<PAGE> 1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from .......... to ..........
Commission file number 1-4879
------
DIEBOLD, INCORPORATED
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0183970
- -------------------------------- ----------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077
- ---------------------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 489-4000
- --------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
Common Shares, as of the latest practicable date.
Class Outstanding at April 28, 1997
----- -----------------------------
Common Shares $1.25 Par Value 68,951,480 Shares
- ------------------------------ ----------
-1-
<PAGE> 2
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Income -
Three Months Ended March 31, 1997 and 1996 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 8
ITEM 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 11
INDEX TO EXHIBITS 12
-2-
<PAGE> 3
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
(Unaudited)
March 31, December 31,
1997 1996
---------- -----------
<S> <C> <C>
ASSETS
------
Current assets
Cash and cash equivalents $ 33,607 $ 21,885
Short-term investments 41,748 43,249
Trade receivables 279,907 256,572
Inventories 119,812 109,432
Prepaid expenses and other current assets 54,271 56,385
--------- ---------
Total current assets 529,345 487,523
Securities and other investments 145,773 138,403
Property, plant and equipment, at cost 221,263 203,103
Less accumulated depreciation and amortization 109,863 107,169
--------- ---------
111,400 95,934
Finance receivables 37,824 38,099
Other assets 96,829 99,142
--------- ---------
$ 921,171 $ 859,101
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities
Accounts payable and other current liabilities $ 153,946 $ 159,126
Deferred income 111,448 69,094
--------- ---------
Total current liabilities 265,394 228,220
Bonds payable 5,800 --
Pensions 21,418 20,308
Postretirement benefits 21,974 21,863
Minority interest 15,923 13,140
Shareholders' equity
Preferred Shares, no par value, authorized
1,000,000 shares, none issued
Common Shares, par value $1.25, authorized
125,000,000 shares, issued 69,152,346 and
68,997,276 shares, respectively; outstanding 68,912,472
and 68,840,591 shares, respectively 86,440 86,246
Additional capital 33,045 28,110
Retained earnings 493,787 478,667
Treasury shares, at cost (239,874 and 156,685 shares, respectively) (11,849) (7,170)
Other (10,761) (10,283)
--------- ---------
Total shareholders' equity 590,662 575,570
--------- ---------
$ 921,171 $ 859,101
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-3-
<PAGE> 4
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
-------------------------------------------
(Unaudited)
(In thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
Net sales 1997 1996
------------ ----------
<S> <C> <C>
Products $ 171,760 $ 132,890
Services 92,848 82,996
--------- ---------
264,608 215,886
Cost of sales
Products 102,746 81,554
Services 69,503 60,516
--------- ---------
172,249 142,070
--------- ---------
Gross profit 92,359 73,816
Selling and administrative expense 43,553 37,110
Research, development and engineering expense 12,901 12,046
--------- ---------
56,454 49,156
--------- ---------
Operating profit 35,905 24,660
Investment income 4,507 4,035
Miscellaneous, net (1,670) (1,494)
Minority interest (2,783) (74)
--------- ---------
Income before taxes 35,959 27,127
Taxes on income 12,226 9,088
--------- ---------
Net income $ 23,733 $ 18,039
========= =========
Weighted average number of Common Shares outstanding 68,881 68,774
========= =========
Net income per Common Share $ 0.34 $ 0.26
========= =========
Cash dividends paid per Common Share $ 0.1250 $ 0.1133
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE> 5
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
---------- ---------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 23,733 $ 18,039
Adjustments to reconcile net income to cash
provided by operating activities:
Minority share of income 2,783 74
Depreciation and amortization 4,323 3,655
Other charges and amortization 3,362 2,597
Cash used by changes in certain
current assets and liabilities (41,729) (34,507)
Changes in deferred income 42,354 43,853
Other 7,798 5,883
-------- --------
Total adjustments 18,891 21,555
-------- --------
Net cash provided by operating activities 42,624 39,594
Cash flow from investing activities:
Proceeds from maturities of investments 11,569 8,510
Payments for purchases of investments (19,022) (16,067)
Capital expenditures (19,907) (4,828)
Increase in certain other assets (1,178) (1,166)
Other (1) 89
-------- --------
Net cash used by investing activities (28,539) (13,462)
Cash flow from financing activities:
Dividends paid (8,613) (7,798)
Proceeds from issuance of Common Shares 450 1,683
Proceeds from long-term borrowings 5,800 --
-------- --------
Net cash used by financing activities (2,363) (6,115)
-------- --------
Increase in cash and cash equivalents 11,722 20,017
Cash and cash equivalents at the beginning of the period 21,885 15,698
-------- --------
Cash and cash equivalents at the end of the period $ 33,607 $ 35,715
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-5-
<PAGE> 6
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
(Dollars in thousands)
1. The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal
recurring adjustments), which are, in the opinion of management, necessary
for a fair statement of the results for the interim periods. The condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto together with
management's discussion and analysis of financial condition and results of
operations contained in the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996. In addition, the Registrant's statements
in this Form 10-Q report may be considered forward-looking and involve
risks and uncertainties that could significantly impact expected results.
A discussion of these risks and uncertainties is contained in the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1996. The results of operations for the three month period ended March 31,
1997 are not necessarily indicative of results to be expected for the full
year.
2. The Net income per Common Share computations in the condensed consolidated
statements of income are based on the weighted average number of shares
outstanding during each period reported. On January 30, 1997, the Board of
Directors declared a three-for-two stock split effected in the form of a
stock dividend, distributed on February 19, 1997, to shareholders of
record on February 7, 1997. Accordingly, all numbers of Common Shares,
except authorized shares and treasury shares, and all per share data have
been restated to reflect this stock split.
<TABLE>
<CAPTION>
3. Inventory detail at: March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
Finished goods and
service parts $ 45,778 $ 40,348
Work in process 73,874 68,967
Raw materials 160 117
--------- ---------
Total inventory $ 119,812 $ 109,432
========= =========
</TABLE>
4. The Registrant has reclassified the presentation of certain prior-year
information to conform with the current presentation format.
