As filed with the Securities and Exchange Page 1 of 18 pages
Commission on May 21, 1998 Reg. No. 333- _______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
EVANS & SUTHERLAND COMPUTER CORPORATION
(Exact name of registration as specified in charter)
Utah 87-0278175
(State of incorporation) (I.R.S. Employer Identification Number)
600 Komas Drive
Salt Lake City, Utah 84108
(801)588-1000
(Address of principal Executive Offices)
Evans & Sutherland Computer Corporation
1995 Long-Term Incentive Plan
(Full title of the Plan)
John T. Lemley Copy to:
Evans & Sutherland Computer Corporation, Inc. William C. Gibbs, Esq.
600 Komas Drive Snell & Wilmer L.L.P.
Salt Lake City, Utah 84100 111 East Broadway, Suite 900
(801)588-1000 Salt Lake City, Utah 84111
(801) 237-1900
(Name, address and telephone number, including
area code, of agent for service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price(2) Fee(1)
------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Common Stock
$.20 980,000 $26.563 $ 26,031,740 $6,761.36
par value
============= ============= ============= ============ =============
</TABLE>
(1) This Registration Statement shall also cover any additional
shares of Common Stock which become issuable under the Evans &
Sutherland Computer Corporation 1995 Long-Term Incentive Plan
as amended by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in
the number of the Company's outstanding shares of Common
Stock. The Prospectus contained in this Registration Statement
also describes securities covered by Registration Statement
No. 2-76027 and is set forth herein pursuant to the provisions
of Rule 429 under the Securities Act of 1933. 180,000 shares
registered by Registration Statement No. 2-76027 are being
carried forward and $918.00 of the filing fee associated with
such shares was previously paid with Registration Statement
No. 2-76027.
(2) Estimated solely for the purpose of calculating the amount of
the registration fee, pursuant to Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the
average of the high and low sales prices of the Registrant's
Common Stock, as reported on the Nasdaq National Market on May
18, 1998.
1
<PAGE>
Evans & Sutherland Computer Corporation
Form S-8 Registration Statement
For The Evans & Sutherland Computer Corporation 1995 Long Term Incentive Plan
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
This Registration statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering shares of common
stock, $.20 par value ("Common Stock") of Evans & Sutherland Computer
Corporation (the "Company") in connection with the Evans & Sutherland Computer
Corporation 1995 Long-Term Incentive Plan as amended (the "Plan").
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to participants in accordance with Form S-8 and
Securities Act Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by the Company are
hereby incorporated by reference in this Registration Statement:
(a) The Company's annual report on Form 10-K, for the fiscal
year ended December 31, 1997.
(b) The Company's quarterly report on Form 10-Q for the fiscal
quarter ended March 27, 1998.
(c) The Company's annual report on Form 10-K/A, for the fiscal
year ended December 31, 1997.
(d) The description of the Company's Common Stock included in
the Company's Registration Statement on Form 8-A as filed on September
27, 1978.
(e) All documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all of the securities
offered have been sold or which in this Registration Statement
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by
2
<PAGE>
reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Officers and Directors
The law of Utah permits extensive indemnification of present and former
directors, officers, employees, or agents of Utah company, whether or not
authority for such indemnification is contained in the Company's articles of
incorporation or bylaws. Specific authority for indemnification of present and
former directors and officers, under certain circumstances, is contained in the
Company's Bylaws.
Item 7. Exemption from Registration
Not Applicable.
Item 8. Exhibits
Exhibit Index located at Page 7.
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 the
Registration Statement:
(i) To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of 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 or any material
change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8
or Form F-3 and the information required to be included in a
post-effective amendment by those
3
<PAGE>
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the 1934 Act 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 15(d) of
the 1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to 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.
4
<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 County of Salt Lake, State of Utah, on May 21, 1998.
Evans & Sutherland Computer Corporation
By /S/ Mark C. McBride
Mark C. McBride
Vice President, Corporate Controller and
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated, including a majority of the Company's
Board of Directors. Each person whose signature appears below hereby authorizes
Mark C. McBride, as attorney-in-fact, to sign in his name and behalf,
individually and in each capacity designated below, and to file any amendments,
including post-effective amendments, to this Registration Statement.
