<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 1996
REGISTRATION NO.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
DANIEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1547355
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
9753 PINE LAKE DRIVE
HOUSTON, TEXAS 77055
(Address of Principal Executive Offices)
ASSUMED OPTIONS GRANTED
BY BETTIS CORPORATION
Pursuant to its 1994 Stock Incentive Plan and
1994 Non-Employee Director Stock Option Plan
(Full title of the plan)
JAMES M. TIDWELL
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
DANIEL INDUSTRIES, INC.
9753 PINE LAKE DRIVE
HOUSTON, TEXAS 77055
(Name and address of agent for service)
(713) 467-6000
(Telephone number, including area code, of agent for service)
--------------------
With Copy to:
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, TX 77010-3095
(713) 651-5151
Attention: Katie-Pat Vletas
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered unit (1) price (1) registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $1.25
par value 452,980 shares (2) $12.94 $5,861,562 $1,777
=======================================================================================================================
</TABLE>
(1) Estimated, pursuant to Rule 457(h), solely for the purpose of
calculating the registration fee and based upon the average of the
high and low sale prices of a share of Common Stock as reported by the
New York Stock Exchange on December 20, 1996.
(2) Also registered hereby is (i) an indeterminable number of shares of
Common Stock issuable as a result of the anti-dilution provisions of
the 1994 Stock Incentive Plan or 1994 Non-Employee Director Stock
Option Plan and (ii) the Common Stock purchase rights associated with
the shares of Common Stock being registered (the "Rights").
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents previously filed by Daniel Industries, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein:
(a) Annual Report on Form 10-K for the fiscal year ended
September 30, 1996;
(b) Current Report on Form 8-K dated December 12, 1996;
(c) The description of the Company's Common Stock
contained in its Registration of Securities of
Certain Successor Issuers on Form 8-B dated May 5,
1988; and
(d) The description of the Company's Preferred Share
Purchase Rights contained in its Registration
Statement on Form 8-A filed June 5, 1990.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of the filing of this Registration Statement and before the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Legal Counsel
Certain legal matters in connection with the securities offered hereby
are being passed upon for the Registrant by Thomas L. Sivak, General Counsel to
the Company. Mr. Sivak owns 3,042 shares of Common Stock and holds options to
purchase 24,500 shares of Common Stock of which 11,167 options are currently
exercisable.
ITEM 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation contains a provision that
eliminates the personal liability of a director to the Company and its
stockholders for monetary damages for breach of his fiduciary duty as a
director, except liability (i) for any breach of the duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payment of an improper dividend or improper repurchase of the Company's stock
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Except as set forth above, if a director were to breach his fiduciary duty in
performing his duties as a director, neither the Company nor its stockholders
could recover monetary damages from the director, and the only course of action
available to the Company's stockholders would be equitable remedies, such as an
action to
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<PAGE> 3
enjoin or rescind a transaction involving a breach of fiduciary duty. To the
extent certain claims against directors are limited to equitable remedies, the
provision in the Company's Certificate of Incorporation may reduce the
likelihood of derivative litigation and may discourage stockholders or
management from initiating litigation against directors for breach of their
fiduciary duty. Additionally, equitable remedies may not be effective in many
situations. If a stockholder's only remedy is to enjoin the completion of the
Board of Directors' action, this remedy may be ineffective if the stockholder
does not become aware of a transaction or event until after it has been
completed. In such a situation, it is possible that the stockholders and the
Company would have no effective remedy against the directors. The Company's
Certificate of Incorporation further provides that, if the Delaware General
Corporation Law is amended to allow the further elimination or limitation of
the liability of directors, then the liability of the Company's directors shall
be limited or eliminated to the fullest extent permitted by the amended
Delaware General Corporation Law.
Article IX of the Company's By-laws provides that each person who is
or was a director or officer of the Company, or who serves or served any other
enterprise or organization as such at the request of the Company, shall be
indemnified by the Company to the fullest extent permitted by the Delaware
General Corporation Law.
Delaware corporations also are authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers. The
Company currently has in effect a directors' and officers' liability insurance
policy, which provides coverage in the amount of $10,000,000, subject to a
maximum deductible of $200,000, per loss and excludes coverage for dishonest,
fraudulent or criminal acts and situations where the officer or director gained
a personal advantage or profit.
Item 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
4.1 Note Purchase Agreement dated as of December 5, 1988, between the
Company and The Variable Annuity Life Insurance Company, The Mutual
Benefit Life Insurance Company, MONY Life Insurance Company of America
and MONY Legacy Life Insurance Company (including the form of the
Company's Senior Notes in the aggregate in the principal amount of
$20,000,000) (filed as Exhibit 4.3 to the Company's Annual Report on
Form 10-K for the year ended September 30, 1988, and hereby
incorporated by reference herein).
4.2 Certificate of Incorporation of the Company (filed as Exhibit 3.1 to
the Company's Registration of Securities of Certain Successor Issuers
on Form 8-B dated May 5, 1988, and hereby incorporated by reference
herein).
4.3 Amendment to Certificate of Incorporation of the Company (filed as
Exhibit 4.1 to the Company's Current Report on Form 8-K dated December
12, 1996, and hereby incorporated by reference herein).
4.4 By-laws of the Company, as amended through February 1, 1996, (filed as
Exhibit 3.2 to the Company's Registration Statement on Form S-4 (Reg.
No. 333-14635), and hereby incorporated by reference herein).
II-3
<PAGE> 4
4.5 Certificate of Designation, Powers, Preferences and Rights of Series A
Junior Participating Preferred Stock (filed as Exhibit 3.3 on Daniel's
Form 8 amending its Annual Report on Form 10-K for the year ended
September 30, 1990, and hereby incorporated by reference herein).
4.6 Rights Agreement dated as of May 31, 1990, between the Company and
Wachovia Bank and Trust Company, N.A., as Rights Agent (filed as
Exhibit 1 to the Company's Registration of Certain Classes of
Securities on Form 8-A filed June 5, 1990, and hereby incorporated by
reference herein).
4.7 Bettis Corporation 1994 Stock Incentive Plan (including form of
Nonstatutory Stock Option Agreement used in connection therewith).
4.8 Bettis Corporation 1994 Nonemployee Directors' Stock Option Plan
(including form of Nonemployee Director's Stock Option Agreement
included therewith).
4.9 Forms of Stock Option Assumption.
5.1 Opinion of Thomas L. Sivak, regarding legality of securities.
23.1 Consent of Thomas L. Sivak (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (contained on page II-6 and II-7 hereof).
ITEM 22. Undertakings
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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information 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; and
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"Securities Act"), each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the
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<PAGE> 5
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 Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
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<PAGE> 6
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 Houston, Texas, on the 12th day of December, 1996.
DANIEL INDUSTRIES, INC.
By /s/ W. A. GRIFFIN, III
-------------------------------
W. A. Griffin, III
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOWALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints James M. Tidwell and Michael R. Yellin
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and 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 and all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ W. A. GRIFFIN, III President, Chief Executive Officer and December 12, 1996
- ------------------------------------- Director (Principal Executive Officer)
W. A. Griffin, III
/s/ JAMES M. TIDWELL Vice President, Finance and Chief December 12, 1996
- ------------------------------------- Financial Officer (Principal Financial
James M. Tidwell Officer)
/s/ MARY R. BESHEARS Controller (Principal Accounting December 12, 1996
- ------------------------------------- Officer)
Mary R. Beshears
/s/ NATHAN M. AVERY Director December 12, 1996
- -------------------------------------
Nathan M. Avery
</TABLE>
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<PAGE> 7
<TABLE>
<S> <C> <C>
Director December __, 1996
-------------------------------------
Ralph F. Cox
/s/ GIBSON GAYLE, JR. Director December 12, 1996
-------------------------------------
Gibson Gayle, Jr.
/s/ W. A. GRIFFIN Chairman Emeritus and a Director December 12, 1996
-------------------------------------
W. A. Griffin
/s/ RONALD C. LASSITER Chairman of the Board December 12, 1996
-------------------------------------
Ronald C. Lassiter
/s/ THOMAS J. KEEFE Director December 12, 1996
-------------------------------------
Thomas J. Keefe
/s/ LEO E. LINBECK, JR. Director December 12, 1996
-------------------------------------
Leo E. Linbeck, Jr.