-6-
<PAGE> 7
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 1O-Q
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
As of March 31, 1997
(Unaudited)
(Dollars in thousands except for per share data)
Changes in Financial Condition
- ------------------------------
The balance sheet of the Registrant continued to reflect a strong financial
position at March 31, 1997. Cash, cash equivalents and short-term investments
increased to $75,355 at March 31, 1997 compared to $65,134 at December 31, 1996.
These assets along with securities and other investments accounted for 24% of
total assets at March 31, 1997 and December 31, 1996, respectively. Securities
and other investments consist principally of tax-free municipal bonds, preferred
stock, and other investments.
Future capital expenditures and increases in working capital are expected to be
financed primarily through internally generated funds. The Registrant's
investment portfolio is available for any funding needs if required. External
financing is also available if needed through the Registrant's lines of credit.
At March 31, 1997, the Registrant had unused lines of credit approximating
$40,000 and the Registrant is not restricted as to the use of funds borrowed
under these credit agreements. Therefore, such commitments represent an
additional and immediate source of liquidity. During the first quarter of 1997,
the Registrant issued Industrial Development Revenue Bonds to finance the
construction of the Danville, Virginia manufacturing facility. The Company's
strong financial position enhances its ability to obtain additional funds if
required.
Shareholders' equity per Common Share at March 31, 1997 improved to $8.57 from
$8.36 at December 31, 1996. The first quarter cash dividend of $0.125 per share
was paid on March 28, 1997 to shareholders of record on March 7, 1997. On April
16, 1997 the second quarter cash dividend of $0.125 per share was declared
payable on June 6, 1997 to shareholders of record on May 16, 1997. Diebold,
Incorporated shares are listed on the New York Stock Exchange under the symbol
of DBD. The market price during the first three months of 1997 fluctuated within
the range of $36.375 and $44.875.
On April 24, 1997, the Registrant announced that its Board of Directors
authorized the repurchase of up to two million common shares of the
Registrant's stock in the open market. The timing and actual amount repurchased
will depend on prevailing share market prices and trading volume. The shares
that are acquired will be held as treasury shares and will be available for
general corporate purposes.
Results of Operations
- ---------------------
First Quarter 1997 Comparison to First Quarter 1996
- ---------------------------------------------------
Net sales for the first quarter of 1997 increased from the same period in 1996
by $48,722 or 23%. Total gross profit increased $18,543 or 25% over the first
quarter's performance in 1996. Product gross profit accounted for the majority
of this increase as the result of increased sales volume of self-service
terminals both domestically and internationally and continuing cost containment
efforts. Operating expenses increased $7,298 or 15% over the same period in 1996
largely due to higher selling expenses resulting from the increases in sales
volumes, expenditures from various new marketing programs and expenditures
related to the continuing research and development of new products. Operating
profit increased $11,245 or 46% over first quarter 1996's performance.
-7-
<PAGE> 8
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 1O-Q
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
As of March 31, 1997
(Unaudited / Dollars in thousands except for per share data)
The Registrant's backlog of unfilled orders was $232,558 at March 31, 1997,
compared to $182,680 at March 31, 1996, a $49,878 or 27% increase. The
Registrant believes, however, that order backlog information is not, by itself,
a meaningful indicator of future revenue streams. There are numerous factors
which influence the amount and timing of revenue recognized in future periods.
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
The Registrant's annual meeting of shareholders was held on April
16, 1997. Each matter voted upon at such meeting and the number of
shares cast for, against or withheld, and abstained are as follows:
1. Election of Directors
---------------------
<TABLE>
<CAPTION>
For Abstain
---------- --------
<S> <C> <C>
Louis V. Bockius III 61,815,692 270,979
Daniel T. Carroll 61,764,978 321,692
Richard L. Crandall 61,790,776 295,894
Donald R. Gant 61,428,560 658,110
L. Lindsey Halstead 61,810,872 275,799
Phillip B. Lassiter 61,815,090 271,580
John N. Lauer 61,817,124 269,546
Robert W. Mahoney 61,811,900 274,770
William F. Massy 61,816,019 270,651
Gregg A. Searle 61,811,273 275,397
W. R. Timken, Jr. 61,823,676 262,995
</TABLE>
2. Amendment and Restatement of 1991 Equity and Performance
--------------------------------------------------------
Incentive Plan
--------------
For: 51,881,088 Against: 9,585,816 Abstain: 619,766
3. Ratification of Appointment of KPMG Peat Marwick LLP as
-------------------------------------------------------
Independent Auditors for 1997
-----------------------------
For: 61,510,873 Against: 295,790 Abstain: 280,007
There were no broker non-votes.
-8-
<PAGE> 9
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1(i) Amended and Restated Articles of Incorporation of Diebold,
Incorporated -- incorporated by reference to Exhibit 3.1(i) of
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994.
3.1(ii) Code of Regulations -- incorporated by reference to Exhibit 4(c)
to Registrant's Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 33-32960.
3.2 Certificate of Amendment by Shareholders to Amended Articles of
Incorporation of Diebold, Incorporated -- incorporated by
reference to Exhibit 3.2 to Registrant's Form 10-Q for the quarter
ended March 31, 1996.
4. Rights Agreement dated as of February 10, 1989 between Diebold,
Incorporated and Ameritrust Company National Association --
incorporated by reference to Exhibit 2.1 to Registrant's
Registration Statement on Form 8-A dated February 10, 1989.
*10.1 Form of Employment Agreement as amended and restated as of
September 13, 1990 -- incorporated by reference to Exhibit 10.1 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990.
*10.2 Schedule of Certain Officers who are Parties to Employment
Agreements in the form of Exhibit 10.1 -- incorporated by
reference to Exhibit 10.2 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1996.
*10.3(i) Supplemental Retirement Benefit Agreement with William T. Blair --
incorporated by reference to Exhibit 10.3 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995.
*10.3(ii) Consulting Agreement with William T. Blair -- incorporated by
reference to Exhibit 10.3(ii) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996.
