<PAGE>
As filed with the Securities and Exchange Commission December 29, 1995
Registration No. 33-______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________
SPIEGEL, INC.
(Exact name of issuer as specified in its charter)
Delaware 36-2593917
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3500 LACEY ROAD, DOWNERS GROVE, ILLINOIS 60515-5432
(Address of principal executive office) (Zip Code)
SPIEGEL, INC. SEMI-MONTHLY SALARIED EMPLOYEES
INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
______________________
JAMES W. SIEVERS COPY TO:
Senior Vice President, Jay A. Lipe
Chief Financial Officer Rooks, Pitts and Poust
Spiegel, Inc. 10 South Wacker Drive, Suite 2300
3500 Lacey Road Chicago, Illinois 60606
Downers Grove, Illinois 60515-5432 (312) 876-1700
(708) 986-8800
(Name and address of agent for service)
______________________
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities To Be Price Per Offering Registration
To Be Registered Registered Share(1) Price(1) Fee(1)
- --------------------------------------------------------------------------------
Class A Non-Voting
Common Stock,
par value $1.00
per share 300,000 $8.00 $2,400,000.00 $827.59
- --------------------------------------------------------------------------------
(1) The shares are to be offered at prices not presently determinable.
Pursuant to Rule 457 the offering price is calculated solely for the purpose of
determining the registration fee and is based on the average of the high and low
prices reported in the WALL STREET JOURNAL of December 26, 1995, of the Class A
Non-Voting Common Stock as quoted on the NASDAQ National Market System on
December 22, 1995.
As permitted by Rule 429 under the Securities Act of 1933, the prospectus
related to this Registration Statement also covers securities registered under
Registration Statements Nos. 33-19663, 33-32385, 33-38478, 33-44780, 33-56200
and 33-51755.
The Exhibit Index required by Item 601 of Regulation S-K is located at page
II-11.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to rule 424(b) or (c) of the Securities Exchange Commission under the
Securities Act of 1933.
(b) All other reports filed by the registrant pursuant to sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.
(c) The descriptions of the registrant's Class A Non-Voting Common Stock
which are contained in the registrant's registration statements filed under
section 12 of the Securities Exchange Act of 1934, including any amendment or
reports filed for the purpose of updating such descriptions.
(d) The registrant's Registration Statements on Form S-8 (Registration
Nos. 33-19663, 33-32385, 33-38478, 33-44780, 33-56200 and 33-51755).
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of Class A Non-Voting Common Stock offered have
been sold or which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement 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 reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as; so modified or
superseded, to constitute a part of this registration statement.
II-1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Registrant's Restated Certificate of
Incorporation states as follows:
"A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director except to the extent such
exemption from liability or limitation thereof is not permitted
under the Delaware General Corporation Law as the same exists or
may hereafter be amended."
Further, Article IX of the Registrant's By-Laws states as follows:
"(a) The Corporation shall indemnify subject to the
requirements of Subsection (d) any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against expenses (including attorneys'
fees), judgments, fines, penalties, taxes and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify subject to the
requirements of Subsection (d) any person who was or is a party
or is threatened to be made a party to any threatened,
II-2
<PAGE>
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as
a director, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation unless
and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
(c) To the extent that a director, officer, employee or
agent of the Corporation, or a director, officer, employee,
fiduciary or agent of any other enterprise serving at the request
of the Corporation, has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in Subsections (a) and (b), or in defense of any claim, issue
or matter therein, the Corporation shall indemnify him against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under Subsections (a) and (b)
(unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, fiduciary or
agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Subsections (a) and
(b). Such determination shall be made (1) by the board of
directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2)
if such quorum is not obtainable, or, even if obtainable a quorum
of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses incurred by a director, officer, employee,
fiduciary or agent in defending a civil or criminal action, suit
or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director,
officer, employee, fiduciary or agent to repay such amount if it
shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Section.
II-3
<PAGE>
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other Subsections of
this Section shall not limit the Corporation from providing any
other indemnification permitted by law nor shall it be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such
office.
(g) The provisions of this Section shall be applicable to
all actions, suits or proceedings pending at the time or
commenced after the adoption of this Section, whether arising
from acts or omissions to act occurring, or based on claims
asserted, before or after the adoption of this Section. A
finding that any provision of this Section is invalid or of
limited application shall not affect any other provision of this
Section nor shall a finding that any portion of any provision of
this Section is invalid or of limited application affect the
balance of such provision.