/s/ BRIAN E. O'NEILL Director December 12, 1996
-------------------------------------
Brian E. O'Neill
</TABLE>
II-7
<PAGE> 8
Exhibit Index
<TABLE>
<CAPTION>
Ex.
No. Description
--- ----------------------------------------------------------------------------
<S> <C>
4.1 Note Purchase Agreement dated as of December 5, 1988, between the Company
and The Variable Annuity Life Insurance Company, The Mutual Benefit Life
Insurance Company, MONY Life Insurance Company of America and MONY Legacy
Life Insurance Company (including the form of the Company's Senior Notes in
the aggregate in the principal amount of $20,000,000) (filed as Exhibit 4.3
to the Company's Annual Report on Form 10-K for the year ended September
30, 1988, and hereby incorporated by reference herein).
4.2 Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the
Company's Registration of Securities of Certain Successor Issuers on Form
8-B dated May 5, 1988, and hereby incorporated by reference herein).
4.3 Amendment to Certificate of Incorporation of the Company (filed as Exhibit
4.1 to the Company's Current Report on Form 8-K dated December 12, 1996,
and hereby incorporated by reference herein).
4.4 By-laws of the Company, as amended through February 1, 1996, (filed as
Exhibit 3.2 to the Company's Registration Statement on Form S-4 (Reg. No.
333-14635), and hereby incorporated by reference herein).
4.5 Certificate of Designation, Powers, Preferences and Rights of Series A
Junior Participating Preferred Stock (filed as Exhibit 3.3 on Daniel's Form
8 amending its Annual Report on Form 10-K for the year ended September 30,
1990, and hereby incorporated by reference herein).
4.6 Rights Agreement dated as of May 31, 1990, between the Company and Wachovia
Bank and Trust Company, N.A., as Rights Agent (filed as Exhibit 1 to the
Company's Registration of Certain Classes of Securities on Form 8-A filed
June 5, 1990, and hereby incorporated by reference herein).
4.7 Bettis Corporation 1994 Stock Incentive Plan (including form of
Nonstatutory Stock Option Agreement used in connection therewith).
4.8 Bettis Corporation 1994 Nonemployee Directors' Stock Option Plan (including
form of Nonemployee Director's Stock Option Agreement included therewith).
4.9 Forms of Stock Option Assumption.
5.1 Opinion of Thomas L. Sivak, regarding legality of securities.
23.1 Consent of Thomas L. Sivak (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (contained on page II-6 and II-7 hereof).
</TABLE>
<PAGE> 1
EXHIBIT 4.7
BETTIS CORPORATION
1994 STOCK INCENTIVE PLAN
I. PURPOSE
The purpose of the BETTIS CORPORATION 1994 STOCK INCENTIVE PLAN (the
"Plan") is to provide a means through which BETTIS CORPORATION, a Delaware
corporation (the "Company"), and its subsidiaries may attract able persons to
enter the employ of the Company and to provide a means whereby those employees
upon whom the responsibilities of the successful administration and management
of the Company rest, and whose present and potential contributions to the
welfare of the Company are of importance, can acquire and maintain stock
ownership, thereby strengthening their concern for the welfare of the Company
and their desire to remain in its employ. A further purpose of the Plan is to
provide such employees with additional incentive and reward opportunities
designed to enhance the profitable growth of the Company. Accordingly, the
Plan provides for granting Incentive Stock Options, options which do not
constitute Incentive Stock Options, Restricted Stock Awards, or any combination
of the foregoing, as is best suited to the circumstances of the particular
employee as provided herein.
II. DEFINITIONS
The following definitions shall be applicable throughout the Plan
unless specifically modified by any paragraph:
A. "Award" means, individually or collectively, any Option or
Restricted Stock Award.
B. "Board" means the Board of Directors of the Company.
C. "Code" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to any section and any regulations under
such section.
D. "Committee" means not less than two members of the Board who
are selected by the Board as provided in paragraph IV(a).
E. "Common Stock" means the common stock, par value $.01 per
share, of the Company.
F. "Company" means Bettis Corporation.
G. "Director" means an individual elected to the Board by the
stockholders of the Company or by the Board under applicable corporate law who
is serving on the Board on the date the Plan is adopted by the Board or is
elected to the Board after such date.
H. An "employee" means any person (including a Director) in an
employment relationship with the Company or any parent or subsidiary
corporation (as defined in section 424 of the Code).
<PAGE> 2
I. "1934 Act" means the Securities Exchange Act of 1934, as
amended.
J. "Fair Market Value" means, as of any specified date, the mean
of the high and low sales prices of the Common Stock (i) reported by the
NASDAQ-National Market System on that date or (ii) if the Common Stock is
listed on a national stock exchange, reported on the stock exchange composite
tape on that date; or, in either case, if no prices are reported on that date,
on the last preceding date on which such prices of the Common Stock are so
reported. If the Common Stock is traded over the counter at the time a
determination of its fair market value is required to be made hereunder, its
fair market value shall be deemed to be equal to the average between the
reported high and low or closing bid and asked prices of Common Stock on the
most recent date on which Common Stock was publicly traded. In the event
Common Stock is not publicly traded at the time a determination of its value is
required to be made hereunder, the determination of its fair market value shall
be made by the Committee in such manner as it deems appropriate.
K. "Holder" means an employee who has been granted an Award.
L. "Incentive Stock Option" means an incentive stock option
within the meaning of section 422 of the Code.
M. "Option" means an Award granted under paragraph VII of the
Plan and includes both Incentive Stock Options to purchase Common Stock and
Options which do not constitute Incentive Stock Options to purchase Common
Stock.
N. "Option Agreement" means a written agreement between the
Company and a Holder with respect to an Option.
O. "Plan" means the Bettis Corporation 1994 Stock Incentive Plan,
as amended from time to time.
P. "Restricted Stock Agreement" means a written agreement between
the Company and a Holder with respect to a Restricted Stock Award.
Q. "Restricted Stock Award" means an Award granted under paragraph
VIII of the Plan.
R. "Rule 16b-3" means SEC Rule 16b-3 promulgated under the 1934
Act, as such may be amended from time to time, and any successor rule,
regulation or statute fulfilling the same or a similar function.
S. "Stock Appreciation Right" shall have the meaning assigned to
such term in paragraph VII(d) of the Plan.
III. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be effective upon the date of its adoption by the
Board, provided the Plan is approved by the shareholders of the Company within
twelve months thereafter. No further Awards may be granted under the Plan
after ten years from the date the Plan is adopted by the Board. The Plan shall
remain in effect until all Awards granted under the Plan have been satisfied or
expired.
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<PAGE> 3
IV. ADMINISTRATION
A. Composition of Committee. The Plan shall be administered by a
committee which shall be (i) appointed by the Board; (ii) constituted so as
to permit the Plan to comply with Rule 16b-3 and (iii) constituted solely of
"outside directors", within the meaning of Section 162(m) of the Code and
applicable interpretive authority thereunder. Members of the Committee shall
not be eligible to receive an Award under the Plan and no person who has
received an Award in the preceding year shall be eligible to serve on the
Committee.
B. Powers. Subject to the provisions of the Plan, the Committee
shall have sole authority, in its discretion, to determine which employees
shall receive an Award, the time or times when such Award shall be made,
whether an Incentive Stock Option or, nonqualified Option shall be granted, and
the number of shares of Common Stock which may be issued under each Option or
Restricted Stock Award. In making such determinations the Committee may take
into account the nature of the services rendered by the respective employees,
their present and potential contribution to the Company's success and such
other factors as the Committee in its discretion shall deem relevant.
C. Additional Powers. The Committee shall have such additional
powers as are delegated to it by the other provisions of the Plan. Subject to
the express provisions of the Plan, the Committee is authorized to construe the
Plan and the respective agreements executed thereunder, to prescribe such rules
and regulations relating to the Plan as it may deem advisable to carry out the
Plan, and to determine the terms, restrictions and provisions of each Award,
including such terms, restrictions and provisions as shall be requisite in the
judgment of the Committee to cause designated Options to qualify as Incentive
Stock Options, and to make all other determinations necessary or advisable for
administering the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in any agreement relating to an Award
in the manner and to the extent it shall deem expedient to carry it into
effect. The determinations of the Committee on the matters referred to in this
paragraph IV shall be conclusive.