*10.5 Supplemental Employee Retirement Plan (as amended January 1, 1994)
-- incorporated by reference to Exhibit 10.5 of Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994.
10.6 Amended and Restated Partnership Agreement dated as of September
12, 1990 -- incorporated by reference to Exhibit 10 to
Registrant's Form 8-K dated September 26, 1990.
*10.7 1985 Deferred Compensation Plan for Directors of Diebold,
Incorporated -- incorporated by reference to Exhibit 10.7 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992.
*10.8 1991 Equity and Performance Incentive Plan as Amended and
Restated.
*10.9 Long-Term Executive Incentive Plan -- incorporated by reference to
Exhibit 10.9 of Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993.
*10.10 1992 Deferred Incentive Compensation Plan (as amended and restated
as of July 1, 1993) -- incorporated by reference to Exhibit 10.10
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.
* Reflects management contract or other compensatory arrangement.
-9-
<PAGE> 10
*10.11 Annual Incentive Plan -- incorporated by reference to Exhibit 10.11
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992.
*10.12 Employment Agreement with Robert P. Barone -- incorporated by
reference to Exhibit 10.12 to Registrant's Form 10-Q for the
quarter ended September 30, 1994.
*10.13 Forms of Deferred Compensation Agreement and Amendment No. 1 to
Deferred Compensation Agreement -- incorporated by reference to
Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996.
27. Financial Data Schedule.
(b) Reports on Form 8-K.
No reports have been filed by the Registrant on Form 8-K during the
period covered by this report.
* Reflects management contract or other compensatory arrangement.
-10-
<PAGE> 11
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DIEBOLD, INCORPORATED
--------------------------------------
(Registrant)
Date: April 30, 1997 By: /s/ Robert W. Mahoney
--------------- ------------------------------
Robert W. Mahoney
Chairman of the Board and
Chief Executive Officer
Date: April 30, 1997 By: /s/ Gerald F. Morris
--------------- ------------------------------
Gerald F. Morris
Executive Vice President and
Chief Financial Officer
(Principal Accounting and
Financial Officer)
-11-
<PAGE> 12
DIEBOLD, INCORPORATED
FORM 10-Q
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
- ----------- --------
<S> <C> <C>
3.1 (i) Amended and Restated Articles of Incorporation of Diebold,
Incorporated -- incorporated by reference to Exhibit 3.1(i) of
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994. --
3.1 (ii) Code of Regulations -- incorporated by reference to Exhibit 4(c) to
Registrant's Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 33-32960. --
3.2 Certificate of Amendment by Shareholders to Amended Articles of
Incorporation of Diebold, Incorporated -- incorporated by reference to
Exhibit 3.2 to Registrant's Form 10-Q for the quarter ended March 31, 1996. --
4. Rights Agreement dated as of February 10, 1989 between Diebold,
Incorporated and Ameritrust Company National Association --
incorporated by reference to Exhibit 2.1 to Registrant's
Registration Statement on Form 8-A dated February 10, 1989. --
10.1 Form of Employment Agreement as amended and restated as of
September 13, 1990 -- incorporated by reference to Exhibit
10.1 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1990. --
10.2 Schedule of Certain Officers who are Parties to Employment
Agreements in the form of Exhibit 10.1 -- incorporated by
reference to Exhibit 10.2 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996. --
10.3 (i) Supplemental Retirement Benefit Agreement with William T. Blair --
incorporated by reference to Exhibit 10.3 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995. --
10.3 (ii) Consulting Agreement with William T. Blair --
incorporated by reference to Exhibit 10.3(ii) to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996. --
</TABLE>
-12-
<PAGE> 13
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
- ----------- --------
<S> <C> <C>
10.5 Supplemental Employee Retirement Plan (as amended January 1,
1994) -- incorporated by reference to Exhibit 10.5 of
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994. --
10.6 Amended and Restated Partnership Agreement dated as of
September 12, 1990 -- incorporated by reference to Exhibit 10
to Registrant's Form 8-K dated September 26, 1990. --
10.7 1985 Deferred Compensation Plan for Directors of Diebold,
Incorporated -- incorporated by reference to Exhibit 10.7
to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. --
10.8 1991 Equity and Performance Incentive Plan as Amended and Restated. 14
10.9 Long-Term Executive Incentive Plan -- incorporated by reference to
Exhibit 10.9 of Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993. --
10.10 1992 Deferred Incentive Compensation Plan (as amended and
restated as of July 1, 1993) -- incorporated by reference to
Exhibit 10.10 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993. --
10.11 Annual Incentive Plan -- incorporated by reference to Exhibit 10.11
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992. --
10.12 Employment Agreement with Robert P. Barone -- incorporated by
reference to Exhibit 10.12 to Registrant's Form 10-Q for the
quarter ended September 30, 1994. --
10.13 Forms of Deferred Compensation Agreement and Amendment No. 1
to Deferred Compensation Agreement -- incorporated by reference to
Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996. --
27. Financial Data Schedule. 15
</TABLE>
-13-
<PAGE> 1
EXHIBIT 10.8
DIEBOLD, INCORPORATED
1991 EQUITY AND PERFORMANCE INCENTIVE PLAN
AS AMENDED AND RESTATED
1. PURPOSE. The purpose of the 1991 Amended and Restated Equity and
Performance Incentive Plan (the "Plan") is to attract and retain directors,
officers and key employees for Diebold, Incorporated (the "Corporation") and its
Subsidiaries and to provide to such persons incentives and rewards for superior
performance.
2. DEFINITIONS. As used in this Plan,
"Annual Meeting" means the annual meeting of shareholders of
the Corporation.
"Appreciation Right" means a right granted pursuant to Section
5 of this Plan.
"Board" means the Board of Directors of the Corporation and,
to the extent of any delegation by the Board to a committee (or subcommittee
thereof) pursuant to Section 17 of this Plan, such committee (or subcommittee
thereof).
"Change in Control" shall have the meaning provided in Section
12 of this Plan.
"Code" means the Internal Revenue Code of 1986, as amended
from time to time.
"Common Shares" means shares of common stock, $1.25 par value
per share, of the Corporation or any security into which such Common Shares may
be changed by reason of any transaction or event of the type referred to in
Section 11 of this Plan.