Signature Title Date
/S/ Stewart Carrell Chairman of the Board of Directors May 21, 1998
Stewart Carrell
/S/ James R. Oyler Director and President May 21, 1998
James R. Oyler (Chief Executive Officer)
/S/ John T. Lemley Vice President and Chief Financial May 21, 1998
John T. Lemley Officer (Principal Financial Officer)
/S/ Mark C. McBride Vice President, Corporate Controller, May 21, 1998
Mark C. McBride and Corporate Secretary
(Principal Accounting Officer)
5
<PAGE>
/S/ Gerald S. Casilli Director May 21, 1998
Gerald S. Casilli
/S/ Henry N. Christiansen Director May 21, 1998
Henry N. Christiansen
/S/ Peter O. Crisp Director May 21, 1998
Peter O. Crisp
/S/ Ivan E. Sutherland Director May 21, 1998
Ivan E. Sutherland
/S/ John E. Warnock Director May 21, 1998
John E. Warnock
6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
5.1 Opinion of Snell & Wilmer
L.L.P.
23.1 Consent of Snell & Wilmer
L.L.P. (included in the opinion
filed as Exhibit 5.1)
23.2 Consent of KMPG Peat
Marwick L.L.P. Certified
Public Accountants
24.1 Power of Attorney (included
on signature page)
99.1 Evans & Sutherland
Computer Corporation 1995
Long-Term Incentive Plan,
as amended
7
EXHIBIT 5.1
Opinion dated May 21, 1998, of
Snell & Wilmer L.L.P.
May 21, 1998
Evans & Sutherland Computer Corporation
600 Komas Drive
Salt Lake City, Utah 84108
Ladies and Gentlemen:
We have acted as counsel to Evans & Sutherland Computer
Corporation, a Utah corporation (the "Company"), in connection with its
Registration Statement on Form S-8 (the "Registration Statement") filed under
the Securities Act of 1933 relating to the registration of 980,000 shares of
common stock, $.20 par value, of the Company (the "Stock"), issuable pursuant to
the Company's 1995 Long-Term Incentive Plan (the "Plan").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements, and other
instruments, certificates, orders, opinions, correspondence with public
officials, certificates provided by the Company and representatives, and other
documents, as we have deemed necessary or advisable for the purposes of
rendering the opinions set forth herein.
Based on the foregoing, it is our opinion that the Stock, when
issued and sold in accordance with the terms of the Plan, will be validly
issued, fully paid and non-assessable.
Consent is hereby given to the use of this opinion as an exhibit to
the Registration Statement.
Sincerely yours,
/S/ SNELL & WILMER L.L.P.
SNELL & WILMER L.L.P.
EXHIBIT 23.2
Consent of KMPG Peat Marwick L.L.P.
Independent Certified Public Accountants
The Board of Directors and Stockholders
Evans & Sutherland Computer Corporation:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Evans & Sutherland Computer Corporation of our report dated February 11,
1998, relating to the consolidated balance sheets of Evans & Sutherland Computer
Corporation and subsidiaries as of December 31, 1997 and December 27, 1996, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1997, and related schedule, which report appears in the December 31, 1997 Annual
Report on Form 10-K of Evans & Sutherland Computer Corporation.
/S/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Salt Lake City, Utah
May 19, 1998
EXHIBIT 99.1
EVANS & SUTHERLAND
1995 Long-Term Incentive Plan, as amended
1. Purpose
This 1995 Long-Term Incentive Equity Plan (the "Plan") is intended to
promote the long-term success of Evans & Sutherland (the "Company") by
providing its officers and other employees with incentives to create
excellent performance and to continue in the employ of the Company, its
subsidiaries, and affiliates. By encouraging Plan participants to become
shareholders of the Company and by providing actual ownership through Plan
awards, it is also intended that participants will view the Company from
an ownership perspective.
2. Term
The Plan shall terminate at the close of business on the fifth
anniversary of its approval by the Company's shareholders. After
termination of the Plan, no future awards may be granted but previously
granted awards shall remain outstanding in accordance with their
applicable terms and conditions and the terms and conditions of the Plan.
3. Plan Administration
A Committee (the "Committee") appointed by the Board shall be
responsible for administering the Plan. The Committee shall be comprised
of persons, in such numbers as the rules reference herein shall require at
any given time, who shall qualify to administer the Plan as contemplated
by (a) Rule 16b-3 under the Securities and Exchange Act of 1934 (the "1934
Act"), as now or hereafter applicable to the Company, or any successor
rules; and (b) Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Committee shall have full and exclusive power to
interpret the Plan and to adopt such rules, regulations and guidelines for
carrying out the Plan as it may deem necessary or proper, all of which
power shall be executed in the best interests of the Company and in
keeping with the objectives of the Plan. This power includes but is not
limited to selecting award recipients, establishing all award terms and
conditions and adopting modifications, amendments and procedures,
including those contemplated by Section 15 of the Plan, as well as rules
and regulations governing awards under the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan.