V. GRANT OF OPTIONS AND RESTRICTED STOCK AWARDS;
SHARES SUBJECT TO THE PLAN
A. Stock Grant and Award Limits. The Committee may from time to
time grant Awards to one or more employees determined by it to be eligible for
participation in the Plan in accordance with the provisions of paragraph VI.
Subject to paragraph IX, the aggregate number of shares of Common Stock that
may be issued under the Plan shall not exceed 750,000 shares. Shares shall be
deemed to have been issued under the Plan only (i) to the extent actually
issued and delivered pursuant to an Award, or (ii) to the extent an Award
granted under paragraph VII or VIII is settled in cash. To the extent that an
Award lapses or the rights of its Holder terminate, any shares of Common Stock
subject to such Award shall again be available for the grant of an Award.
Separate stock certificates shall be issued by the Company for those shares
acquired pursuant to the exercise of an Incentive Stock Option and for those
shares acquired pursuant to the exercise of any Option which does not
constitute an Incentive Stock Option. Notwithstanding any provision in the
Plan to the contrary, the maximum number of shares of Common Stock that may be
subject to Awards granted to any one individual during any calendar year may
not exceed 150,000 shares of Common Stock (subject to adjustment in the same
manner as provided in paragraph IX with respect to shares of Common Stock
subject to Options then outstanding).
B. Stock Offered. The stock to be offered pursuant to the grant
of an Award may be authorized but unissued Common Stock or Common Stock
previously issued and outstanding and reacquired by the Company.
3
<PAGE> 4
VI. ELIGIBILITY
Awards may be granted only to persons who, at the time of grant, are
employees. Awards may not be granted to any Director who is not an employee.
An Award may be granted on more than one occasion to the same person, and,
subject to the limitations set forth in the Plan, such Award may include an
Incentive Stock Option or an Option which is not an Incentive Stock Option, a
Restricted Stock Award, or any combination thereof.
VII. STOCK OPTIONS
A. Option Period. The term of each Option shall be as specified
by the Committee at the date of grant.
B. Limitations on Exercise of Option. An Option shall be
exercisable in whole or in such installments and at such times as determined by
the Committee.
C. Special Limitations on Incentive Stock Options. To the extent
that the aggregate Fair Market Value (determined at the time the respective
Incentive Stock Option is granted) of Common Stock with respect to which
Incentive Stock Options granted after 1986 are exercisable for the first time
by an individual during any calendar year under all incentive stock option
plans of the Company and its parent and subsidiary corporations exceeds
$100,000, such Incentive Stock Options shall be treated as options which do not
constitute Incentive Stock Options. The Committee shall determine, in
accordance with applicable provisions of the Code, Treasury Regulations and
other administrative pronouncements, which of an optionee's Incentive Stock
Options will not constitute Incentive Stock Options because of such limitation
and shall notify the optionee of such determination as soon as practicable
after such determination. No Incentive Stock Option shall be granted to an
individual if, at the time the Option is granted, such individual owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or of its parent or subsidiary corporation, within the
meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is
granted the option price is at least 110% of the Fair Market Value of the
Common Stock subject to the Option and (ii) such Option by its terms is not
exercisable after the expiration of five years from the date of grant.
D. Option Agreement. Each Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under section 422 of the Code. Each Option Agreement shall provide that the
Option may not be exercised, subject to paragraph IX, earlier than six months
from the date of grant and shall specify the effect of termination of
employment on the exercisability of the Option. An Option Agreement may
provide for the payment of the option price, in whole or in part, by the
delivery of a number of shares of Common Stock (plus cash if necessary) having
a Fair Market Value equal to such option price. Moreover, an Option Agreement
may provide for a "cashless exercise" of the Option by establishing procedures
whereby the Holder, by a properly-executed written notice, directs (i) an
immediate market sale or margin loan respecting all or a part of the shares of
Common Stock to which he is entitled upon exercise pursuant to an extension of
credit by the Company to the Holder of the option price, (ii) the delivery of
the shares of Common Stock from the Company directly to a brokerage firm and
(iii) the delivery of the option price from sale or margin loan proceeds from
the brokerage firm directly to the Company. Further, an Option Agreement may
provide for the surrender of the right to purchase shares under the Option in
return for a payment in cash or shares of Common Stock or a combination of cash
and
4
<PAGE> 5
shares of Common Stock equal in value to the excess of the Fair Market Value of
the shares with respect to which the right to purchase is surrendered over the
option price therefor ("Stock Appreciation Rights"), on such terms and
conditions as the Committee in its sole discretion may prescribe; provided,
that with respect to Stock Appreciation Rights granted to employees who are
subject to Section 16 of the 1934 Act, except as provided in subparagraph IX(c)
hereof, the Committee shall retain final authority (i) to determine whether an
optionee shall be permitted, or (ii) to approve an election by an optionee, to
receive cash in full or partial settlement of Stock Appreciation Rights. The
terms and conditions of the respective Option Agreements need not be identical.
E. Option Price and Payment. The price at which a share of
Common Stock may be purchased upon exercise of an Option shall be determined by
the Committee, but, subject to adjustment as provided in paragraph IX, (i) in
the case of an Incentive Stock Option, such purchase price shall not be less
than the Fair Market Value of a share of Common Stock on the date such Option
is granted, and (ii) in the case of an Option that does not constitute an
Incentive Stock Option, such purchase price shall not be less than 50% of the
Fair Market Value of a share of Common Stock on the date such Option is
granted. The Option or portion thereof may be exercised by delivery of an
irrevocable notice of exercise to the Company. The purchase price of the
Option or portion thereof shall be paid in full in the manner prescribed by the
Committee. Separate stock certificates shall be issued by the Company for
those shares acquired pursuant to the exercise of an Incentive Stock Option and
for those shares acquired pursuant to the exercise of any Option which does not
constitute an Incentive Stock Option.
F. Shareholder Rights and Privileges. The Holder shall be
entitled to all the privileges and rights of a shareholder only with respect to
such shares of Common Stock as have been purchased under the Option and for
which certificates of stock have been registered in the Holder's name.
G. Options and Rights in Substitution for Stock Options Granted
by Other Corporations. Options and Stock Appreciation Rights may be granted
under the Plan from time to time in substitution for stock options held by
individuals employed by corporations who become employees as a result of a
merger or consolidation of the employing corporation with the Company or any
subsidiary, or the acquisition by the Company or a subsidiary of the assets of
the employing corporation, or the acquisition by the Company or a subsidiary of
stock of the employing corporation with the result that such employing
corporation becomes a subsidiary.
VIII. RESTRICTED STOCK AWARDS
A. Restriction Period To Be Established by the Committee. At the
time a Restricted Stock Award is made, the Committee shall establish a period
of time (the "Restriction Period") applicable to such Award. Each Restricted
Stock Award may have a different Restriction Period, in the discretion of the
Committee. The Restriction Period applicable to a particular Restricted Stock
Award shall not be changed except as permitted by paragraph VIII(b) or
paragraph IX.
B. Other Terms and Conditions. Common Stock awarded pursuant to
a Restricted Stock Award shall be represented by a stock certificate registered
in the name of the Holder of such Restricted Stock Award. The Holder shall
have the right to receive dividends during the Restriction Period, to vote
Common Stock subject thereto and to enjoy all other shareholder rights, except
that (i) the Holder shall not be entitled to delivery of the stock certificate
until the Restriction Period shall have expired, (ii) the Company shall retain
5
<PAGE> 6
custody of the stock during the Restriction Period, (iii) the Holder may not
sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock
during the Restriction Period, and (iv) a breach of the terms and conditions
established by the Committee pursuant to the Restricted Stock Agreement, shall
cause a forfeiture of the Restricted Stock Award. At the time of such Award,
the Committee may, in its sole discretion, prescribe additional terms,
conditions or restrictions relating to Restricted Stock Awards, including, but
not limited to, rules pertaining to the termination of employment (by
retirement, disability, death or otherwise) of a Holder prior to expiration of
the Restriction Period. Such additional terms, conditions or restrictions
shall be set forth in a Restricted Stock Agreement made in conjunction with the
Award.
C. Payment for Restricted Stock. The Committee shall determine
the amount and form of any payment for Common Stock received pursuant to a
Restricted Stock Award, provided that in the absence of such a determination, a
Holder shall not be required to make any payment for Common Stock received
pursuant to a Restricted Stock Award, except to the extent otherwise required
by law.