(h) The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the
provisions of this Section.
(i) All terms contained in this Section shall have the
meaning given to them by Section 145 of the Delaware General
Corporation Law.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section shall continue
as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person."
Section 145 of the General Corporation Law of the State of Delaware
provides, generally, that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any suit or
proceeding because such person is or was a director, officer, employee or agent
of the corporation or was serving, at the request of the corporation, as a
director, officer, employee or agent of another enterprise against all costs
actually and reasonably incurred by him in connection with such suit or
proceeding if he acted in good faith and in a manner he reasonably believed not
opposed to the best interests of the corporation. Similar indemnity is
permitted to be provided to such persons in connection with an
II-4
<PAGE>
action or suit by or in the right of a corporation, provided such person acted
in good faith and in a manner he believed to be not opposed to the best
interests of the corporation, and provided further that such person shall not
have been adjudged liable for negligence or misconduct in the performance of his
duty to the corporation.
Section 102(b) of the General Corporation Law of the State of Delaware in
dealing with matters that may be contained in the certificate of incorporation,
provides that the corporation, in its original certificate or an amendment
thereto, may include a provision eliminating or limiting the personal liability
of a director to the corporation or its stockholders for damages for the breach
of the director's fiduciary duty. Such a provision may not eliminate or limit
the director's liability for a breach of the duty of loyalty, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for an unlawful payment of dividends or unlawful stock
purchases or redemptions, or for any transaction from which the director derived
an improper personal benefit.
The Registrant has obtained directors' and officers' insurance which
insures directors and officers of the Registrant against wrongful acts as a
director or officer, including civil liabilities pursuant to the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
II-5
<PAGE>
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 paragraph (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
II-6
<PAGE>
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6, 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 proceedings) 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.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Chicago, State of Illinois, on the 29th day of
December, 1995.
SPIEGEL, INC.
By: /s/John J. Shea
-----------------------------------
John J. Shea, Vice Chairman,
President and Chief Executive
Officer and Principal Operating
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 29th day of December, 1995.
Signature Title
--------- -----
/s/John J. Shea Vice Chairman, President, Chief Executive
- ------------------------------ Officer and Director (Principal Operating
John J. Shea Executive Officer)
/s/James W. Sievers Senior Vice President, Chief Financial
- ------------------------------ Officer and Director (Principal Financial
James W. Sievers and Accounting Officer)
- ------------------------------ Director
*Kenneth A. Bochenski
II-8
<PAGE>
- ------------------------------ Director
*Dr. Michael Otto
- ------------------------------ Director
Hans-Christoph Fischer
- ------------------------------ Director
*Thomas Bohlmann
- ------------------------------ Director
Horst R. Hansen
- ------------------------------ Director
Karl-August Hopmann
- ------------------------------ Director
*Dr. Peter Mueller
- ------------------------------ Director
Dr. Peer Witten
II-9
<PAGE>
- ------------------------------ Director
*David C. Moon
- ------------------------------ Director
Hans Jorg Hammer
- ------------------------------ Director
*Dr. Michael Crusemann
*By: /s/John J. Shea
-------------------------
Attorney-in-Fact
II-10
<PAGE>
EXHIBIT INDEX
Page No.
--------
*4(a) Restated Certificate of Incorporation of the
Company (filed by incorporation by reference to
Exhibit 4.1 to the Company's Registration
Statement on Form S-3, Registration No. 33-50739,
filed October 25, 1993). N/A
*4(b) By-Laws of the Company (filed by incorporation by
reference to Exhibit 4.2 of the Company's
Registration Statement No. 33-50739, filed October
25, 1989). N/A
*4(c) Specimen Stock Certificate (filed by incorporation
by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1988). N/A
5 Opinion of Rooks, Pitts and Poust regarding the
legality of the Class A Non-Voting Common Stock being
registered. 12
15 Not applicable. N/A
24(a) Consent of Rooks, Pitts and Poust (contained in Exhibit 5) N/A
24(b) Consent of KPMG Peat Marwick LLP 14
25 Powers of Attorney. 15
28(a) Spiegel, Inc. Semi-Monthly Salaried Employees
Incentive Stock Option Plan, as Amended and
Restated as of December 1, 1995. 23
*28(b) Form of Stock Option Agreement, as amended as of
December 29, 1993 (filed by incorporation by
reference to Exhibit 28(b) of Registration
Statement on Form S-8 No. 33-51755, filed December
29, 1993). N/A
29 Not applicable. N/A
_______________
*Incorporated by reference.