"Covered Employee" means a Participant who is, or is
determined by the Board to be likely to become, a "covered employee" within the
meaning of Section 162(m) of the Code (or any successor provision).
"Date of Grant" means the date specified by the Board on which
a grant of Option Rights, Appreciation Rights, Performance Shares or Performance
Units or a grant or sale of Restricted Shares or Deferred Shares shall become
effective (which date shall not be earlier than the date on which the Board
takes action with respect thereto) and shall also include the date on which a
grant of Option Rights to a Non-Employee Director becomes effective pursuant to
Section 9 of this Plan.
-14-
<PAGE> 2
"Deferral Period" means the period of time during which
Deferred Shares are subject to deferral limitations under Section 7 of this
Plan.
"Deferred Shares" means an award made pursuant to Section 7 of
this Plan of the right to receive Common Shares at the end of a specified
Deferral Period.
"Designated Subsidiary" means a Subsidiary that is (i) not a
corporation or (ii) a corporation in which at the time the Corporation owns or
controls, directly or indirectly, less than 80 percent of the total combined
voting power represented by all classes of stock issued by such corporation.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as such law, rules and
regulations may be amended from time to time.
"Incentive Stock Options" means Option Rights that are
intended to qualify as "incentive stock options" under Section 422 of the Code
or any successor provision.
"Management Objectives" means the measurable performance
objective or objectives established pursuant to this Plan for Participants who
have received grants of Performance Shares or Performance Units or, when so
determined by the Board, Option Rights, Appreciation Rights, Restricted Shares
and dividend credits pursuant to this Plan. Management Objectives may be
described in terms of Corporation-wide objectives or objectives that are related
to the performance of the individual Participant or of the Subsidiary, division,
department, region or function within the Corporation or Subsidiary in which the
Participant is employed. The Management Objectives may be made relative to the
performance of other corporations. The Management Objectives applicable to any
award to a Covered Employee shall be based on specified levels of or growth in
one or more of the following criteria:
1. earnings;
2. earnings per share (earnings per share will be
calculated without regard to any change in accounting
standards that may be required by the Financial
Accounting Standards Board after the goal is
established);
3. share price;
4. total shareholder return;
5. return on invested capital, equity, or assets;
6. operating earnings;
7. sales growth;
8. productivity improvement;
Except in the case of a Covered Employee, if the Board
determines that a change in the business, operations, corporate structure or
capital structure of the Corporation, or the manner in which it conducts its
business, or other events or circumstances render the Management Objectives
unsuitable, the Board may in its discretion modify such Management Objectives or
the related minimum acceptable level of achievement, in whole or in part, as the
Board deems appropriate and equitable.
"Market Value per Share" means, as of any particular date, the
fair market value of the Common Shares as determined by the Board.
<PAGE> 3
"Non-Employee Director" means a Director of the Corporation
who is not an employee of the Corporation or any Subsidiary.
"Optionee" means the optionee named in an agreement evidencing
an outstanding Option Right.
"Option Price" means the purchase price payable on exercise of
an Option Right.
"Option Right" means the right to purchase Common Shares upon
exercise of an option granted pursuant to Section 4 or Section 9 of this Plan.
"Participant" means a person who is selected by the Board to
receive benefits under this Plan and who is at the time an officer, or other key
employee of the Corporation or any one or more of its Subsidiaries, or who has
agreed to commence serving in any of such capacities within 90 days of the Date
of Grant, and shall also include each Non-Employee Director who receives an
award of Option Rights pursuant to Section 9 of this Plan; PROVIDED, HOWEVER,
that for purposes of Sections 4, 5, 7 and 8 of this Plan, Participant shall not
include such Non-Employee Director.
"Performance Period" means, in respect of a Performance Share
or Performance Unit, a period of time established pursuant to Section 8 of this
Plan within which the Management Objectives relating to such Performance Share
or Performance Unit are to be achieved.
"Performance Share" means a bookkeeping entry that records the
equivalent of one Common Share awarded pursuant to Section 8 of this Plan.
"Performance Unit" means a bookkeeping entry that records a
unit equivalent to $1.00 awarded pursuant to Section 8 of this Plan.
"Reload Option Rights" means additional Option Rights granted
automatically to an Optionee upon the exercise of Option Rights pursuant to
Section 4(f) of this Plan.
"Restricted Shares" means Common Shares granted or sold
pursuant to Section 6 or Section 9 of this Plan as to which neither the
substantial risk of forfeiture nor the prohibition on transfers referred to in
such Section 6 has expired.
"Rule l6b-3" means Rule 16b-3 of the Securities and Exchange
Commission (or any successor rule to the same effect) as in effect from time to
time.
"Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations thereunder, as such law, rules and regulations may
be amended from time to time.
"Spread" means the excess of the Market Value per Share of the
Common Shares on the date when an Appreciation Right is exercised, or on the
date when Option Rights are surrendered in payment of the Option Price of other
Option Rights, over the Option Price provided for in the related Option Right.
<PAGE> 4
"Subsidiary" means a corporation, company or other entity (i)
more than 50 percent of whose outstanding shares or securities (representing the
right to vote for the election of directors or other managing authority) are, or
(ii) which does not have outstanding shares or securities (as may be the case in
a partnership, joint venture or unincorporated association), but more than 50
percent of whose ownership interest representing the right generally to make
decisions for such other entity is, now or hereafter, owned or controlled,
directly or indirectly, by the Corporation except that for purposes of
determining whether any person may be a Participant for purposes of any grant of
Incentive Stock Options, "Subsidiary" means any corporation in which at the time
the Corporation owns or controls, directly or indirectly, more than 50 percent
of the total combined voting power represented by all classes of stock issued by
such corporation.
"Voting Shares" means at any time, the then-outstanding
securities entitled to vote generally in the election of directors of the
Corporation.
