Chairman &
Chief Executive
Officer
________________
(name)
Signed this day of
May, 1996.
<PAGE> Exhibit
4.5
RESTRICTED STOCK AGREEMENT-INCENTIVE AWARD
UNDER THE RESTRICTED STOCK AWARD PLAN OF CRANE
CO.
BETWEEN CRANE CO. AND
(participant)
DATED AS OF MAY 6, 1996
In recognition of the valued services performed by
(participant) (the "Participant") for Crane Co. and its
subsidiaries and as an incentive for continued performance,
Crane Co. (the "Corporation"), through the Organization and
Compensation Committee of its Board of Directors (the
"Committee"), has determined to award to the Participant
certain shares of restricted stock under the terms of the
Restricted Stock Award Plan of Crane Co. (the "Plan") (a copy
of which is attached hereto and made a part hereof).
As a condition to such award and pursuant to Section 5(a) of
the Plan, the Corporation and the Participant hereby enter
into this Restricted Stock Agreement and agree to the terms
and
conditions set forth hereafter.
1. DEFINITIONS.
For purposes of this Agreement, and for purposes of
interpreting the terms of the Plan, the following terms shall
have the following meanings:
(a) "Fair Market Value" as of any day shall, for
all purposes, mean the average of the high and low
prices of the Crane Common Stock, par value $1.00
(the "Crane Shares") as reported in the New York
Stock Exchange--Composite Transactions for that day
or, if not listed thereon, on such other exchange
as it may be listed, or if traded only in the over-
the-counter market, the average of the bid and
asked on that day, or if no sale or bid for the
Crane Shares has been recorded on such day, then on
the next preceding day on which a sale or bid was
so made.
(b) "Grant Price" shall mean $41.38 per share. In
the event that there is an increase in the number
of issued Crane Shares by reason of stock dividends
distributions, recapitalizations, or split-ups, the
Grant Price shall promptly after such event be
decreased in proportion to such increase in issued
Crane Shares that occurred as a result of such
event. <PAGE>
Conversely, in case the issued Crane Shares
shall be combined into a smaller number of Crane
Shares, the Grant Price shall be promptly after
such event increased in proportion to such decrease
in issued Crane Shares that has occurred as a
result of such event. In the event of any merger,
consolidation, reorganization, liquidation in part
or in whole, spinoff, spinout, or extraordinary
distribution or dividend on Crane Shares whether in
cash, debt obligations of the Corporation or other
personal property of any kind, the Committee may
make such adjustment in the Grant Price as the
Committee in its reasonable discretion deems
appropriate.
(c) "Restriction Period" shall mean a period
commencing on the date of the award and ending on
May 6, 2001.
(d) "Change-in-Control" shall have the meaning set
forth in Section 6(d) of the Plan.
(e) "Permanent Total Disability" shall mean wholly
and permanently prevented from engaging in any
occupation or employment for wages or profit
substantially similar to that engaged in by the
Participant at the time of the award as the result
of psychiatric or bodily injury or disease.
(f) "Retirement" shall mean "Normal Retirement" as
defined in Crane Co.'s Pension Plan for Non-
Bargaining Employees ("Crane Pension Plan").
(g) "Test Date" shall mean (i) for purposes of
Section 3(a)(i) of this Agreement - November 6,
1998; and (ii) for purposes of Sections 3(a)(ii)
and 3(a)(iii) of this Agreement - May 6, 2001.
(h) "Start Date" shall mean (i) for purposes of
Section 3(a)(i) and 3(a)(iii) of this Agreement -
May 6, 1996 and for purposes of Section 3(a)(ii) of
this Agreement - November 6, 1998.
(i) "Crane Total Return" for any period shall mean
the total return on the Crane Shares over the
period commencing on the Start Date and ending on
the Test Date specified for that period and shall
be calculated as follows:
<PAGE>
Crane Total Return = (B/A)-1
A The average of the Fair Market
Values of the Crane Shares as reported in the
New York Stock Exchange Composite Transactions
over a period of twenty trading days beginning
with, and including, the Start Date ("Starting
Period"). If an ex-dividend date for a non-
cash dividend on the Crane Shares occurs
during the Starting Period, the value of such
dividend (determined in accordance with
principles (ii), (iii) and (iv) below) to be
utilized for the purpose of calculating ("D")
shall be added to the Fair Market Values of
the Crane Shares during the Starting Period on
and after such exdividend date.