II-11
<PAGE>
[LETTERHEAD]
December 29, 1995
Spiegel, Inc.
Corporate Headquarters
3500 Lacey Road
Downers Grove, Illinois 60515-5432
Dear Sirs:
We have acted as counsel to you (the "Company") in connection with the
preparation of a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission on December 29, 1995 (the "Registration
Statement") pertaining to the registration of an offering of up to 300,000
shares of the Company's Class A Non-Voting Common Stock, $1.00 par value (the
"Common Stock").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including the following: the Certificate of Incorporation and By-Laws
of the Company, as amended and resolutions adopted by the Board of Directors and
the principal stockholder of the Company.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies, and the authenticity of the originals of
all documents submitted to us as copies. We have also assumed the genuineness
of the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties
<PAGE>
Spiegel, Inc.
December 29, 1995
Page 2
thereto other than the Company, and the due authorization, execution and
delivery of all documents by the parties thereto other than the Company.
Based on the foregoing, we are of the opinion that:
(1) The Company is a corporation validly existing and in good
standing under the laws of the State of Delaware.
(2) The Common Stock, when duly executed and delivered by authorized
officers of the Company and issued upon receipt of the consideration to be
paid therefor, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the section
entitled "Legal Matters" in the Registration Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
ROOKS, PITTS AND POUST
By: /s/ James H. Ihrke
James H. Ihrke
JHI:pw
<PAGE>
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Spiegel, Inc.:
We consent to incorporation by reference in this registration statement on From
S-8 and in the registration statements on Form S-8 (Nos. 33-19663, 33-32385, 33-
38478, 33-44780, 33-56200 and 33-51755) of Spiegel, Inc. of our report dated
February 10, 1995, relating to the consolidated balance sheets of Spiegel, Inc.
and subsidiaries as of December 31, 1994 and 1993 and the related consolidated
statements of earnings, stockholders' equity and cash flows for each of the
years in the three-year period ended December 31, 1994, which report is
incorporated by reference in the Spiegel, Inc. Form 10-K for the year ended
December 31, 1994.
Chicago, Illinois
December 27, 1995
/s/KPMG Peat Marwick LLP
----------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), 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 the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done 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 attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/John J. Shea
---------------------------------------------
John J. Shea
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), 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 the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done 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 attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/James W. Sievers
---------------------------------------------
James W. Sievers
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), 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 the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done 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 attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/Kenneth A. Bochenski
---------------------------------------------
Kenneth A. Bochenski
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), 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 the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done 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 attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/Dr. Michael Otto
---------------------------------------------
Dr. Michael Otto
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), 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 the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done 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 attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/Thomas Bohlmann
---------------------------------------------
Thomas Bohlmann
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), 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 the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done 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 attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/Dr. Peter Mueller
---------------------------------------------
Dr. Peter Mueller
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), 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 the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done 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 attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/David C. Moon
---------------------------------------------
David C. Moon
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby constitutes and appoints John J. Shea, James W. Sievers and Michael
R. Moran, and each of them (with full power to each of them to act alone), 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 the Registration Statement of Spiegel, Inc. on Form S-8 and
any and all amendments (including post-effective amendments) thereto, regarding
the offering of Shares of Class A Non-Voting Common Stock in connection with the
Spiegel, Inc. Semi-Monthly Salaried Employees Incentive Stock Option Plan, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done 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 attorneys-in-
fact and agents, or any of them, or their substitutes, may lawfully do or cause
to be done by virtue hereof.
Date: December 21, 1995
/s/Dr. Michael Crusemann
---------------------------------------------
Dr. Michael Crusemann
<PAGE>
SPIEGEL, INC.
SEMI-MONTHLY
SALARIED EMPLOYEES
INCENTIVE STOCK OPTION PLAN
(As Amended and Restated As Of December 1, 1995)
SECTION 1. PURPOSE.