3. SHARES AVAILABLE UNDER THE PLAN. (a) Subject to adjustment as
provided in Section 11 of this Plan, the number of Common Shares that may be
issued or transferred (i) upon the exercise of Option Rights or Appreciation
Rights, (ii) as Restricted Shares and released from substantial risks of
forfeiture thereof, (iii) as Deferred Shares, (iv) in payment of Performance
Shares or Performance Units that have been earned, (v) as awards to Non-
Employee Directors or (vi) in payment of dividend equivalents paid with respect
to awards made under the Plan shall not exceed in the aggregate 6,265,313 shares
(3,265,313 of which were approved in 1991 and 3,000,000 of which are being added
by this Amendment and Restatement) plus any shares relating to awards that
expire or are forfeited or cancelled. Such shares may be shares of original
issuance or treasury shares or a combination of the foregoing. Upon the payment
of any Option Price by the transfer to the Corporation of Common Shares or upon
satisfaction of any withholding amount by means of transfer or relinquishment of
Common Shares, there shall be deemed to have been issued or transferred under
this Plan only the net number of Common Shares actually issued or transferred by
the Corporation.
(b) Notwithstanding anything in this Section 3, or elsewhere
in this Plan, to the contrary, the aggregate number of Common Shares actually
issued or transferred by the Corporation upon the exercise of Incentive Stock
Options shall not exceed 6,265,313 shares. Further, no Participant shall be
granted Option Rights for more than 200,000 Common Shares during any calendar
year, subject to adjustments as provided in Section 11 of this Plan.
(c) Upon payment in cash of the benefit provided by any award
granted under this Plan, any shares that were covered by that award shall again
be available for issue or transfer hereunder.
(d) Notwithstanding any other provision of this Plan to the
contrary, in no event shall any Participant in any calendar year receive more
than 200,000 Appreciation Rights, subject to adjustments as provided in Section
11 of this plan.
(e) Notwithstanding any other provision of this Plan to the
contrary, in no event shall any Participant in any calendar year receive more
than 200,000 Restricted Shares or 200,000 Deferred Shares, subject to
adjustments as provided in Section 11 of this Plan.
<PAGE> 5
(f) Notwithstanding any other provision of this Plan to the
contrary, in no event shall any Participant in any calendar year receive an
award of Performance Shares or Performance Units having an aggregate maximum
value as of their respective Dates of Grant in excess of $3,000,000.
4. OPTION RIGHTS. The Board may, from time to time and upon such terms
and conditions as it may determine, authorize the granting to Participants of
options to purchase Common Shares. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the requirements, contained in
the following provisions:
(a) Each grant shall specify the number of Common Shares to
which it pertains subject to the limitations set forth in Section 3 of this
plan.
(b) Each grant shall specify an Option Price per share, which
may be equal to or more or less than (but not less than 85 percent of) the
Market Value per Share on the Date of Grant, except that the Option Price per
share for any Incentive Stock Option shall not be less than 100 percent of the
Market Value per Share on the Date of Grant.
(c) Each grant shall specify whether the Option Price shall be
payable (i) in cash or by check acceptable to the Corporation, (ii) by the
actual or constructive transfer to the Corporation of nonforfeitable,
unrestricted Common Shares owned by the Optionee (or other consideration
authorized pursuant to subsection (d) below) having a value at the time of
exercise equal to the total Option Price, or (iii) by a combination of such
methods of payment.
(d) The Board may determine, at or after the Date of Grant,
that payment of the Option Price of any option (other than an Incentive Stock
Option) may also be made in whole or in part in the form of Restricted Shares or
other Common Shares that are forfeitable or subject to restrictions on transfer,
Deferred Shares, Performance Shares (based, in each case, on the Market Value
per Share on the date of exercise), other Option Rights (based on the Spread on
the date of exercise) or Performance Units. Unless otherwise determined by the
Board at or after the Date of Grant, whenever any Option Price is paid in whole
or in part by means of any of the forms of consideration specified in this
paragraph, the Common Shares received upon the exercise of the Option Rights
shall be subject to such risks of forfeiture or restrictions on transfer as may
correspond to any that apply to the consideration surrendered, but only to the
extent of (i) the number of shares or Performance Shares, (ii) the Spread of any
unexercisable portion of Option Rights, or (iii) the stated value of Performance
Units surrendered.
(e) Any grant may provide for deferred payment of the Option
Price from the proceeds of sale through a bank or broker on a date satisfactory
to the Corporation of some or all of the shares to which such exercise relates.
(f) Any grant may, at or after the Date of Grant, provide for
the automatic grant of Reload Option Rights to an Optionee upon the exercise of
Option Rights (including Reload Option Rights) using Common Shares or other
consideration specified in paragraph (d) above. Reload Option Rights shall cover
up to the number of Common Shares, Deferred Shares, Option Rights or Performance
Shares (or the number of Common Shares having a value equal to the value of any
Performance Units) surrendered to the Corporation upon any
<PAGE> 6
such exercise in payment of the Option Price or to meet any withholding
obligations. Reload Options may have an Option Price that is no less than that
which represents the same percentage of the Market Value per Share at the time
of exercise of the Option Rights that the per share Option Price represented of
the Market Value per Share at the time the Option Rights being exercised were
granted and shall be on such other terms as may be specified by the Directors,
which may be the same as or different from those of the original Option Rights.
(g) Successive grants may be made to the same Participant
whether or not any Option Rights previously granted to such Participant remain
unexercised.
(h) Each grant shall specify the period or periods of
continuous service by the Optionee with the Corporation or any Subsidiary which
is necessary before the Option Rights or installments thereof will become
exercisable and may provide for the earlier exercise of such Option Rights in
the event of a Change in Control or other similar transaction or event.
(i) Any grant of Option Rights may specify Management
Objectives that must be achieved as a condition to the exercise of such rights.
(j) Option Rights granted under this Plan may be (i) options,
including, without limitation, Incentive Stock Options, that are intended to
qualify under particular provisions of the Code, (ii) options that are not
intended so to qualify, or (iii) combinations of the foregoing.
(k) The Board may, at or after the Date of Grant of any Option
Rights (other than Incentive Stock Options), provide for the payment of dividend
equivalents to the Optionee on either a current or deferred or contingent basis
or may provide that such equivalents shall be credited against the Option Price.