B = C x D
C The average of the Fair Market
Values of the Crane Shares as reported in the
New York Stock Exchange Composite Transactions
over the period of twenty trading days which
immediately precede the Test Date ("Testing
Period").
D The number of Crane Shares that
would have been owned on the Test Date
assuming one such Crane Share had been owned
on the Start Date and all dividends and
distributions, whether in cash, in kind, or in
debt or equity securities of the Corporation,
subsequent to the Start Date had been
reinvested in Crane Shares.
For the purpose of calculating "D":
(i) the amount of each dividend shall be
assumed to have been reinvested by acquiring
Crane Shares at their closing price on the
relevant ex-dividend date;
(ii) the amount of a dividend paid in
marketable securities (such as spin-offs of
subsidiary stock) shall be deemed to be the
closing price of such securities in the
relevant market therefor on the relevant ex-
dividend date;
<PAGE>
(iii) the amount of a dividend paid other
than in cash or marketable securities, shall
be deemed to be the fair market value of the
asset transferred as at the relevant ex-
dividend date; and
(iv) no allowance shall be made for tax
or transaction costs.
(j) "S&P 500 Total Return" for any period shall
mean shall mean the total return on the S&P 500
Stock Index (the "Index") over the period
commencing on the Start Date and ending on the Test
Date specified for that period and shall be
calculated as follows:
S&P 500 Total Return = (X/W)-1
W = The average of the Closing
Prices of the Index over the Starting
Period
X = Y x Z
Y = The average of the Closing
Prices of the Index over the Testing
Period
Z = The number of units of the
Index that would have been owned on the
Test Date assuming one unit was owned on
the Start Date and all dividends on the
Index subsequent to the Start Date (as
calculated and published by Standard &
Poors) were reinvested in further units
of the Index.
For the purpose of calculating "Z":
(i) the total amount of dividends on the
Index during each calendar month shall be
assumed to be reinvested by acquiring further
units of the Index at the average monthly
price of the Index on the last business day of
that month;
(ii) dividends on the Index during the
calendar month in which the Test Date falls
shall be prorated through the Test Date and
shall be assumed to be reinvested by acquiring
further units of the Index at the closing
price of the Index on the Test Date; and
<PAGE>
(iii)no allowance shall be made for
tax or transaction costs;
2. AWARD OF CRANE SHARES.
Pursuant to the provisions of the Plan and this Agreement and
by the authority of the Committee, the Corporation awards
(no. of shares) Crane Shares (the "Restricted Stock") to the
Participant (in the aggregate the "Full Grant of Restricted
Stock").