4. Eligibility
Any employee of the Company shall be eligible to receive one or more
awards under the Plan. "Employee" shall also include any former employee
of the Company eligible to receive an assumed or replacement award as
contemplated in Sections 5 and 8, and "Company" includes any entity that
is directly or indirectly controlled by the Company or any entity in which
the Company has a significant equity interest, as determined by the
Committee.
5. Shares of Common Stock Subject to the Plan
Subject to the provisions of Section 6 of the Plan, the aggregate
number of shares of Common Stock ($.20 par value) of the Company
("shares") which may be transferred to participants under the Plan shall
be 350,000, plus any shares available for grant on the date the Plan is
approved by the Company's shareholders, and any shares which subsequently
become available to the extent that outstanding stock options are
terminated or canceled under the Company's 1985 Stock Option Plan for Key
Employees and the 1981 Stock Bonus Plan (the "Prior Plans"). The aggregate
number of shares that may be issued under awards pursuant to Section 8(c)
of the Plan and the aggregate number of shares that may be covered by
awards granted to any single individual under the Plan shall not exceed
283,000 shares. The aggregate number of shares that may be represented by
incentive stock options ("ISOs") intended to comply with Section 422 of
the Code shall not exceed 850,000.
Shares subject to awards under the Plan, which expire, terminate or
are canceled without exercise or vesting shall thereafter be available for
the granting of other awards. Any shares tendered, either actually or by
attestation, by a person as full or partial payment made to the Company,
on or after the effective date of the Plan in connection with any exercise
of a stock option or receipt of shares under the Plan or Prior Plans shall
again be available for grants under the Plan. Further, in instances where
a stock appreciation right ("SAR") or other award is settled in cash, the
shares covered by such award shall remain available for issuance under the
Plan. Likewise, the payment of cash dividends and dividend equivalents
paid in cash in conjunction with outstanding awards shall not be counted
against the shares available for issuance. Any shares that are issued by
the Company, and any awards that are granted through the assumption, or in
substitution for, outstanding awards previously granted by an acquired
entity shall not be counted against the shares available for issuance
under the Plan.
<PAGE>
Any shares issued under the Plan may consist in whole or in part of
authorized and unissued shares or of treasury shares, and no fractional
shares shall be issued under the Plan. Cash may be paid in lieu of any
fractional shares in settlements of awards under the Plan.
6. Adjustments and Reorganizations
In the event of any stock dividend, stock split, combination or
exchange of shares, merger, consolidation, spin-off, recapitalization or
other distribution (other than normal cash dividends) of Company assets to
shareholders, or any other change affecting shares or share price, such
proportionate adjustments, if any, as the Committee in its discretion may
deem appropriate to reflect such change shall be made with respect to (a)
the aggregate number of shares that may be issued under the Plan, (b) each
outstanding award made under the Plan, and (c) the exercise price per
share for any outstanding stock options, SARs or similar awards under the
Plan.
In the event that the Company undergoes a change in control (as
defined by the Committee), or is liquidated or reorganized, or is not the
surviving company in a merger or consolidation with another company, and
in the absence of the surviving Company's assumption of outstanding awards
made under the Plan, the Committee may provide for appropriate
adjustments, including the acceleration of vesting, and settlements of
such awards either at the time of award or at a subsequent date.
7. Fair Market Value
Fair Market Value for all purposes under the Plan shall mean the
closing price of a share as reported daily in the Wall Street Journal or
similar readily available public source for the date in question. If no
sales of shares were made on such date, the closing price of a share as
reported for the preceding day on which sales of shares were made shall be
used.
8. Awards
The Committee shall determine the type or types of award(s) to be
made to each participant. Awards may be granted singly, in combination or
in tandem. Awards also may be made in combination or in tandem with, in
replacement of, as alternatives to, or as the payment form for grants or
rights under any other employee or compensation plan of the Company
including the plan of any acquired entity. The types of awards that may
granted under the Plan are:
a) Stock Options __ This is a grant of a right to purchase a specified
number of shares during a specified period as determined by the
Committee. The purchase price per share for each stock option shall be
not less than 100% of Fair Market Value on the date of grant, except
if a stock option is granted retroactively in tandem with or as a
substitution for a SAR, the exercise price may be no lower than the
Fair Market Value of a share on the date the SAR was granted. A stock
option may be in the form of an ISO which, in addition to being
subject to applicable terms, conditions and limitations established by
the Committee, complies with Section 422 of the Code. The price at
which shares may be purchased under a stock option shall be paid in
full at the time of the exercise in cash or such other method
permitted by the Committee, include (i) tendering (either actually or
by attestation) shares, (ii) surrendering a stock award valued at Fair
Market Value on the date of surrender, (iii) authorizing a third party
to sell the shares (or a sufficient portion thereof) acquired upon
exercise of a stock option and assigning the delivery to the Company
of a sufficient amount of the sale proceeds to pay for all the shares
acquired through such exercise, or (iv) any combination of the above.