(l) The exercise of an Option Right shall result in the
cancellation on a share-for-share basis of any related Appreciation Right
authorized under Section 5 of this Plan.
(m) No Option Right shall be exercisable more than 10 years
from the Date of Grant.
(n) Each grant of Option Rights shall be evidenced by an
agreement executed on behalf of the Corporation by an officer and delivered to
the Optionee and containing such terms and provisions, consistent with this
Plan, as the Board may approve.
5. APPRECIATION RIGHTS. The Board may also authorize the granting to
any Optionee of Appreciation Rights in respect of Option Rights granted
hereunder at any time prior to the exercise or termination of such related
Option Rights; PROVIDED, HOWEVER, that an Appreciation Right awarded in relation
to an Incentive Stock Option must be granted concurrently with such Incentive
Stock Option. An Appreciation Right shall be a right of the Optionee,
exercisable by surrender of the related Option Right, to receive from the
Corporation an amount determined by the Board, which shall be expressed as a
percentage of the Spread (not exceeding 100 percent) at the time of exercise.
Each such grant may utilize
<PAGE> 7
any or all of the authorizations, and shall be subject to all of the
requirements, contained in the following provisions:
(a) Any grant may specify that the amount payable on exercise
of an Appreciation Right may be paid by the Corporation in cash, in Common
Shares or in any combination thereof and may either grant to the Optionee or
retain in the Board the right to elect among those alternatives.
(b) Any grant may specify that the amount payable on exercise
of an Appreciation Right may not exceed a maximum specified by the Board at the
Date of Grant.
(c) Any grant may specify waiting periods before exercise and
permissible exercise dates or periods and shall provide that no Appreciation
Right may be exercised except at a time when the related Option Right is also
exercisable and at a time when the Spread is positive.
(d) Any grant may specify that such Appreciation Right may be
exercised only in the event of a Change in Control or other similar transaction
or event.
(e) Each grant of Appreciation Rights shall be evidenced by a
notification executed on behalf of the Corporation by an officer and delivered
to and accepted by the Optionee, which notification shall describe such
Appreciation Rights, identify the related Option Rights, state that such
Appreciation Rights are subject to all the terms and conditions of this Plan,
and contain such other terms and provisions, consistent with this Plan, as the
Board may approve.
(f) Any grant of Appreciation Rights may specify Management
Objectives that must be achieved as a condition of the exercise of such rights.
6. RESTRICTED SHARES. The Board may also authorize the grant or sale to
Participants of Restricted Shares. Each such grant or sale may utilize any or
all of the authorizations, and shall be subject to all of the requirements,
contained in the following provisions:
(a) Each such grant or sale shall constitute an immediate
transfer of the ownership of Common Shares to the Participant in consideration
of the performance of services, entitling such Participant to voting, dividend
and other ownership rights, but subject to the substantial risk of forfeiture
and restrictions on transfer hereinafter referred to.
(b) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is less
than Market Value per Share at the Date of Grant.
(c) Each such grant or sale shall provide that the Restricted
Shares covered by such grant or sale shall be subject, except (if the Board
shall so determine) in the event of a Change in Control or other similar
transaction or event, for a period of not less than 3 years to be determined by
the Board at the Date of Grant, to a "substantial risk of forfeiture" within the
meaning of Section 83 of the Code.
<PAGE> 8
(d) Each such grant or sale shall provide that during the
period for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Shares shall be prohibited or restricted in
the manner and to the extent prescribed by the Board at the Date of Grant (which
restrictions may include, without limitation, rights of repurchase or first
refusal in the Corporation or provisions subjecting the Restricted Shares to a
continuing substantial risk of forfeiture in the hands of any transferee).
(e) Any grant of Restricted Shares may specify Management
Objectives which, if achieved, will result in termination or early termination
of the restrictions applicable to such shares and each grant may specify in
respect of such specified Management Objectives, a minimum acceptable level of
achievement and shall set forth a formula for determining the number of
Restricted Shares on which restrictions will terminate if performance is at or
above the minimum level, but falls shot of full achievement of the specified
Management Objectives.
(f) Any such grant or sale of Restricted Shares may require
that any or all dividends or other distributions paid thereon during the period
of such restrictions be automatically deferred and reinvested in additional
Restricted Shares, which may be Subject to the same restrictions as the
underlying award.
(g) Each grant or sale of Restricted Shares shall be evidenced
by an agreement executed on behalf of the Corporation by any officer and
delivered to and accepted by the Participant and shall contain such terms and
provisions, consistent with this Plan, as the Board may approve. Unless
otherwise directed by the Board, all certificates representing Restricted Shares
shall be held in custody by the Corporation until all restrictions thereon shall
have lapsed, together with a stock power executed by the Participant in whose
name such certificates are registered, endorsed in blank and covering such
Shares.
7. DEFERRED SHARES. The Board may also authorize the granting or sale
of Deferred Shares to Participants. Each such grant or sale may utilize any or
all of the authorizations, and shall be subject to all of the requirements
contained in the following provisions:
(a) Each such grant or sale shall constitute the agreement by
the Corporation to deliver Common Shares to the Participant in the future in
consideration of the performance of services, but subject to the fulfillment of
such conditions during the Deferral Period as the Board may specify.
(b) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant that is less
than the Market Value per Share at the Date of Grant.
(c) Each such grant or sale shall be subject, except (if the
Board shall so determine) in the event of a Change in Control or other similar
transaction or event, to a Deferral Period of not less than 3 years, as
determined by the Board at the Date of Grant.
(d) During the Deferral Period, the Participant shall have no
right to transfer any rights under his or her award and shall have no rights of
ownership in the Deferred Shares and shall have no right to vote them, but the
Board may, at or after the Date
<PAGE> 9
of Grant, authorize the payment of dividend equivalents on such Shares on either
a current or deferred or contingent basis, either in cash or in additional
Common Shares.