The purpose of this Incentive Stock Option Plan (the "Plan") is to
encourage stock ownership by certain semi-monthly salaried employees of Spiegel,
Inc., a Delaware corporation ("Spiegel") and its "subsidiary corporations"
(collectively the "Corporation"), so that they may acquire a proprietary
interest in the success of the Corporation. The term "subsidiary corporation"
shall be defined in the same manner as such term is defined in Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code") and shall include
subsidiary corporations which become such after the adoption of the Plan. The
Plan is intended to provide an incentive for maximum effort in the successful
operation of the Corporation and to encourage certain semi-monthly salaried
employees of the Corporation to remain in the employ of the Corporation. It is
further intended that, except in certain limited cases, the options granted
pursuant to the Plan shall constitute "Incentive Stock Options" within the
meaning of Section 422 of the Code.
SECTION 2. ADMINISTRATION.
The Plan shall be administered by a Stock Option Committee (the
"Committee") which shall consist of three members of the Board of Directors of
Spiegel (the "Board of Directors") who are not semi-monthly salaried employees
of the Corporation and who are appointed to the Committee from time to time by
the Board of Directors. If any member of the Committee becomes a semi-monthly
salaried employee of the Corporation, his membership on the Committee shall
automatically terminate. A majority of the Committee shall constitute a quorum
and acts of a majority of the members present at any meeting at which a quorum
is present, or acts approved in writing by all members of the Committee, shall
be deemed to be valid acts of the Committee. No member of the Committee shall
be eligible to receive an option under the Plan.
The Committee shall select one of its members to serve as Chairman, shall
appoint one of its members as Secretary, who shall maintain a record of its
actions and decisions, and shall hold meetings from time to time as it may
determine. The Committee shall have authority to:
(a) Determine which of the eligible employees of the Corporation
(determined under Section 3 hereof) shall be granted options, when such
options shall be granted and the number of shares and terms with respect to
each such option;
(b) Prescribe rules and regulations for administering the Plan;
(c) Decide any questions arising as to the interpretation or
application of any provision under this Plan.
<PAGE>
The determination of the Committee as to any of these matters shall be final and
binding upon all persons whomsoever and shall be reported to the Board of
Directors at its next ensuing meeting.
SECTION 3. ELIGIBILITY.
The persons who shall be eligible to receive options pursuant to this Plan
shall be such of the semi-monthly salaried employees of the Corporation as the
Committee shall select from time to time. A grantee of an option under this
Plan (an "Optionee") may hold more than one option hereunder, but only on the
terms and conditions hereinafter set forth. Notwithstanding any of the other
provisions of this Plan, options shall not be granted hereunder to an individual
who then owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of Spiegel, or of a parent or a subsidiary
corporation (as those terms are defined in Section 425 of the Code) of Spiegel,
such ownership to be determined by application of the applicable attribution
rules under the Code.
SECTION 4. STOCK TO BE ISSUED UNDER THIS PLAN.
The stock to be issued upon the exercise of options granted under this Plan
shall be shares of the $1.00 par value per share Class A Non-Voting Common Stock
of Spiegel ("Class A Stock") which may either be authorized and unissued shares
or issued shares held in or hereafter acquired for the treasury of Spiegel. The
aggregate number of shares of Class A Stock which may be issued under options
granted hereunder shall not exceed One Million Nine Hundred Thousand (1,900,000)
shares. In the event that any outstanding option under this Plan expires or is
terminated, the shares of Class A Stock allocable to the unexercised portion of
such option may again be subject to an option under the Plan.
Spiegel shall not be required to issue or deliver any certificate for
shares of its Class A Stock purchased upon the exercise of all or any part of an
option before (a) the admission of such shares to listing on any stock exchange
on which such stock may then be listed, or, if applicable, approved for
inclusion on the National Market System of the NASD and (b) completion of any
registration or other qualification of such shares under any state or federal
law or ruling or regulation of any governmental regulatory body that Spiegel
shall, in its sole discretion, determine is necessary or advisable.
SECTION 5. TERMS AND CONDITIONS OF OPTIONS.