(d) Agreements. At the time any Award is made under this
paragraph VIII, the Company and the Holder shall enter into a Restricted Stock
Agreement setting forth each of the matters contemplated hereby and such other
matters as the Committee may determine to be appropriate. The terms and
provisions of the respective Restricted Stock Agreements need not be identical.
IX. RECAPITALIZATION OR REORGANIZATION
A. The existence of the Plan and the Awards granted hereunder
shall not affect in any way the right or power of the Board or the shareholders
of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's capital structure or its
business, any merger or consolidation of the Company, any issue of debt or
equity securities ahead of or affecting Common Stock or the rights thereof, the
dissolution or liquidation of the Company or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act of proceeding.
B. The shares with respect to which Options may be granted are
shares of Common Stock as presently constituted, but if, and whenever, prior to
the expiration of an Option theretofore granted, the Company shall effect a
subdivision or consolidation of shares of Common Stock or the payment of a
stock dividend on Common Stock without receipt of consideration by the Company,
the number of shares of Common Stock with respect to which such Option may
thereafter be exercised (i) in the event of an increase in the number of
outstanding shares shall be proportionately increased, and the purchase price
per share shall be proportionately reduced, and (ii) in the event of a
reduction in the number of outstanding shares shall be proportionately reduced,
and the purchase price per share shall be proportionately increased.
C. If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise of an Option theretofore granted the
Holder shall be entitled to purchase under such Option, in lieu of the number
of shares of Common Stock then covered by such Option, the number and class of
shares of stock and securities to which the Holder would have been entitled
pursuant to the terms of the recapitalization if, immediately prior to such
recapitalization, the Holder had been the holder of record of the number of
shares of Common Stock then covered by such Option. If (i) the Company shall
not be the surviving entity in any merger, consolidation or other
reorganization (or survives only as a subsidiary of an entity other than a
previously wholly owned subsidiary of the Company), (ii)
6
<PAGE> 7
the Company sells, leases or exchanges or agrees to sell, lease or exchange all
or substantially all of its assets to any other person or entity (other than a
wholly owned subsidiary of the Company), (iii) the Company is to be dissolved
and liquidated, (iv) any person or entity, including a "group" as contemplated
by Section 13(d)(3) of the 1934 Act, acquires or gains ownership or control
(including, without limitation, power to vote) of more than 50% of the
outstanding shares of the Company's voting stock (based upon voting power), or
(v) as a result of or in connection with a contested election of directors, the
persons who were directors of the Company before such election shall cease to
constitute a majority of the Board (each such event is referred to herein as a
"Corporate Change"), no later than (x) ten days after the approval by the
shareholders of the Company of such merger, consolidation, reorganization,
sale, lease or exchange of assets or dissolution or such election of directors
or (x) thirty days after a change of control of the type described in Clause
(iv), the Committee, acting in its sole discretion without the consent or
approval of any optionee, shall act to effect one or more of the following
alternatives, which may vary among individual optionees and which may vary
among Options held by any individual optionee: (1) accelerate the time at which
Options then outstanding may be exercised so that such Options may be exercised
in full for a limited period of time on or before a specified date (before or
after such Corporate Change) fixed by the Committee, after which specified date
all unexercised Options and all rights of optionees thereunder shall terminate,
(2) require the mandatory surrender to the Company by selected optionees of
some or all of the outstanding Options held by such optionees (irrespective of
whether such Options are then exercisable under the provisions of the Plan) as
of a date, before or after such Corporate Change, specified by the Committee,
in which event the Committee shall thereupon cancel such Options and the
Company shall pay to each optionee an amount of cash per share equal to the
excess, if any, of the amount calculated in subparagraph (d) below (the "Change
of Control Value") of the shares subject to such Option over the exercise
price(s) under such Options for such shares, (3) make such adjustments to
Options then outstanding as the Committee deems appropriate to reflect such
Corporate Change (provided, however, that the Committee may determine in its
sole discretion that no adjustment is necessary to Options then outstanding) or
(4) provide that thereafter upon any exercise of an Option theretofore granted
the optionee shall be entitled to purchase under such Option, in lieu of the
number of shares of Common Stock then covered by such Option the number and
class of shares of stock or other securities or property (including, without
limitation, cash) to which the optionee would have been entitled pursuant to
the terms of the agreement of merger, consolidation or sale of assets and
dissolution if, immediately prior to such merger, consolidation or sale of
assets and dissolution the optionee had been the holder of record of the number
of shares of Stock then covered by such Option.
D. For the purposes of clause (2) in subparagraph (c) above, the
"Change of Control Value" shall equal the amount determined in clause (i), (ii)
or (iii), whichever is applicable, as follows: (i) the per share price offered
to shareholders of the Company in any such merger, consolidation,
reorganization, sale of assets or dissolution transaction, (ii) the price per
share offered to shareholders of the Company in any tender offer or exchange
offer whereby a Corporate Change takes place, or (iii) if such Corporate Change
occurs other than pursuant to a tender or exchange offer, the fair market value
per share of the shares into which such Options being surrendered are
exercisable, as determined by the Committee as of the date determined by the
Committee to be the date of cancellation and surrender of such Options. In the
event that the consideration offered to shareholders of the Company in any
transaction described in this subparagraph (d) or subparagraph (c) above
consists of anything other than cash, the Committee shall determine the fair
cash equivalent of the portion of the consideration offered which is other than
cash.
E. In the event of changes in the outstanding Common Stock by
reason of recapitalization, reorganizations, mergers, consolidations,
combinations, exchanges or other
7
<PAGE> 8
relevant changes in capitalization occurring after the date of the grant of any
Award and not otherwise provided for by this paragraph IX, any outstanding
Awards and any agreements evidencing such Awards shall be subject to adjustment
by the Committee at its discretion as to the number and price of shares of
Common Stock or other consideration subject to such Awards. In the event of
any such change in the outstanding Common Stock, the aggregate number of shares
available under the Plan may be appropriately adjusted by the Committee, whose
determination shall be conclusive.
F. Any adjustment provided for in the above subparagraphs shall
be subject to any required shareholder action.
G. Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares
of stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares of obligations of the Company convertible into such shares
or other securities, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to Awards theretofore granted or the
purchase price per share, if applicable.
H. Plan provisions to the contrary notwithstanding, with respect
to any Restricted Stock Awards outstanding at the time a Corporate Change as
described in subparagraph (c) above occurs, the Committee may, in its
discretion and as of a date determined by the Committee, fully vest any or all
Common Stock awarded to the Holder pursuant to such Restricted Stock Award and
then outstanding and, upon such vesting, all restrictions applicable to such
Restricted Stock Award shall terminate as of such date. Any action by the
Committee pursuant to this subparagraph may vary among individual Holders and
may vary among the Restricted Stock Awards held by any individual Holder.
X. AMENDMENT AND TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Awards have not theretofore been granted. The
Board shall have the right to alter or amend the Plan or any part thereof from
time to time; provided that no change in any Award theretofore granted may be
made which would impair the rights of the Holder without the consent of the
Holder, and provided, further, that the Board may not, without approval of the
shareholders, amend the Plan:
A. to increase the maximum number of shares which may be issued
on exercise or surrender of an Award, except as provided in paragraph IX;
B. to change the Option price;
C. to change the class of employees eligible to receive Awards or
materially increase the benefits accruing to employees under the Plan;
D. to extend the maximum period during which Awards may be
granted under the Plan;
E. to modify materially the requirements as to eligibility for
participation in the Plan; or
8
<PAGE> 9
F. to decrease any authority granted to the Committee hereunder
in contravention of Rule 16b-3.
XI. MISCELLANEOUS
A. No Right To An Award. Neither the adoption of the Plan by the
Company nor any action of the Board or the Committee shall be deemed to give an
employee any right to be granted an Award to purchase Common Stock, a right to
a Restricted Stock Award, or any of the rights hereunder except as may be
evidenced by an Award or by an Option Agreement or a Restricted Stock Agreement
duly executed on behalf of the Company, and then only to the extent and on the
terms and conditions expressly set forth therein. The Plan shall be unfunded.
The Company shall not be required to establish any special or separate fund or
to make any other segregation of funds or assets to assure the payment of any
Award.
B. No Employment Rights Conferred. Nothing contained in the Plan
shall (i) confer upon any employee any right with respect to continuation of
employment with the Company or any subsidiary or (ii) interfere in any way with
the right of the Company or any subsidiary to terminate his or her employment
at any time.