(e) Each grant or sale of Deferred Shares shall be evidenced
by an agreement executed on behalf of the Corporation by any officer and
delivered to and accepted by the Participant and shall contain such terms and
provisions, consistent with this Plan, as the Board may approve.
8. PERFORMANCE SHARES AND PERFORMANCE UNITS. The Board may also
authorize the granting of Performance Shares and Performance Units that will
become payable to a Participant upon achievement of specified Management
Objectives. Each such grant may utilize any or all of the authorizations, and
shall be subject to all of the requirements, contained in the following
provisions:
(a) Each grant shall specify the number of Performance Shares
or Performance Units to which it pertains, which number may be subject to
adjustment to reflect changes in compensation or other factors; PROVIDED,
HOWEVER, that no such adjustment shall be made in the case of a Covered
Employee.
(b) The Performance Period with respect to each Performance
Share or Performance Unit shall be such period of time (not less than 1 year,
except in the event of a Change in Control or other similar transaction or
event, if the Board shall so determine) commencing with the Date of Grant (as
shall be determined by the Board at the time of grant).
(c) Any grant of Performance Shares or Performance Units shall
specify Management Objectives which, if achieved, will result in payment or
early payment of the award, and each grant may specify in respect of such
specified Management Objectives a minimum acceptable level of achievement and
shall set forth a formula for determining the number of Performance Shares or
Performance Units that will be earned if performance is at or above the minimum
level, but falls short of full achievement of the specified Management
Objectives. The grant of Performance Shares or Performance Units shall specify
that, before the Performance Shares or Performance Units shall be earned and
paid, the Board must certify that the Management Objectives have been satisfied.
(d) Each grant shall specify a minimum acceptable level of
achievement in respect of the specified Management Objectives below which no
payment will be made and shall set forth a formula for determining the amount of
payment to be made if performance is at or above such minimum but short of full
achievement of the Management Objectives.
(e) Each grant shall specify the time and manner of payment of
Performance Shares or Performance Units which have been earned. Any grant may
specify that the amount payable with respect thereto may be paid by the
Corporation in cash, in Common Shares or in any combination thereof and may
either grant to the Participant or retain in the Board the right to elect among
those alternatives.
(f) Any grant of Performance Shares may specify that the
amount payable with respect thereto may not exceed a maximum specified by the
Board at the Date of Grant. Any grant of Performance Units may specify that the
amount payable or the number of
<PAGE> 10
Common Shares issued with respect thereto may not exceed maximums specified by
the Board at the Date of Grant.
(g) The Board may, at or after the Date of Grant of
Performance Shares, provide for the payment of dividend equivalents to the
holder thereof on either a current or deferred or contingent basis, either in
cash or in additional Common Shares.
(h) Each grant of Performance Shares or Performance Units
shall be evidenced by a notification executed on behalf of the Corporation by
any officer and delivered to and accepted by the Participant, which notification
shall state that such Performance Shares or Performance Units are subject to all
the terms and conditions of this Plan, and contain such other terms and
provisions, consistent with this Plan, as the Board may approve.
9. AWARDS TO NON-EMPLOYEE DIRECTORS. The Board may, from time to time
and upon such terms and conditions as it may determine, authorize the granting
to Non-Employee Directors of options to purchase Common Shares and may also
authorize the grant or sale of Restricted Shares to Non-Employee Directors.
(a) Each grant of Option Rights awarded pursuant to this
Section 9 shall be evidenced by an agreement in such form as shall be approved
by the Board, and shall be subject to the following additional terms and
conditions:
(i) Each grant shall specify the number of Common
Shares to which it pertains subject to the limitations set forth in Section 3 of
this plan.
(ii) Each grant shall specify an Option Price per
share, which may be equal to or more or less than (but not less than 85 percent
of) the Market Value per Share on the Date of Grant.
(iii) Each such Option Right shall become exercisable
to the extent of one-fourth of the number of shares covered thereby 1 year after
the Date of Grant and to the extent of an additional one-fourth of such shares
after each of the next 3 successive years thereafter. Such option rights shall
become exercisable in full immediately in the event of a Change in Control. Each
such Option Right granted under the Plan shall expire 5 years from the Date of
Grant and shall be subject to earlier termination as hereinafter provided.
(iv) In the event of the termination of service on
the Board by the holder of any such Option Rights, other than by reason of
disability or death as set forth in paragraph (d) hereof, the then outstanding
Option Rights of such holder may be exercised only to the extent that they were
exercisable on the date of such termination and shall expire 90 days after such
termination, or on their stated expiration date, whichever occurs first.
(v) In the event of the death or disability of the
holder of any such Option Rights, each of the then outstanding Option Rights of
such holder may be exercised at any time within one year after such death or
disability, but in no event after the expiration date of the term of such Option
Rights.
<PAGE> 11
(vi) If a Non-Employee Director subsequently becomes
an employee of the Corporation or a Subsidiary while remaining a member of the
Board, any Option Rights held under the Plan by such individual at the time of
such commencement of employment shall not be affected thereby.
(vii) Option Rights may be exercised by a
Non-Employee Director only upon payment to the Corporation in full of the Option
Price of the Common Shares to be delivered. Such payment shall be made in cash
or in Common Shares previously owned by the optionee for more than six months,
or in a combination of cash and such Common Shares.
(viii) Common Shares acquired upon the exercise of
these Option Rights may not be transferred for 1 year except in the case of the
Director's death, disability or other termination of service as a Director.
(b) Each grant or sale of Restricted Shares pursuant to this
Section 9 shall be upon terms and conditions consistent with Section 6 of this
Plan.
10. TRANSFERABILITY. (a) Except as otherwise determined by the Board,
no Option Right, Appreciation Right or other derivative security granted under
the Plan shall be transferable by an Optionee other than by will or the laws of
descent and distribution, except (in the case of a Participant who is not a
Director or officer of the Corporation) to a fully revocable trust of which the
Optionee is treated as the owner for federal income tax purposes. Except as
otherwise determined by the Board, Option Rights and Appreciation Rights shall
be exercisable during the Optionee's lifetime only by him or her or by his or
her guardian or legal representative. Notwithstanding the foregoing, the Board
in its sole discretion, may provide for transferability of particular awards
under this Plan so long as such provisions will not disqualify the exemption for
other awards under Rule 16b-3.