Each option granted under this Plan shall be evidenced by an agreement in
writing, which shall be subject to such amendment and modification from time to
time as the Committee shall deem necessary to comply with applicable law or
regulation, and which shall contain, in such form and with such other provisions
as the Committee shall from time to time determine, provisions which comply with
the following terms and conditions:
(a) THE NUMBER OF SHARES. Each option shall state the number of
shares of Class A Stock to which it pertains.
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<PAGE>
(b) OPTION PRICE. Each option shall state the option price per share
of Class A Stock which shall be equal to the fair market value of one share
of Class A Stock on the date of the granting of the option. The Committee
shall have full authority to determine the fair market value of a share of
Class A Stock. If the Class A Stock is traded in the over-the-counter
market, such fair market value shall be deemed to be the arithmetical mean
between the asked and the bid prices between the opening of the market and
noon on such date as reported by NASDAQ. If the Class A Stock is traded on
an exchange, such fair market value shall be deemed to be the arithmetical
mean of the high and low prices at which it is quoted or traded between the
opening of the market and noon on such day on the exchange on which it
generally has the greatest trading volume.
(c) MEDIUM AND TIME OF PAYMENT. The option price shall be payable in
United States dollars upon the exercise of the option, and the exercise of
any option and the delivery of the optioned shares shall be contingent upon
receipt by Spiegel of the full purchase price paid in cash or by check.
(d) TERM AND EXERCISE OF OPTIONS. Each option shall state the period
of time during which the option may be exercised; provided, however, that,
anything contained herein to the contrary notwithstanding, no option
granted hereunder shall be exercisable after the expiration of ten years
after the date of grant of such option. Subject to the terms of the Plan,
any option may be exercised, in whole or in part, from time to time, as to
one or more whole shares of Class A Stock covered by the option, during its
period of exercise.
(e) PERIOD OF EXERCISE OF OPTIONS. Except as otherwise specifically
provided herein:
(1) No option granted hereunder prior to March 1, 1988 shall be
exercisable until December 29, 1988 (or the next preceding business
day if December 29, 1988 is a holiday) when it shall become and remain
exercisable for 20% of the shares covered thereby. Each such option
granted prior to March 1, 1988 shall become and remain exercisable for
an additional 20% of the shares covered thereby on December 29, 1989,
December 29, 1990, December 29, 1991 and December 29, 1992 (or the
next business day preceding any said December 29th which is a
holiday);
(2) No option granted hereunder on or after March 1, 1988 shall
be exercisable until the first anniversary of the grant thereof, when
it shall become and remain exercisable for 20% of the shares covered
thereby. Each option granted on or after March 1, 1988 shall become
and remain exercisable for an additional 20% of the shares covered
thereby on the second, third, fourth and fifth anniversaries of the
grant thereof;
(3) An Optionee may exercise a portion of an option from the
date that portion first becomes exercisable until the option expires
or is otherwise terminated;
(4) In the case of any fractional share resulting from any
calculation under the Plan, the shares available for exercise shall be
determined to the nearest lower number of whole shares.
-3-
<PAGE>
(f) MAXIMUM VALUE OF STOCK WITH RESPECT TO WHICH INCENTIVE STOCK
OPTIONS ARE EXERCISABLE FOR FIRST TIME IN ANY CALENDAR YEAR. Anything
contained herein to the contrary notwithstanding, to the extent the
aggregate fair market value (determined at the time the option is granted)
of stock with respect to which options are exercisable for the first time
by any eligible employee during any one calendar year (under this Plan and
all other incentive stock option plans of Spiegel or any parent or
subsidiary corporation of Spiegel) shall exceed One Hundred Thousand
Dollars ($100,000.00), such excess options shall be treated as options
which are not incentive stock options, taking options into account in the
order in which they were granted. In the case of an option that is to be
treated in part as an incentive stock option and in part as a non-incentive
stock option, Spiegel may designate the shares of Class A Stock that are to
be treated as stock acquired pursuant to exercise of an incentive stock
option by issuing a separate certificate for such shares and identifying
the certificate as incentive stock option shares in the stock transfer
records of Spiegel.