C. Other Laws; Withholding. The Company shall not be obligated
to issue any Common Stock pursuant to any Award granted under the Plan at any
time when the shares covered by such Award have not been registered under the
Securities Act of 1933 and such other state and federal laws, rules or
regulations as the Company or the Committee deems applicable and, in the
opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules or regulations available for the
issuance and sale of such shares. No fractional shares of Common Stock shall
be delivered, nor shall any cash in lieu of fractional shares be paid. The
Company shall have the right to deduct in connection with all Awards any taxes
required by law to be withheld and to require any payments required to enable
it to satisfy its withholding obligations.
D. No Restriction on Corporate Action. Nothing contained in the
Plan shall be construed to prevent the Company or any subsidiary from taking
any corporate action which is deemed by the Company or such subsidiary to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan or any Award made under the Plan. No employee,
beneficiary or other person shall have any claim against the Company or any
subsidiary as a result of any such action.
E. Restrictions on Transfer. An Award shall not be transferable
otherwise than by will or the laws of descent and distribution and may be
exercisable during the lifetime of the Holder only by such Holder or the
Holder's guardian or legal representative.
F. Rule 16b-3. It is intended that the Plan and any grant of an
Award made to a person subject to Section 16 of the 1934 Act meet all of the
requirements of Rule 16b-3. If any provision of the Plan or any such Award
would disqualify the Plan or such Award under, or would otherwise not comply
with, Rule 16b-3, such provision or Award shall be construed or deemed amended
to conform to Rule 16b-3.
G. Governing Law. This Plan shall be construed in accordance
with the laws of the State of Texas.
9
<PAGE> 10
NONSTATUTORY STOCK OPTION AGREEMENT
AGREEMENT made as of the ______ day of ________________, 19___,
between BETTIS CORPORATION, a Delaware corporation (the "Company") and
_______________________ _______________________________________ ("Employee").
To carry out the purposes of the BETTIS CORPORATION 1994 STOCK
INCENTIVE PLAN (the "Plan"), by affording Employee the opportunity to purchase
shares of common stock of the Company ("Stock"), and in consideration of the
mutual agreements and other matters set forth herein and in the Plan, the
Company and Employee hereby agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to
Employee the right and option ("Option") to purchase all or any part of an
aggregate of ______ shares of Stock, on the terms and conditions set forth
herein and in the Plan, which Plan is incorporated herein by reference as a
part of this Agreement. This Option shall not be treated as an incentive stock
option within the meaning of section 422(b) of the Internal Revenue Code of
1986, as amended (the "Code").
2. PURCHASE PRICE. The purchase price of Stock purchased
pursuant to the exercise of this Option shall be $_______ per share, which has
been determined to be not less than 50% of the fair market value of the Stock
at the date of grant of this Option. For all purposes of this Agreement, fair
market value of Stock shall be determined in accordance with the provisions of
the Plan.
3. EXERCISE OF OPTION. Subject to the earlier expiration of this
Option as herein provided, this Option may be exercised, by written notice to
the Company at its principal executive office addressed to the attention of its
Chief Executive Officer, at any time and from time to time after the date which
is six months from the date of grant hereof (unless earlier exercise is
permitted pursuant to paragraph IX of the Plan), but, except as otherwise
provided below, this Option shall not be exercisable for more than a percentage
of the aggregate number of shares offered by this Option determined by the
number of full years from the date of grant hereof to the date of such
exercise, in accordance with the following schedule:
<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
NUMBER OF FULL YEARS THAT MAY BE PURCHASED
-------------------- ---------------------
<S> <C>
Less than __ year 0%
__ year __%
__ years __%
__ years __%
__ years __%
__ years or more 100%
</TABLE>
This Option may be exercised only while Employee remains an employee
of the Company and will terminate and cease to be exercisable upon Employee's
termination of employment with the Company, except that:
(a) If Employee's employment with the Company terminates
by reason of disability (within the meaning of section 22(e)(3) of the
Code), this Option may be exercised in full by Employee (or Employee's
estate or the person who acquires this Option by will or the laws of
descent and distribution or otherwise by reason of the
<PAGE> 11
death of Employee) at any time during the period of one year following
such termination.
(b) If Employee dies while in the employ of the Company,
Employee's estate, or the person who acquires this Option by will or
the laws of descent and distribution or otherwise by reason of the
death of Employee, may exercise this Option in full at any time during
the period of one year following the date of Employee's death.
(c) If Employee's employment with the Company terminates
for any reason other than as described in (a) or (b) above, unless
Employee voluntarily terminates without the written consent of the
Company, this Option may be exercised by Employee at any time during
the period of three months following such termination, or by
Employee's estate (or the person who acquires this Option by will or
the laws of descent and distribution or otherwise by reason of the
death of Employee) during a period of one year following Employee's
death if Employee dies during such three-month period, but in each
case only as to the number of shares Employee was entitled to purchase
hereunder upon exercise of this Option as of the date Employee's
employment so terminates.
This Option shall not be exercisable in any event after the expiration
of ten years from the date of grant hereof. Except as provided in Paragraph 4,
the purchase price of shares as to which this Option is exercised shall be paid
in full at the time of exercise (a) in cash (including check, bank draft or
money order payable to the order of the Company), (b) by delivering to the
Company shares of Stock having a fair market value equal to the purchase price,
or (c) any combination of cash or Stock. No fraction of a share of Stock shall
be issued by the Company upon exercise of an Option or accepted by the Company
in payment of the purchase price thereof; rather, Employee shall provide a cash
payment for such amount as is necessary to effect the issuance and acceptance
of only whole shares of Stock. Unless and until a certificate or certificates
representing such shares shall have been issued by the Company to Employee,
Employee (or the person permitted to exercise this Option in the event of
Employee's death) shall not be or have any of the rights or privileges of a
shareholder of the Company with respect to shares acquirable upon an exercise
of this Option.
4. CASHLESS EXERCISE. Employee (or the person permitted to
exercise this Option in the event of Employee's death) may direct, in a
properly executed written notice, an immediate market sale or margin loan
respecting all or any part of the shares of Stock to which he is entitled upon
exercise of this Option pursuant to an extension of credit by the Company, on
an interest-free basis, to the Employee of the purchase price. In such event,
the Company shall deliver the specified number of shares of Stock directly to
the broker specified in the notice and shall accept payment of the purchase
price in cash or by check from such broker on behalf of the Employee and shall
take all action necessary to comply with the provisions of the applicable
Regulations of the Securities Exchange Act of 1934 and with such additional
rules and regulations as may be applicable. Notwithstanding the foregoing, the
Company shall not be required to comply with, and may unilaterally terminate,
the provisions of this Paragraph 4 if, as a result of a change in the
accounting rules and regulations applicable to the Company, or the
interpretation thereof, compliance with the provisions of this Paragraph 4 will
result in the imposition of substantial adverse financial reporting
requirements on the Company.
5. WITHHOLDING OF TAX. To the extent that the exercise of this
Option or the disposition of shares of Stock acquired by exercise of this
Option results in compensation income to Employee for federal or state income
tax purposes, Employee shall deliver to the
<PAGE> 12
Company at the time of such exercise or disposition such amount of money or
shares of Stock as the Company may require to meet its obligation under
applicable tax laws or regulations, and, if Employee fails to do so, the
Company is authorized to withhold from any cash or Stock remuneration then or
thereafter payable to Employee any tax required to be withheld by reason of
such resulting compensation income. Upon an exercise of this Option, the
Company is further authorized in its discretion to satisfy any such withholding
requirement out of any cash or shares of Stock distributable to Employee upon
such exercise.
6. STATUS OF STOCK. The Company intends to register for issuance
under the Securities Act of 1933, as amended (the "Act") the shares of Stock
acquirable upon exercise of this Option, and to keep such registration
effective throughout the period this Option is exercisable. In the absence of
such effective registration or an available exemption from registration under
the Act, issuance of shares of Stock acquirable upon exercise of this Option
will be delayed until registration of such shares is effective or an exemption
from registration under the Act is available. The Company intends to use its
best efforts to ensure that no such delay will occur. In the event exemption
from registration under the Act is available upon an exercise of this Option,
Employee (or the person permitted to exercise this Option in the event of
Employee's death or incapacity), if requested by the Company to do so, will
execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require to assure compliance with applicable
securities laws.