3. RESTRICTIONS AND RIGHTS.
(a) During the Restriction Period the Restricted Shares are
subject to forfeiture and may not be sold, transferred,
assigned or pledged (the "Restrictions"). The
Restrictions on the Restricted Stock shall automatically
lapse only as follows:
(i) On up to fifty percent (50%) of the
Restricted Stock awarded hereunder on November
6, 1998 if on that Test Date (i) the Crane
Total Return shall exceed the S&P 500 Total
Return and (ii) the Fair Market Value of a
Crane Share
shall exceed the Grant Price, in which case
the restrictions on 5% of the Full Grant of
Restricted Stock will lapse for each 1% by
which the Crane Total Return exceeds the S&P
500 Total Return as follows:
% By Which Crane
Total Return % of Full Grant of
Exceeds the S&P Restricted Stock on Which
500 Total Return Restrictions Lapse
1 5
2 10
3 15
4 20
5 25
6 30
7 35
8 40
9 45
10 50
<PAGE>
(ii) On up to fifty percent (50%) of the
Restricted Stock awarded hereunder on May 6,
2001 if on that Test Date (i) the Crane Total
Return shall exceed the S&P 500 Total Return;
and (ii) the Fair Market Value of a Crane
share shall exceed the Grant Price, in which
case the Restrictions on 5% of the Full Grant
of Restricted Stock will lapse for each 1% by
which the Crane Total Return exceeds the S&P
500 Total Return as follows:
% By Which Crane
Total Return % of Full Grant of
Exceeds the S&P Restricted Stock on which
500 Total Return Restrictions Lapse
1 5
2 10
3 15
4 20
5 25
6 30
7 35
8 40
9 45
10 50
(iii) On up to one hundred percent (100%)
of the Restricted Stock awarded hereunder on
May 6, 2001, if on that Test Date (i) the
Crane Total Return shall exceed the S&P 500
Total Return; and (ii) the Fair Market Value
of a Crane Share shall exceed the Grant Price,
in which case the restrictions on 10% of the
Full Grant of Restricted Stock will lapse for
each 1% by which the Crane Total Return
exceeds the S&P Total Return as follows:
<PAGE>
% By Which Crane
Total Return % of Full Grant of
Exceeds the S&P Restricted Stock on Which
500 Total Return Restrictions Lapse
1 10
2 20
3 30
4 40
5 50
6 60
7 70
8 80
9 90
10 100
provided however, all percentages of the Full Grant of
Restricted Stock on which restrictions have lapsed by
reason of either Section 3(a)(i) or 3(a)(ii) shall be
credited against any percentage of the Full Grant of
Restricted Stock on which Restrictions may lapse by
reason of this Section 3(a)(iii); or
(iv) In the event of the Participant's
Retirement, Permanent Total Disability, or
death or in the event of a Change In Control.
The restrictions applicable to the Restricted Stock
shall not lapse for any reason other than those
described in clauses (i) through (iv) above. At the end
of the Restriction Period, all Restricted Shares as to
which the Restrictions shall not have lapsed by reason
of the operation of clauses (i) through (iv) of the
foregoing sentence shall be forfeited and the
Participant shall be required to return all applicable
stock certificates to the Corporation.
(b) During the Restriction Period, the Participant will be
entitled to all other rights of a shareholder of the
Corporation, including the right to vote the Crane
Shares and receive dividends and other distributions
thereon.
<PAGE>
4. STOCK CERTIFICATE.
Each stock certificate evidencing an award of Restricted
Stock shall be registered in the name of the Participant, and
shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such award
substantially in the following form (the "Legend"):
"The transferability of this certificate and
the shares of stock represented hereby are subject
to the terms and conditions (including forfeiture)
of the Restricted Stock Award Plan of Crane Co. and
an Agreement entered into between the registered
owner and Crane Co. Copies of such Plan and
Agreement are on file in the offices of Crane Co.,
100 First Stamford Place, Stamford, Connecticut
06902.
5. TERMINATION OF EMPLOYMENT.
Except as provided in Section 3(a) (iv) of this Restricted
Stock Agreement and Section 6(d) of the Plan, the
Participant's termination of employment during the
Restriction Period shall result in the forfeiture of all
Restricted Shares as to which the Restrictions have not
lapsed, and the Participant shall be required to return all
applicable stock certificates to the Corporation.
6. COVENANTS.
(a) The Participant agrees to be bound by all
terms and provisions of the Plan, receipt of a
copy of which is acknowledged by the Participant's
signature below, and all such provisions shall be
deemed a part of this Agreement for all purposes.
(b) The Participant agrees to provide the
Corporation, when and if requested, with any
information or documentation which the Corporation
believes necessary or advisable in connection with
the administration of the Plan, including data
required to assure compliance with the requirements
of the Securities and Exchange Commission, of any
stock exchange upon which the Shares are then
listed, or of any applicable federal, state or
other law.
<PAGE>
(c) The Participant agrees, upon due notice and
demand, to promptly pay to the Corporation the cash
amount of any taxes which are required to be
withheld by the Corporation either at the time the
Restriction Period lapses or at the time of award
(in cases where the Participant duly elects to be
taxed at such earlier time); provided, however, the
Corporation, in its sole discretion, may accept
Restricted Shares awarded hereunder or Shares
otherwise previously acquired in satisfaction
thereof.