(g) TRANSFER OF OPTION. Neither the whole nor any part of any option
shall be transferable by an Optionee or by operation of law during said
Optionee's lifetime and at said Optionee's death an option or any part
thereof shall only be transferable by said Optionee's will or by the laws
of descent and distribution. An option may be exercised during the
lifetime of the Optionee only by the Optionee. Any option, and any and all
rights granted to an Optionee thereunder, to the extent not theretofore
effectively exercised shall automatically terminate and expire upon any
sale, transfer or hypothecation or any attempted sale, transfer or
hypothecation of such option or rights, or upon the bankruptcy or
insolvency of the Optionee.
(h) TERMINATION OF EMPLOYMENT. No option may be exercised after the
termination of the employment of the Optionee with the Corporation except
as hereinafter provided, specifically subject, however, to the provisions
of paragraph (d) of this Section 5:
(1) RETIREMENT. Options granted under the Plan may be exercised
within three (3) months after the Retirement (as hereinafter defined)
of the Optionee and the options shall be exercisable for all of the
shares covered thereby, notwithstanding the provisions of paragraph
(e) of this Section 5. For purposes of the Plan, "Retirement" shall
mean any termination of employment with the Corporation occurring
after the completion of ten (10) years of service with the Corporation
and the attainment of age fifty-five (55) by the Optionee.
(2) DISABILITY. Options granted under the Plan may be exercised
within three (3) months after the termination of the employment of the
Optionee by reason of the Disability (as hereinafter defined) of the
Optionee and the option shall be exercisable for all of the shares
covered thereby, not withstanding the provisions of paragraph (e) of
this Section 5. For purposes of this Plan, an Optionee shall be
deemed have incurred a "Disability" if a disinterested duly licensed
medical doctor appointed by the Corporation determines that the
Optionee is totally and permanently prevented, as a result of physical
or mental infirmity, injury, or disease, either occupational or
nonoccupational in cause, from holding the job or position with the
Corporation or engaging in the employment activity, or a comparable
job or employment activity with the Corporation, which the Optionee
held or customarily
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<PAGE>
engaged in prior to the occurrence of the disability (provided,
however, that disability hereunder shall not include any disability
incurred or resulting from the Optionee's having engaged in a criminal
act or enterprise, or any disability consisting of or resulting from
the Optionee's chronic alcoholism, addiction to narcotics or an
intentionally self-inflicted injury).
(3) DEATH.
(i) If an Optionee shall die while employed by the
Corporation or within three (3) months after termination of
employment with the Corporation by reason of Retirement or
Disability, the options granted under this Plan to such deceased
Optionee shall be exercisable within one (1) year after the date
of the Optionee's death and the options shall be exercisable for
all of the shares covered thereby, notwithstanding the provisions
of paragraph (e) of this Section 5.
(ii) If an Optionee shall die within three (3) months after
termination of employment with the Corporation for a reason other
than Retirement or Disability, the options granted under this
Plan to such deceased Optionee shall be exercisable within one
(1) year after the date of the Optionee's death but the options
may not be exercised for more than the number of Shares, if any,
as to which the options were exercisable by the Optionee
immediately prior to his death.
(iii) The legal representative, if any, of the deceased
Optionee's estate, otherwise the appropriate legatees or
distributees of the deceased Optionee's estate may exercise the
option on behalf of such a deceased Optionee.
(4) INVOLUNTARY TERMINATION OF EMPLOYMENT. Options granted
under the Plan may be exercised within three (3) months after the
Involuntary Termination of Employment (as hereinafter defined) of the
Optionee with the Corporation and the options shall be exercisable for
all of the shares covered thereby, notwithstanding the provisions of
paragraph (e) of this Section 5. For purposes of the Plan,
"Involuntary Termination of Employment" shall mean any termination of
an Optionee's employment with the Corporation by reason of the
discharge, firing or other involuntary termination of an Optionee's
employment by action of the Corporation other than an involuntary
termination for cause as described in subparagraph (6) of this
paragraph (h).
(5) VOLUNTARY TERMINATION OF EMPLOYMENT. Options granted under
the Plan may be exercised, if otherwise timely, within three (3)
months after the Voluntary Termination of Employment (as hereinafter
defined) of the Optionee with the Corporation but the options may not
be exercised for more than the number of shares, if any, as to which
the options were exercisable by the Optionee immediately prior to such
termination of employment as determined under the provisions of
paragraph (e) of this Section 5. For purposes of the Plan "Voluntary
Termination of Employment" shall mean any voluntary termination of
employment with the
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<PAGE>
Corporation by reason of the Optionee's quitting or otherwise
voluntarily leaving the Corporation's employ other than a voluntary
termination of employment by reason of Retirement or a voluntary
termination of employment constituting a termination for cause as
described in subparagraph (6) of this paragraph (h).