Employee agrees that the shares of Stock which Employee may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether
federal or state. Employee also agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or legends
as the Committee appointed by the Board of Directors of the Company to
administer the Plan (the "Committee") deems appropriate in order to assure
compliance with applicable securities laws, (ii) that the Company may refuse to
register the transfer of the shares of Stock purchased under this Option on the
stock transfer records of the Company if such proposed transfer would in the
opinion of counsel satisfactory to the Company constitute a violation of any
applicable securities law, and (iii) that the Company may give related
instructions to its transfer agent, if any, to stop registration of the
transfer of the shares of Stock purchased under this Option.
7. EMPLOYMENT RELATIONSHIP. For purposes of this Agreement,
Employee shall be considered to be in the employment of the Company as long as
Employee remains an employee of either the Company, a parent or subsidiary
corporation (as defined in section 424 of the Code) of the Company, or a
corporation or a parent or subsidiary of such corporation assuming or
substituting a new option for this Option. Any question as to whether and when
there has been a termination of such employment, and the cause of such
termination, shall be determined by the Committee, and its determination shall
be final.
8. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of any successors to the Company and all persons lawfully
claiming under Employee.
9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
3
<PAGE> 13
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Employee has executed
this Agreement, all as of the day and year first above written.
BETTIS CORPORATION
BY:
-----------------------------------------
--------------------------------------------
EMPLOYEE
4
<PAGE> 1
EXHIBIT 4.8
BETTIS CORPORATION
1994 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
I. PURPOSE OF THE PLAN
The BETTIS CORPORATION 1994 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
(the "Plan") is intended to promote the interests of BETTIS CORPORATION, a
Delaware corporation (the "Company"), and its stockholders by helping to award
and retain highly-qualified independent directors, and allowing them to develop
a sense of proprietorship and personal involvement in the development and
financial success of the Company. Accordingly, the Company shall grant to
directors of the Company who are not employees of the Company or any of its
subsidiaries ("Nonemployee Directors") the option ("Option") to purchase shares
of the common stock of the Company ("Stock"), as hereinafter set forth.
Options granted under the Plan shall be options which do not constitute
incentive stock options, within the meaning of section 422(b) of the Internal
Revenue Code of 1986, as amended.
II. OPTION AGREEMENTS
Each Option shall be evidenced by a written agreement in the form
attached to the Plan.
III. ELIGIBILITY OF OPTIONEE
Options may be granted only to individuals who are Nonemployee
Directors of the Company. Each Nonemployee Director who serves in such
capacity or is elected to the Board of Directors of the Company (the "Board")
on the first day the Stock is listed and traded on the NASDAQ-National Market
System (the "First Grant Date") shall receive, as of such date and without the
exercise of the discretion of any person or persons, an Option exercisable for
5,000 shares of Stock. Each Nonemployee Director who serves in such capacity
or is elected to the Board on the first anniversary of the First Grant Date
shall receive, as of such date and without the exercise of the discretion of
any person or persons, an Option exercisable for 5,000 shares of Stock (subject
to adjustment in the same manner as provided in Paragraph VII hereof with
respect to shares of Stock subject to Options then outstanding). Each
Nonemployee Director who serves in such capacity or is elected to the Board on
the second anniversary of the First Grant Date shall receive, as of such date
and without the exercise of the discretion of any person or persons, an Option
exercisable for 5,000 shares of Stock (subject to adjustment in the same manner
as provided in Paragraph VII hereof with respect to shares of Stock subject to
Options then outstanding). If, as of any date that the Plan is in effect,
there are not sufficient shares of Stock available under the Plan to allow for
the grant to each Nonemployee Director of an Option for the number of shares
provided herein, each Nonemployee Director shall receive an Option for his or
her pro-rata share of the total number of shares of Stock then available under
the Plan. All Options granted under the Plan shall be at the Option price set
forth in Paragraph V hereof and shall be subject to adjustment as provided in
Paragraph VII hereof.
IV. SHARES SUBJECT TO THE PLAN
The aggregate number of shares which may be issued under Options
granted under the Plan shall not exceed 75,000 shares of Stock. Such shares
may consist of authorized but
<PAGE> 2
unissued shares of Stock or previously issued shares of Stock reacquired by the
Company. Any of such shares which remain unissued and which are not subject to
outstanding Options at the termination of the Plan shall cease to be subject to
the Plan, but, until termination of the Plan, the Company shall at all times
make available a sufficient number of shares to meet the requirements of the
Plan. Should any Option hereunder expire or terminate prior to its exercise in
full, the shares theretofore subject to such Option may again be subject to an
Option granted under the Plan. The aggregate number of shares which may be
issued under the Plan shall be subject to adjustment in the same manner as
provided in Paragraph VII hereof with respect to shares of Stock subject to
Options then outstanding. Exercise of an Option shall result in a decrease in
the number of shares of Stock which may thereafter be available, both for
purposes of the Plan and for sale to any one individual, by the number of
shares as to which the Option is exercised.
V. OPTION PRICE
The purchase price of Stock issued under each Option shall be the fair
market value of Stock subject to the Option as of the date the Option is
granted. For all purposes under the Plan, the fair market value of a share of
Stock on a particular date shall be equal to the mean of the high and low sales
prices of the Stock (i) reported by the NASDAQ-National Market System on that
date or (ii) if the Stock is listed on a national stock exchange, reported on
the stock exchange composite tape on that date; or, in either case, if no
prices are reported on that date, on the last preceding date on which such
prices of the Stock are so reported. If the Stock is traded over the counter
at the time a determination of its fair market value is required to be made
hereunder, its fair market value shall be deemed to be equal to the average
between the reported high and low or closing bid and asked prices of Stock on
the most recent date on which Stock was publicly traded. In the event Stock is
not publicly traded at the time a determination of its value is required to be
made hereunder, the determination of its fair market value shall be made by the
Board in such manner as it deems appropriate.
VI. TERM OF PLAN
The Plan shall be effective on the date the Plan is approved by the
stockholders of the Company. Except with respect to Options then outstanding,
if not sooner terminated under the provisions of Paragraph VIII, the Plan shall
terminate upon and no further Options shall be granted after the second
anniversary of the First Grant Date.
VII. RECAPITALIZATION OR REORGANIZATION
A. The existence of the Plan and the Options granted hereunder
shall not affect in any way the right or power of the Board or the stockholders
of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's capital structure or its
business, any merger or consolidation of the Company, any issue of debt or
equity securities, the dissolution or liquidation of the Company or any sale,
lease, exchange or other disposition of all or any part of its assets or
business or any other corporate act or proceeding.
B. The shares with respect to which Options may be granted are
shares of Stock as presently constituted, but if, and whenever, prior to the
expiration of an Option theretofore granted, the Company shall effect a
subdivision or consolidation of shares of Stock or the payment of a stock
dividend on Stock without receipt of consideration by the Company, the number
of shares of Stock with respect to which such Option may thereafter be
exercised (i) in the event of an increase in the number of outstanding shares
shall be proportionately increased, and the purchase price per share shall be
proportionately reduced,
2
<PAGE> 3
and (ii) in the event of a reduction in the number of outstanding shares shall
be proportionately reduced, and the purchase price per share shall be
proportionately increased.
C. If the Company recapitalizes or otherwise changes its capital
structure, thereafter upon any exercise of an Option theretofore granted the
optionee shall be entitled to purchase under such Option, in lieu of the number
and class of shares of Stock then covered by such Option, the number and class
of shares of stock and securities to which the optionee would have been
entitled pursuant to the terms of the recapitalization if, immediately prior to
such recapitalization, the optionee had been the holder of record of the number
of shares of Stock then covered by such Option.
D. Any adjustment provided for in Subparagraphs (b) or (c) above
shall be subject to any required stockholder action.
E. Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares
of stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Stock subject to Options theretofore granted or the
purchase price per share.
VIII. AMENDMENT OR TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Options have not theretofore been granted. The
Board shall have the right to alter or amend the Plan or any part thereof from
time to time; provided, that no change in any Option theretofore granted may be
made which would impair the rights of the optionee without the consent of such
optionee; and provided, further, that the Board may not make any alteration or
amendment which would materially increase the benefits accruing to participants
under the Plan, increase the aggregate number of shares which may be issued
pursuant to the provisions of the Plan, change the class of individuals
eligible to receive Options under the Plan or extend the term of the Plan,
without the approval of the stockholders of the Company.