The Committee may grant stock options that provide for the award of a
new stock option when the exercise price has been paid for by
tendering shares to the Company. Such a stock option shall be limited
to the number of shares tendered, with the stock option purchase
price set at the then-current Fair Market Value, and shall not extend
beyond the remaining term of the originally exercised option.
b) SARs __ This is a right to receive a payment, in cash and/or shares,
equal to the excess of the Fair Market Value of a specified number of
shares on the date the SAR is exercised over the Fair Market Value on
the date the SAR was granted as set forth in the applicable award
agreement. Except if a SAR is granted retroactively in tandem with or
in substitution for a stock option, the designated Fair Market Value
in the applicable award agreement for the date of grant shall be no
lower than the actual Fair Market Value of a share on such date of
grant.
c) Stock Awards __ This is an award made or denominated in shares or
units equivalent in value to shares. All or part of any stock award
may be subject to conditions and restrictions established by the
Committee, and set forth in the award agreement, which may include
but are not limited to continuous service with the Company,
achievement of specific business objectives and other measurements of
individual, business unit or Company performance.
<PAGE>
9. Dividends and Dividend Equivalents
The Committee may provide that any awards under the Plan earn
dividends or dividend equivalents. Such dividends or dividend equivalents
may be paid currently or may be credited to a participant's account. Any
crediting of dividends or dividend equivalents may be subject to such
restrictions and conditions as the Committee may establish, including
reinvestment in additional shares or share equivalents.
10. Deferrals and Settlements
Payment of awards may be in the form of cash, stock, other awards or
combinations thereof as the Committee shall determine, and with such
restrictions as it may impose. The Committee also may require or permit
participants to elect to defer the issuance of shares or the settlement of
awards in cash under such rules and procedures as it may establish under
the Plan. It also may provide that deferred settlements include the
payment or crediting of interest on the deferral amounts, or the payment
or crediting of dividend equivalents where the deferral amounts are
denominated in shares.
11. Transferability and Exercisability
Awards granted under the Plan shall be nontransferable or assignable
other than by will or the laws of descent and distribution, except that
the Committee may provide for the transferability of particular awards:
(a) by gift or other transfer of an award to (i) any trust or estate in
which the original award recipient or such participant's spouse or other
immediate relative has a substantial beneficial interest or (ii) a spouse
or other immediate relative; and (b) pursuant to a qualified domestic
relations order (as defined by the Code). However, any award so
transferred shall continue to be subject to all the terms and conditions
contained in the instrument evidencing such award.
In the event that a participant terminates employment with the
Company to assume a position with a governmental, charitable, educational
or similar non-profit institution, the Committee may subsequently
authorize a third party, including but not limited to a "blind" trust, to
act on behalf of and for the benefit of such participant regarding any
outstanding awards held by the participant subsequent to such termination
of employment. If so permitted by the Committee, a participant may
designate a beneficiary or beneficiaries to exercise the rights of the
participant and receive any distribution under the Plan upon the death of
the participant.
12. Award Agreements
Awards under the Plan shall be evidenced by agreements that set forth
the terms, conditions and limitations for each award which may include the
term of an award (except that in no event shall the term of any ISO exceed
a period of ten years from the date of its grant), the provisions
applicable in the event the participant's employment terminates, and the
Company's authority to unilaterally or bilaterally amend, modify, suspend,
cancel or rescind any award. The Committee need not require the execution
of any such agreement, in which case acceptance of the award by the
participant shall constitute agreement to the terms of the award.
13. Foreign Participation
In order to assure the viability of awards granted to participants
employed in foreign countries, the Committee may provide for such special
terms as it may consider necessary or appropriate to accommodate
differences in local law, tax policy, or custom. Moreover, the Committee
may approve such supplements to, or amendments, restatements or
alternative versions of the Plan as it may consider necessary or
appropriate for such purposes without thereby affecting the terms of the
Plan as in effect for any other purpose; provided, however, that no such
supplements, amendments, restatements or alternative versions shall
increase the share limitations contained in Section 5 of the Plan.