(6) TERMINATION FOR CAUSE. Anything contained herein to the
contrary notwithstanding, if the termination of an Optionee's
employment with the Corporation is as a result of or caused by the
Optionee's theft or embezzlement from the Corporation, the violation
of a material term or condition of his employment, the disclosure by
the Optionee of confidential information of the Corporation,
conviction of the Optionee of a crime of moral turpitude, the
Optionee's stealing trade secrets or intellectual property owned by
the Corporation, any act by the Optionee in competition with the
Corporation or any other act, activity or conduct of the Optionee
which in the opinion of the Board Committee of the Board of Directors
is adverse to the best interests of the Corporation, then any options
and any and all rights granted to such Optionee thereunder, to the
extent not yet effectively exercised, shall become null and void
effective as of the date of the occurrence of the event which results
in the Optionee ceasing to be an employee of the Corporation and any
purported exercise of an option by or on behalf of said Optionee
following such date shall be of no effect.
(i) ACCELERATION. The Committee may, in the case of merger,
consolidation, dissolution or liquidation of Spiegel, accelerate the
expiration date of any option for any or all of the shares covered thereby
(but still giving Optionees a reasonable period of time to exercise any
outstanding options prior to the accelerated expiration date) and may, in
the case of merger, consolidation, dissolution or liquidation of Spiegel,
or in any other case in which it feels it is in the Corporation's best
interest, accelerate the date or dates on which any option or any part of
any option shall be exercisable for any or all of the shares covered
thereby.
(j) RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a
stockholder with respect to any shares covered by any of said Optionee's
options until the date that Spiegel receives payment in full for the
purchase of said shares pursuant to the effective exercise of said option.
No adjustment shall be made for dividends or distributions or other rights
for which the record date is prior to the date such payment is received by
Spiegel, except as provided in Section 7 hereof.
(k) DOCUMENTS TO BE DELIVERED TO OPTIONEES. Upon the grant of an
option hereunder to an Optionee, there shall be delivered to the Optionee a
prospectus describing the options granted hereunder and the Class A Stock
covered by the options together with such other information or documents as
the Committee shall deem necessary or advisable.
(l) COMPLIANCE WITH SECURITIES EXCHANGE ACT. Notwithstanding
anything herein to the contrary, options shall always be granted and
exercised in such a manner as to conform to the provisions of Rule 16b-3,
or any replacement rule, adopted pursuant to the provisions of the
Securities Exchange Act of 1934 as the same now exists or may, from time to
time, be amended.
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<PAGE>
(m) OTHER PROVISIONS. The option agreements authorized under the
Plan shall contain such other provisions, including, without limitation,
restrictions upon the exercise of the option, as the Committee shall deem
advisable and, in any event, all such option agreements shall contain such
limitations and restrictions upon the exercise of the option as shall be
necessary in order that such option will be an "incentive stock option" as
defined in Section 422 of the Code (except as provided in paragraph (f) of
Section 5 hereof) or to conform to any change in the law.
SECTION 6. NOTICE OF INTENT TO EXERCISE OPTIONS.
An Optionee desiring to exercise an option granted hereunder as to one or
more of the shares covered thereby must, in order to so exercise the option,
notify the Corporation in writing to that effect, specifying the number of
shares to be purchased in a form satisfactory to the Committee.
SECTION 7. STOCK DIVIDEND - RECAPITALIZATION - CONSOLIDATION.
If any stock dividend shall be declared upon the Class A Stock or if the
Class A Stock shall hereafter be subdivided, consolidated, or changed into other
securities of Spiegel, or a successor corporation to Spiegel, then in each such
event, shares of Class A Stock which would be delivered pursuant to exercise of
any options shall for the purpose of adjusting the number and kind thereof, be
treated as though outstanding immediately prior to the occurrence of such event
and the purchase price to be paid therefor shall be appropriately adjusted to
give effect thereto.
The grant of an option pursuant to the Plan shall not affect in any way the
right or power of Spiegel to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
SECTION 8. EXPIRATION AND TERMINATION OF PLAN.