IX. SECURITIES LAWS
A. The Company shall not be obligated to issue any Stock pursuant
to any Option granted under the Plan at any time when the offering of the
shares covered by such Option have not been registered under the Securities Act
of 1933, as amended, and such other state and federal laws, rules or
regulations as the Company deems applicable and, in the opinion of legal
counsel for the Company, there is no exemption from the registration
requirements of such laws, rules or regulations available for the offering and
sale of such shares.
B. It is intended that the Plan and any grant of an Option made
to a person subject to Section 16 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), meet all of the requirements of Rule 16b-3, as
currently in effect or as hereinafter modified or amended ("Rule 16b-3"),
promulgated under the 1934 Act. If any provision of the Plan or any such
Option would disqualify the Plan or such Option under, or would otherwise not
comply with, Rule 16b-3, such provision or Option shall be construed or deemed
amended to conform to Rule 16b-3.
3
<PAGE> 4
NONEMPLOYEE DIRECTOR'S STOCK OPTION AGREEMENT
AGREEMENT made as of the _____ day of ____________________, 19__,
between BETTIS CORPORATION, a Delaware corporation (the "Company"), and
_______________________________("Director").
To carry out the purposes of the BETTIS CORPORATION 1994 NONEMPLOYEE
DIRECTORS' STOCK OPTION PLAN (the "Plan"), a copy of which is attached hereto
as Exhibit A, by affording Director the opportunity to purchase shares of
common stock of the Company ("Stock"), and in consideration of the mutual
agreements and other matters set forth herein and in the Plan, the Company and
Director hereby agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to
Director the right and option ("Option") to purchase all or any part of an
aggregate of _____________ shares of Stock, on the terms and conditions set
forth herein and in the Plan, which Plan is incorporated herein by reference as
a part of this Agreement. This Option shall not be treated as an incentive
stock option within the meaning of section 422(b) of the Internal Revenue Code
of 1986, as amended.
2. PURCHASE PRICE. The purchase price of Stock purchased
pursuant to the exercise of this Option shall be $__________________ per share,
which has been determined to be not less than the fair market value of the
Stock at the date of grant of this Option. For all purposes of this Agreement,
fair market value of Stock shall be determined in accordance with the
provisions of the Plan.
3. EXERCISE OF OPTION. Subject to the earlier expiration of this
Option as herein provided, this Option may be exercised, by written notice to
the Company at its principal executive office addressed to the attention of its
Chief Executive Officer, at any time and from time to time after the date of
grant hereof, but, except as otherwise provided below, this Option shall not be
exercisable for more than a percentage of the aggregate number of shares
offered by this Option determined by the number of full years from the date of
grant hereof to the date of such exercise, in accordance with the following
schedule:
<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
NUMBER OF FULL YEARS THAT MAY BE PURCHASED
-------------------- ---------------------
<S> <C>
Less than 1 year 20%
1 year but less than 2 years 40%
2 years but less than 3 years 60%
3 years but less than 4 years 80%
4 years or more 100%
</TABLE>
Notwithstanding the foregoing, if (i) the Company shall not be the
surviving entity in any merger, consolidation or other reorganization (or
survives only as a subsidiary of an entity other than a previously wholly-
owned subsidiary of the Company), (ii) the Company sells, leases or exchanges
or agrees to sell, lease or exchange all or substantially all of its assets to
any other person or entity (other than a wholly-owned subsidiary of the
Company), (iii) the Company is to be dissolved and liquidated, (iv) any person
or entity, including a "group" as contemplated by Section 13(d)(3) of the
Securities Exchange Act of 1934, acquires or gains ownership or control
(including, without limitation, power to vote) of more than 50% of the
outstanding shares of the Company's voting stock (based upon voting power), or
(v) as a result of or in connection with a contested election of directors, the
persons who were directors of the Company before such election shall cease to
constitute a majority of the
<PAGE> 5
Board of Directors of the Company (each such event is referred to herein as a
"Corporate Change"), then effective as of the earlier of (1) the date of
approval by the stockholders of the Company of such merger, consolidation,
reorganization, sale, lease or exchange of assets or dissolution or such
election of directors or (2) the date of such Corporate Change, this Option
shall be exercisable in full.
This Option is not transferable by Director otherwise than by will or
the laws of descent and distribution, and may be exercised only by Director
during Director's lifetime. This Option may be exercised only while Director
remains a member of the Board of Directors of the Company (the "Board") and
will terminate and cease to be exercisable upon Director's termination of
membership on the Board, except that:
(a) If Director's membership on the Board terminates by
reason of disability, this Option may be exercised in full by Director
(or Director's estate or the person who acquires this Option by will
or the laws of descent and distribution or otherwise by reason of the
death of Director) at any time during the period of one year following
such termination.
(b) If Director dies while a member of the Board,
Director's estate, or the person who acquires this Option by will or
the laws of descent and distribution or otherwise by reason of the
death of Director, may exercise this Option in full at any time during
the period of one year following the date of Director's death.
(c) If Director's membership on the Board terminates for
any reason other than as described in (a) or (b) above, this Option
may be exercised by Director at any time during the period of three
months following such termination, or by Director's estate (or the
person who acquires this Option by will or the laws of descent and
distribution or otherwise by reason of the death of Director) during a
period of one year following Director's death if Director dies during
such three-month period, but in each case only as to the number of
shares Director was entitled to purchase hereunder upon exercise of
this Option as of the date Director's membership on the Board so
terminates.
This Option shall not be exercisable in any event after the expiration of ten
years from the date of grant hereof. The purchase price of shares as to which
this Option is exercised shall be paid in full at the time of exercise (A) in
cash (including check, bank draft or money order payable to the order of the
Company), (B) by delivering to the Company shares of Stock having a fair market
value equal to the purchase price, or (C) any combination of cash or Stock. No
fraction of a share of Stock shall be issued by the Company upon exercise of an
Option or accepted by the Company in payment of the purchase price thereof;
rather, Director shall provide a cash payment for such amount as is necessary
to effect the issuance and acceptance of only whole shares of Stock. Unless
and until a certificate or certificates representing such shares shall have
been issued by the Company to Director, Director (or the person permitted to
exercise this Option in the event of Director's death) shall not be or have any
of the rights or privileges of a stockholder of the Company with respect to
shares acquirable upon an exercise of this Option.
4. WITHHOLDING OF TAX. To the extent that the exercise of this
Option or the disposition of shares of Stock acquired by exercise of this
Option results in compensation income to Director for federal or state income
tax purposes, Director shall deliver to the Company at the time of such
exercise or disposition such amount of money or shares of Stock as the Company
may require to meet its obligation under applicable tax laws or regulations,
2
<PAGE> 6
and, if Director fails to do so, the Company is authorized to withhold from any
cash or Stock remuneration then or thereafter payable to Director any tax
required to be withheld by reason of such resulting compensation income. Upon
an exercise of this Option, the Company is further authorized in its discretion
to satisfy any such withholding requirement out of any cash or shares of Stock
distributable to Director upon such exercise.
5. STATUS OF STOCK. The Company intends to register for
issuance under the Securities Act of 1933, as amended (the "Act"), the shares
of Stock acquirable upon exercise of this Option, and to keep such registration
effective throughout the period this Option is exercisable. In the absence of
such effective registration or an available exemption from registration under
the Act, issuance of shares of Stock acquirable upon exercise of this Option
will be delayed until registration of such shares is effective or an exemption
from registration under the Act is available. The Company intends to use its
best efforts to ensure that no such delay will occur. In the event exemption
from registration under the Act is available upon an exercise of this Option,
Director (or the person permitted to exercise this Option in the event of
Director's death or incapacity), if requested by the Company to do so, will
execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require to assure compliance with applicable
securities laws.
Director agrees that the shares of Stock which Director may acquire by
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable federal or state
securities laws. Director also agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or legends
as the Company deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the shares of Stock purchased under this Option on the stock transfer records
of the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable securities
law and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the shares of Stock
purchased under this Option.
6. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of any successors to the Company and all persons lawfully
claiming under Director.
7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Director has executed
this Agreement, all as of the day and year first above written.
BETTIS CORPORATION
By:
-------------------------------------
Director
3
<PAGE> 1
EXHIBIT 4.9
DANIEL INDUSTRIES, INC.