7. NO COVENANT OF EMPLOYMENT.
Neither the execution and delivery hereof nor the granting of
any award evidenced hereby shall constitute, or be evidence
of, any agreement or understanding, express or implied, on
the part of the Corporation or its subsidiaries to employ the
Participant for any specific period.
8. ADMINISTRATION AND INTERPRETATION OF PLAN
AND AGREEMENT.
In the event of any conflict between the terms herein and
those of the Plan, the provisions of the Plan shall prevail.
The Committee shall have full authority and discretion,
subject only to the terms of the Plan, to decide all matters
relating to the administration or interpretation of the Plan
and this Agreement thereunder, and all such action by the
Committee shall be final, conclusive, and binding upon the
Corporation and the Participant.
This Restricted Stock Agreement is deemed to be issued in,
the award evidenced hereby is deemed to be granted in, and
both shall be governed by the laws of, the State of Delaware.
There have been no representations to the Participant other
than those contained herein.
9. DELIVERY.
All certificates for Restricted Stock delivered under the
Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which Shares
<PAGE>
are then listed and any applicable federal or state
securities law, and the Committee may cause a legend or
legends to be put on any such certificates to make
appropriate reference to such restrictions.
The Committee may adopt rules which provide that the stock
certificates evidencing such Shares may be held in custody by
a bank or other institution, or that the Corporation may
itself hold such Shares in custody until the restrictions
thereon shall have lapsed and may require, as a condition of
any award, that the Participant shall have delivered a stock
power endorsed in blank relating to the stock covered by such
award.
10. AMENDMENT.
The terms of this Agreement shall be subject to the terms of
the Plan as the Plan may be amended from time to time by the
Board of Directors of the Corporation unless any Plan
amendment by its terms or by its clear intent is inapplicable
to this Agreement.
11. NOTICE.
Any notice to the Corporation provided for in this Agreement
shall be in writing and addressed to it in care of the
Secretary of the Corporation, and any notice to the
Participant shall be in writing and addressed to the
Participant at the address contained in payroll records at
the time or to such other address designated in writing by
the Participant.
CRANE CO.
By: __________________
R. S. Evans
Chairman &
Chief Executive Officer
________________
(name)
Signed this day of
May, 1996.
<PAGE>
Exhibit 4.6
RESTRICTED STOCK AGREEMENT-TIME VESTING
UNDER THE RESTRICTED STOCK AWARD PLAN OF CRANE
CO.
BETWEEN CRANE CO. AND
(name)
DATED AS OF MAY 6, 1996
In recognition of the valued services performed by (name)
(the "Participant") for Crane Co. and its subsidiaries and as
an incentive for continued performance, Crane Co. (the
"Corporation"), through the Organization and Compensation
Committee of its Board of Directors (the "Committee"), has
determined to award to the Participant certain shares of
restricted stock under the terms of the Restricted Stock
Award Plan of Crane Co. (the "Plan") (a copy of which is
attached hereto and made a part hereof).
As a condition to such award and pursuant to Section 5(a) of
the Plan, the Corporation and the Participant hereby enter
into this Restricted Stock Agreement and agree to the terms
and conditions set forth hereafter.
1. DEFINITIONS.
For purposes of this Agreement, and for purposes of
interpreting the terms of the Plan, the following terms shall
have the following meanings:
(a) "Restriction Period" shall mean a period
commencing on the date of the award and ending on
May 6, 2006.
(b) "Change-in-Control" shall have the meaning set
forth in Section 6(d) of the Plan.
(c) "Permanent Total Disability" shall mean wholly
and permanently prevented from engaging in any
occupation or employment for wages or profit
substantially similar to that engaged in by the
Participant at the time of the award as the result
of psychiatric or bodily injury or disease.
(d) "Retirement" shall mean "Normal Retirement" as
defined in Crane Co.'s Pension Plan for Non-
Bargaining Employees ("Crane Pension Plan").
<PAGE>
2. AWARD OF CRANE SHARES.
Pursuant to the provisions of the Plan and this Agreement and
by the authority of the Committee, the Corporation awards
(NO. (no. of shares) shares (the "Restricted Stock") of
Crane Co. common stock, par value $1.00 ("Crane Shares") to
the Participant.