Options may be granted pursuant to this Plan only within ten (10) years
following the earlier to occur of the date on which the Plan is originally
adopted by the Board of Directors and the date on which the Plan is originally
approved by holders of the Class B Voting Common Stock of Spiegel.
Options may be granted under the Plan at any time until the Plan is
terminated by the Board of Directors or until such earlier date when termination
of the Plan shall be required by applicable law. If not sooner terminated, the
Plan shall terminate automatically on January 4, 1998, which is ten years from
the date on which the Plan was originally approved by the Board of Directors.
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<PAGE>
SECTION 9. AMENDMENT OF THE PLAN.
The Board of Directors may, insofar as permitted by law, from time to time,
with respect to any shares of Class A Stock at the time not subject to
outstanding options, suspend or discontinue the Plan or revise or amend it in
any respect whatsoever except that, without approval of the holders of a
majority of the Class B Voting Common Stock of Spiegel, no such revision or
amendment shall change the number of shares of Class A Stock subject to the Plan
(except as may occur as a result of an occurrence described in Section 7),
change the designation of the class of employees eligible to receive options,
remove the administration of the Plan from the Committee, or render any member
of the Committee eligible to receive an option under the Plan while serving
thereon. Furthermore, the Plan may not, without the approval of the holders of
a majority of the Class B Voting Common Stock of Spiegel, be amended in any
manner that will cause options issued under it to fail to meet the requirements
of "incentive stock options" as defined in Section 422 of the Code (except as
provided in paragraph (f) of Section 5 hereof) or which would result in a
failure to comply with Section 16(b)(3) of the Securities Exchange Act of 1934
or similar statute or rules or regulations adopted thereunder.
SECTION 10. GRANTING OF OPTIONS.
The granting of any option pursuant to this Plan shall be entirely in the
discretion of the Committee and nothing herein contained shall be construed to
give any employee any right to participate under this Plan or to receive any
option under it. The granting of an option shall impose no duty upon the
Optionee to exercise such option.
Neither the adoption and maintenance of the Plan nor the granting of an
option pursuant to this Plan shall be deemed to constitute a contract of
employment between the Corporation and any employee or to be a condition of the
employment of any person. Nothing herein contained shall be deemed to (a) give
to any employee the right to be retained in the employ of the Corporation; (b)
interfere with the right of the Corporation to discharge or retire any employee
at any time; (c) be deemed to give to the Corporation the right to require an
employee to remain in its employ or (d) interfere with the employee's right to
terminate his employment at any time.
SECTION 11. GOVERNMENT REGULATIONS.
This Plan and the granting and exercise of any option hereunder and the
obligations of Spiegel to sell and deliver shares under any such option shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any governmental agencies as may be required.
SECTION 12. PROCEEDS FROM SALE OF STOCK.
Proceeds of the purchase of optioned shares by any Optionee shall be for
the general business purposes of Spiegel.
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<PAGE>
SECTION 13. REPORTING REQUIREMENTS.
The Committee shall furnish each Optionee hereunder with such information
relating to the exercise of any option granted hereunder to said Optionee as is
required under the Code and applicable State and Federal Security laws.
SECTION 14. APPROVAL OF STOCKHOLDERS.
No option granted hereunder shall be exercisable until the Plan is approved
by the holders of a majority of the outstanding shares of the Class B Voting
Common Stock of Spiegel. The Plan was originally approved by the holders of a
majority of the outstanding shares of the Class B Voting Common Stock of
Spiegel, Inc. on April 27, 1988. The Plan as amended and restated as of
December 1, 1995 and the increase in the aggregate number of shares of Class A
Stock which may be issued under options granted pursuant to the Plan to One
Million Nine Hundred Thousand (1,900,000) shares were approved by the holders of
a majority of the outstanding shares of the Class B Voting Common Stock of
Spiegel, Inc. on December 1, 1995.
SECTION 15. INTERPRETATION.
The terms of this Plan are subject to all present and future regulations
and rulings of the Secretary of the Treasury or his delegate relating to the
qualification of Incentive Stock Options under Section 422 of the Code. If any
provision of the Plan conflicts with any such regulation or ruling, that
provision of the Plan shall be void and of no effect.
SPIEGEL, INC.
By:--------------------------------------
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