14. Plan Amendment
The Plan may be amended by the Committee as it deems necessary or
appropriate to better achieve the purposes of the Plan, except that no
such amendment which would increase the number of shares available for
issuance in accordance with Sections 5 and 6 of the Plan or cause the Plan
not to comply with Rule 16b-3 (or any successor rule) under the 1934 Act
or Section 162(m) of the Code shall be made without the approval of the
Company's shareholders.
15. Tax Withholding
The Company shall have the right to deduct from any settlement of an
award made under the Plan, including the delivery or vesting of shares, a
sufficient amount to cover withholding of any federal, state or local
taxes required by law, or to take such other action as may be necessary to
satisfy any such withholding obligations. The Committee may permit shares
to be used to satisfy required tax withholding and such shares shall be
valued at the Fair Market Value as of the settlement date of the
applicable award.
<PAGE>
16. Other Benefit and Compensation Programs
Unless otherwise specifically determined by the Committee,
settlements of awards received by participants under the Plan shall not be
deemed a part of a participant's regular, recurring compensation for
purposes of calculating payments or benefits from any Company benefit
plan, severance program or severance pay law of any country. Further, the
Company may adopt other compensation programs, plans or arrangements as it
deems appropriate or necessary.
17. Unfunded Plan
Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create (or be construed to create) a trust or a
separate fund or funds. The Plan shall not establish any fiduciary
relationship between the Company and any participant or other person. To
the extent any person holds any rights by virtue of a grant awarded under
the Plan, such rights (unless otherwise determined by the Committee) shall
be no greater than the rights of an unsecured general creditor of the
Company.
18. Use of Proceeds
The cash proceeds received by the Company from the issuance of shares
pursuant to awards under the Plan shall be used for general corporate
purposes.
19. Regulatory Approvals
The implementation of the Plan, the granting of any award under the
Plan, and the issuance of shares upon the exercise or settlement of any
award shall be subject to the Company's procurement of all approvals and
permits required by regulatory authorities having jurisdiction over the
Plan, the awards granted under it or the shares issued pursuant to it.
20. Future Rights
No person shall have any claim or rights to be granted an award under
the Plan, and no participant shall have any rights under the Plan to be
retained in the employ of the Company.
21. Governing Law
The validity, construction and effect of the Plan and any actions
taken or relating to the Plan shall be determined in accordance with the
laws of the State of Utah and applicable federal law.
22. Successors and Assigns
The Plan shall be binding on all successors and assigns of a
participant, including, without limitation, the estate of such participant
and the executor, administrator or trustee of such estate, or any receiver
or trustee in bankruptcy or representative of the participant's creditors.
<PAGE>
AMENDMENT
TO THE
EVANS & SUTHERLAND COMPUTER CORPORATION
1995 LONG-TERM INCENTIVE EQUITY PLAN
Evans & Sutherland Computer Corporation (the 'Corporation') previously
adopted the Evans & Sutherland Computer Corporation 1995 Long-Term Incentive
Equity Plan (the "1995 Plan"). By this instrument, the Corporation desires to
amend the 1995 Plan to increase (i) the number of shares of the Corporation's
stock available for issuance under the 1995 Plan, (ii) the maximum number of
shares subject to award to any one individual, and (iii) the maximum number of
incentive stock options that may be awarded under the 1995 Plan.
1. This Amendment shall amend only those provisions specified herein
and all other provisions of the 1995 Plan shall remain unchanged and in full
force and effect.
2. The first paragraph of section 5 of the 1995 Plan is hereby amended
and restated in its entirety as follows:
Subject to the provisions of Section 6 of the Plan,
the aggregate number of shares of Common Stock ($.20 par
value) of the Company ("shares") which may be transferred to
participants under the Plan shall be 800,000, plus any shares
available for grant on the date the Plan is approved by the
Company's shareholders, and any shares which subsequently
become available to the extent that outstanding stock options
are terminated or canceled under the Company's 1985 Stock
Option Plan for Key Employees and the 1981 Stock Bonus Plan
(the "Prior Plans"). The aggregate number of shares that may
be issued under awards pursuant to Section 8(c) of the Plan
and the aggregate number of shares that may be covered by
awards granted to any single individual under the Plan shall
not exceed 471,200 shares. The aggregate number of shares that
may be represented by incentive stock options ("ISOs")
intended to comply with Section 422 of the Code shall not
exceed 1,413,600.
3. This Amendment to the 1995 Plan shall be effective as of February
27, 1997, the date it was adopted by the Corporation's Board of Directors.