3. RESTRICTIONS AND RIGHTS.
(a) During the Restriction Period the Restricted Stock is
subject to forfeiture and may not be sold, transferred,
assigned or pledged (the "Restrictions"). The
Restrictions on the Restricted Stock shall automatically
lapse:
(i) when the participant reaches age 65,
or on May 6, 2006, whichever is earlier;
provided however in the event the Plan
participant requests early retirement or
otherwise leaves the employ of the
Corporation, the Committee may, upon the
Participant's request and in the Committee's
sole discretion, waive or revise this
provision to permit the lapse of Restrictions
on all or a portion of the Restricted Stock
awarded hereunder on or prior to such early
retirement or other departure from the employ
of the Corporation;
(ii) in the event of the Participant's
Retirement, Permanent Total Disability, or
death or in the event of a Change-in-Control;
or
(iii) as may be otherwise provided under
the terms of the Plan.
(b) During the Restriction Period, the Participant will be
entitled to all other rights of a shareholder of the
Corporation, including the right to vote the Restricted
Stock and receive dividends and other distributions
thereon.
<PAGE>
4. STOCK CERTIFICATE.
Each stock certificate evidencing an award of Restricted
Stock shall be registered in the name of the Participant, and
shall bear an appropriate legend referring to the terms,
conditions
and restrictions applicable to such award substantially in
the following form (the "Legend"):
"The transferability of this certificate and the shares
of stock represented hereby are subject to the terms and
conditions (including forfeiture) of the Restricted
Stock Award Plan of Crane Co. and an Agreement entered
into between the registered owner and Crane Co. Copies
of such Plan and Agreement are on file in the offices of
Crane Co., 100 First Stamford Place, Stamford,
Connecticut 06902."
5. TERMINATION OF EMPLOYMENT.
Except as otherwise provided for in Section 3(a) of this
Restricted Stock Agreement and Section 6(d) of the Plan, the
Participant's termination of employment during the
Restriction Period shall result in the forfeiture of all
Restricted Stock as to which the Restrictions have not
lapsed, and the Participant shall be required to return all
applicable stock certificates to the Corporation.
6. COVENANTS.
(a) The Participant agrees to be bound by all
terms and provisions of the Plan, receipt of a
copy of which is acknowledged by the Participant's
signature below, and all such provisions shall be
deemed a part of this Agreement for all purposes.
(b) The Participant agrees to provide the
Corporation, when and if requested, with any
information or documentation which the Corporation
believes necessary or advisable in connection with
the administration of the Plan, including data
required to assure compliance with the requirements
of the Securities and Exchange Commission, of any
stock exchange upon which the Crane Shares are then
listed, or of any applicable federal, state or
other law.
<PAGE>
(c) The Participant agrees, upon due notice and
demand, to promptly pay to the Corporation the cash
amount of any taxes which are required to be
withheld by the Corporation either at the time the
Restriction Period lapses or at the time of award
(in cases where the Participant duly elects to be
taxed at such earlier time); provided, however, the
Corporation, in its sole discretion, may accept
Restricted Stock awarded hereunder or Crane Shares
otherwise previously acquired in satisfaction
thereof.
7. NO COVENANT OF EMPLOYMENT.
Neither the execution and delivery hereof nor the granting of
any award evidenced hereby shall constitute, or be evidence
of, any agreement or understanding, express or implied, on
the part of the Corporation or its subsidiaries to employ the
Participant for any specific period.
8. ADMINISTRATION AND INTERPRETATION OF PLAN
AND AGREEMENT.
In the event of any conflict between the terms herein and
those of the Plan, the provisions of the Plan shall prevail.
The Committee shall have full authority and discretion,
subject only to the terms of the Plan, to decide all matters
relating to the administration or interpretation of the Plan
and this Agreement thereunder, and all such action by the
Committee shall be final, conclusive, and binding upon the
Corporation and the Participant. The Committee shall have
full authority and discretion to modify at any time the
Restriction Period), the Restrictions, the other terms and
conditions of this Agreement, the Legend and any other
instrument evidencing this award, provided that no such
modification shall increase the benefit under such award
beyond that which the Committee could have originally granted
at the time of the award, or shall impair the rights of the
Participant under such award except in accordance with the
Plan, or any applicable agreement or applicable law, or with
consent of the Participant.