STOCK OPTION ASSUMPTION
(NONSTATUTORY STOCK OPTION)
This Assumption is effective as of December 12, 1996, by
Daniel Industries, Inc., a Delaware corporation ("Daniel"), with respect to the
non-incentive stock option(s) granted under the Bettis Corporation 1994
Nonemployee Directors' Stock Option Plan (the "Plan") and pursuant to one or
more Nonstatutory Stock Option Agreements (the "Bettis Option Agreement(s)") to
_________________________ (the "Optionee"). As granted, the Bettis Option
Agreement(s) represented rights to purchase a number of shares of Common Stock,
$.01 par value, of Bettis Corporation, a Delaware corporation ("Bettis"), set
forth on Exhibit A hereto at the exercise price set forth opposite such number
of shares (the "Bettis Option(s)").
1. Assumption of Options. In connection with the merger
(the "Merger") of Blue Acquisition, Inc., a Delaware corporation and wholly
owned subsidiary of Daniel ("Sub"), with and into Bettis pursuant to the
Agreement and Plan of Merger dated September 17, 1996 (the "Merger Agreement"),
among Daniel, Sub and Bettis, and upon the execution of this Assumption, Daniel
hereby assumes the obligations of Bettis under the Bettis Option(s), to the
extent such Bettis Option is unexercised and outstanding at the effective time
of the Merger (the "Effective Time").
2. Exercisability of Assumed Options. In connection
with the assumption by Daniel, the Optionee's Bettis Option(s) shall be
exercisable only on the same terms and conditions as set forth in the Bettis
Option Agreement(s), except that:
(a) Such Bettis Option shall henceforth be
exercisable for a number of shares of Daniel Common Stock equal to the number
of shares of Bettis Common Stock subject to such Bettis Option immediately
prior to the Effective Time multiplied by 0.58 (rounded up to the nearest whole
share) and will be subject to adjustment as provided in the respective Bettis
Option Agreement after the Effective Time;
(b) The exercise price per share for the shares
of Daniel Common Stock issuable upon exercise of a Bettis Option shall be
determined by dividing the exercise price per share under the Bettis Option in
effect immediately prior to the Effective Time by 0.58, and rounding the
exercise price per share thus determined up to the next higher whole cent; and
(c) The Bettis Option shall be exercisable in
full in accordance with the terms of the Bettis Option Agreement.
3. Amendment of Bettis Option Agreements. The Bettis
Option Agreement(s) and the Plan are hereby deemed amended so that: except as
otherwise specifically set forth above, all references regarding shares of
Bettis Common Stock shall be to shares of Daniel Common Stock; all references
to Bettis shall be to Daniel; all notices to Daniel shall be addressed to the
Secretary of Daniel at 9753 Pine Lake Drive, Houston, Texas 77055; and all
references regarding service by Optionee shall be to service as a director of
Daniel.
<PAGE> 2
4. Definitions. All capitalized terms used herein shall
have the meanings ascribed to them in the Merger Agreement, unless otherwise
defined herein.
Dated as of December 12, 1996 DANIEL INDUSTRIES, INC.
By
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
The Optionee hereby acknowledges, consents to and agrees with
the terms of the foregoing Assumption and agrees that his Bettis Option
Agreement(s) shall be amended and modified as provided in such Assumption.
------------------------------
2
<PAGE> 3
DANIEL INDUSTRIES, INC.
STOCK OPTION ASSUMPTION
(NONSTATUTORY STOCK OPTION)
This Assumption is executed as of December 12, 1996, by Daniel
Industries, Inc., a Delaware corporation ("Daniel"), with respect to the
non-incentive stock option held by Optionee~ (the "Optionee"), which as granted
represented the right to purchase Shares~ shares of Common Stock, $.01 par
value, of Bettis Corporation, a Delaware corporation ("Bettis"), at an exercise
price of $Price~ per share (the "Bettis Option") pursuant a Nonstatutory Stock
Option Agreement dated as of Date~ (the "Bettis Option Agreement").
1. Assumption of Option. In connection with the merger
(the "Merger"), effective on the execution date of this Assumption, of Blue
Acquisition, Inc., a Delware corporation and wholly owned subsidiary of Daniel
("Sub"), with and into Bettis pursuant to the Agreement and Plan of Merger
dated September 17, 1996 (the "Merger Agreement"), among Daniel, Sub and
Bettis, Daniel hereby assumes the obligations of Bettis under the Bettis
Option, to the extent such Bettis Option is unexercised and outstanding at the
effective time of the Merger (the "Effective Time")..
2. Exercisability of Assumed Option. In connection with
the assumption by Daniel, Optionee's Bettis Option shall be exercisable only on
the same terms and conditions as set forth in the Bettis Option Agreement,
except that:
(a) The Bettis Option shall henceforth be
exercisable for a number of shares of Daniel Common Stock equal to the number
of shares of Bettis Common Stock subject to the Bettis Option immediately prior
to the Effective Time multiplied by 0.58 (rounded up to the nearest whole
share) and will be subject to adjustment as provided in the Bettis Option
Agreement after the Effective Time; and
(b) The exercise price per share for the shares of
Daniel Common Stock issuable upon exercise of the Bettis Option shall be
determined by dividing the exercise price per share under the Bettis Option in
effect immediately prior to the Effective Time by 0.58, and rounding the
exercise price per share thus determined up to the next higher whole cent.
3. Amendment of Bettis Option Agreement. The Bettis
Option Agreement and the plan under which the Bettis Option Agreement was
issued are hereby deemed amended so that: except as otherwise specifically set
forth above, all references regarding shares of Bettis Common Stock shall be to
shares of Daniel Common Stock; all references to Bettis shall be to Daniel; all
notices to Daniel shall be addressed to the_____________ of Daniel at 9753 Pine
Lake Drive, Houston, Texas 77055; and all references regarding the employment
of Optionee shall be to employment by Daniel or a subsidiary of Daniel.
<PAGE> 4
4. Definitions. All capitalized terms used herein shall
have the meanings ascribed to them in the Merger Agreement, unless otherwise
defined herein.
Date: December 12, 1996 DANIEL INDUSTRIES, INC.
By
--------------------------------------
Name:
---------------------------------
Title:
--------------------------------
The Optionee hereby acknowledges, consents to and agrees with
the terms of the foregoing Assumption and agrees that his Bettis Option
Agreement shall be amended and modified as provided in such Assumption.
------------------------------
Optionee
2
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF THOMAS L. SIVAK]
December 13, 1996
Daniel Industries, Inc.
9753 Pine Lake Drive
Houston, Texas 77055
Attention: Michael R. Yellin
Gentlemen:
I have acted as counsel for Daniel Industries, Inc., a Delaware
corporation (the "Company"), in connection with its filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933, as amended, of 452,900 shares of the Company's common stock, $1.25
par value per share, including the preferred share purchase rights associated
therewith (collectively, the "Shares"), to be offered upon the terms and
subject to the conditions set forth in the Bettis Corporation 1994 Stock
Incentive Plan (including the form of Nonstatutory Stock Option Agreement used
in connection therewith), the Bettis Corporation 1994 Nonemployee Directors'
Stock Option Plan (including the form of Nonemployee Director's Stock Option
Agreement used in connection therewith) and the form of Stock Option Assumption
whereby the Company agrees to assume the options and to substitute shares for
Bettis common stock (collectively, the "Option Documents").
I have examined (i) the Certificate of Incorporation and By-Laws of
the Company, each as amended to date, (ii) the Option Documents, (iii) the
Registration Statement, and (iv) such certificates, statutes and other
instruments and documents as I considered appropriate for purposes of the
opinions hereafter expressed.
In connection with this opinion, I have assumed the authenticity and
completeness of all records, certificates and other instruments submitted to me
as originals, the conformity to original documents of all records, certificates
and other instruments submitted to us as copies, the authenticity and
completeness of the originals of those records, certificates and other
instruments submitted to us as copies and the correctness of all statements of
fact contained in all records, certificates and other instruments that I have
examined.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized and, when issued in accordance with the terms
of the Option Documents, will be validly issued, fully paid and nonassessable.
<PAGE> 2
Forms S-8
December 13, 1996
Page 2
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Item 5.
Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
Thomas L. Sivak
2
<PAGE> 1
EXHIBIT NO. 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 15, 1996, appearing on page
15 of Daniel Industries, Inc.'s Annual Report on Form 10-K for the fiscal year
ended September 30, 1996.
PRICE WATERHOUSE LLP
Houston, Texas
December 13, 1996