This Restricted Stock Agreement is deemed to be issued in,
the award evidenced hereby is deemed to be granted in, and
both shall be governed by the laws of, the State of Delaware.
There have been no representations to the Participant other
than those contained herein.
<PAGE>
9. DELIVERY.
All certificates for Restricted Stock delivered under the
Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which Crane
Shares are then listed and any applicable federal or state
securities law, and the Committee may cause a legend or
legends to be put on any such certificates to make
appropriate reference to such restrictions.
The Committee may adopt rules which provide that the stock
certificates evidencing such Restricted Stock may be held in
custody by a bank or other institution, or that the
Corporation may itself hold such Restricted Stock in custody
until the restrictions thereon shall have lapsed and may
require, as a condition of any award, that the Participant
shall have delivered a stock power endorsed in blank relating
to the Restricted Stock covered by such award.
10. AMENDMENT.
The terms of this Agreement shall be subject to the terms of
the Plan as the Plan may be amended from time to time by the
Board of Directors of the Corporation unless any Plan
amendment by its terms or by its clear intent is inapplicable
to this Agreement.
11. NOTICE.
Any notice to the Corporation provided for in this Agreement
shall be in writing and addressed to it in care of the
Secretary of the Corporation, and any notice to the
Participant shall be in writing and addressed to the
Participant at the address contained in payroll records at
the time or to such other address designated in writing by
the Participant.
CRANE CO.
By:____________________________
Chairman and Chief Executive
Officer
_____________________
(name)
Signed this day of May, 1996
<PAGE>
Exhibit
5.1
June 24, 1996
Crane Co.
100 First Stamford Place
Stamford, CT 06902
Gentlemen:
Reference is made to the Registration Statement on Form
S-8, to be filed contemporaneously herewith under the
Securities Act of 1933 by Crane Co. (the "Registrant")
relating to 500,000 additional common shares of the
Registrant to be issued under the Crane Co. Restricted Stock
Award Plan (the "Plan").
In connection with the said filing, the undersigned has
examined copies of the following:
1. The Certificate of Incorporation of the
Registrant
and all amendments thereto as in existence and as
filed with the Secretary of State of the State of
Delaware.
2. The By-Laws of the Registrant.
3. The Minutes of meetings of the Board of Directors
and of the Shareholders of the Registrant
adopting and ratifying the Plan, and amendments
thereto.
4. The Crane Co. Restricted Stock Award Plan, as
amended through May 6, 1996.
5. Registration Statements on Form S-8 No. 33-22904
and No. 33-59,399.
6. The Registration Statement to which this Document
is an exhibit.
Based on the foregoing documents and upon examination
of such other records, documents and matter of law as deemed
necessary, the undersigned is of the opinion that:
1. The Registrant is a corporation duly organized
and
validly existing under the laws of the State of
Delaware.
<PAGE>
2. The 500,000 additional Common Shares of the
Registrant authorized, for issuance under the
Plan have been duly authorized, and such Shares,
when issued by the Registrant in accordance with
the terms and conditions of the Plan will be
validly issued, fully paid, nonassessable and,
subject to the provisions of the Plan and the
various Restricted Stock Agreements with respect
to the lapse of restrictions thereon, freely
transferable.
The undersigned presently owns 10,200 shares of the
Registrant's common stock, including 10,100 restricted shares
and holds options for 15,000 common shares under the Plan.
The undersigned hereby consents to the filing of this opinion
as an exhibit to the Registration Statement and to the use of
the undersigned's name under the caption "Legal Opinion" in
any prospectus materials to be used in connection therewith.
Very truly yours,
____________________
/s/ Augustus I. duPont
<PAGE>
Exhibit
23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Crane Co. on Form S-8 of our
reports dated January 12, 1996, appearing in and incorporated
by reference in the Annual Report on Form 10-K of Crane Co.
for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
June 24, 1996