(b) The Board may specify at the Date of Grant that part or
all of the Common Shares that are (i) to be issued or transferred by the
Corporation upon the exercise of Option Rights or Appreciation Rights, upon the
termination of the Deferral Period applicable to Deferred Shares or upon payment
under any grant of Performance Shares or Performance Units or (ii) no longer
subject to the substantial risk of forfeiture and restrictions on transfer
referred to in Section 6 of this Plan, shall be subject to further restrictions
on transfer.
11. ADJUSTMENTS. The Board may make or provide for such adjustments in
the numbers of Common Shares covered by outstanding Option Rights, Appreciation
Rights, Deferred Shares, and Performance Shares granted hereunder, in the prices
per share applicable to such Option Rights and Appreciation Rights and in the
kind of shares covered thereby, as the Board, in its sole discretion, exercised
in good faith, may determine is equitably required to prevent dilution or
enlargement of the rights of Participants or Optionees that otherwise would
result from (a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Corporation, or
(b) any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Board, in its
discretion, may provide in
<PAGE> 12
substitution for any or all outstanding awards under this Plan such alternative
consideration as it, in good faith, may determine to be equitable in the
circumstances and may require in connection therewith the surrender of all
awards so replaced. The Board may also make or provide for such adjustments in
the numbers of shares specified in Section 3 of this Plan and in the number of
Option Rights to be granted automatically pursuant to Section 9 of this Plan as
the Board in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in this Section 11.
12. CHANGE IN CONTROL. For purposes of this Plan, a "Change in Control"
shall mean if at any time any of the following events shall have occurred:
(a) The Corporation is merged or consolidated or reorganized
into or with another corporation or other legal person, and as a result of such
merger, consolidation or reorganization less than a majority of the combined
voting power of the then-outstanding securities of such corporation or person
immediately after such transaction are held in the aggregate by the holders of
Voting Shares immediately prior to such transaction;
(b) The Corporation sells or otherwise transfers all or
substantially all of its assets to any other corporation or other legal person,
less than a majority of the combined voting power of the then-outstanding
securities of such corporation or person immediately after such sale or transfer
is held in the aggregate by the holders of Voting Shares immediately prior to
such sale or transfer;
(c) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated pursuant to the
Exchange Act, disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the
beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or
any successor rule or regulation promulgated under the Exchange Act) of
securities representing 20% or more of the Voting Shares;
(d) The Corporation files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule, form or report
or item therein) that a change in control of the Corporation has or may have
occurred or will or may occur in the future pursuant to any then-existing
contract or transaction; or
(e) If during any period of two consecutive years, individuals
who at the beginning of any such period constitute the Directors of the
Corporation cease for any reason to constitute at least a majority thereof,
unless the election, or the nomination for election by the Corporation's
shareholders, of each Director of the Corporation first elected during such
period was approved by a vote of at least two-thirds of the Directors of the
Corporation then still in office who were Directors of the Corporation at the
beginning of any such period.
(f) Notwithstanding the foregoing provisions of Section 12(c)
and (d) above, a "Change in Control" shall not be deemed to have occurred for
purposes of this Plan (i) solely because (A) the Corporation, (B) a Subsidiary
or (C) any Corporation-sponsored employee stock ownership plan or other employee
benefit plan of the Corporation, either files or becomes obligated to file a
report or proxy statement under or in response to Schedule 13D, Schedule 14D-1,
Form 8-K or Schedule 14A (or any successor schedule, form or report
<PAGE> 13
or item therein) under the Exchange Act, disclosing beneficial ownership by it
of shares of Voting Shares, whether in excess of 20% or otherwise, or because
the Corporation reports that a change of control of the Corporation has or may
have occurred or will or may occur in the future by reason of such beneficial
ownership or (ii) solely because of a change in control of any Subsidiary.
(g) Notwithstanding the foregoing provisions of this Section
12, if prior to any event described in paragraphs (a), (b), (c) or (d) of this
Section 12 instituted by any person who is not an officer or director of the
Corporation, or prior to any disclosed proposal instituted by any person who is
not an officer or director of the Corporation which could lead to any such
event, management proposes any restructuring of the Corporation which ultimately
leads to an event described in paragraphs (a), (b), (c) or (d) of this Section
12 pursuant to such management proposal, then a "Change in Control" shall not be
deemed to have occurred for purposes of this Plan.
13. FRACTIONAL SHARES. The Corporation shall not be required to issue
any fractional Common Shares pursuant to this Plan. The Board may provide for
the elimination of fractions or for the settlement of fractions in cash.
14. WITHHOLDING TAXES. To the extent that the Corporation is required
to withhold federal, state, local or foreign taxes in connection with any
payment made or benefit realized by a Participant or other person under this
Plan, and the amounts available to the Corporation for such withholding are
insufficient, it shall be a condition to the receipt of such payment or the
realization of such benefit that the Participant or such other person make
arrangements satisfactory to the Corporation for payment of the balance of such
taxes required to be withheld, which arrangements (in the discretion of the
Board) may include relinquishment of a portion of such benefit. The Corporation
and a Participant or such other person may also make similar arrangements with
respect to the payment of any taxes with respect to which withholding is not
required.
15. PARTICIPATION BY EMPLOYEES OF DESIGNATED SUBSIDIARIES. As a
condition to the effectiveness of any grant or award to be made hereunder to a
Participant who is an employee of a Designated Subsidiary, whether or not such
Participant is also employed by the Corporation or another Subsidiary, the Board
may require such Designated Subsidiary to agree to transfer to such employee
(when, as and if provided for under this Plan and any applicable agreement
entered into with any such employee pursuant to this Plan) the Common Shares
that would otherwise be delivered by the Corporation, upon receipt by such
Designated Subsidiary of any consideration then otherwise payable by such
Participant to the Corporation. Any such award shall be evidenced by an
agreement between the Participant and the Designated Subsidiary, in lieu of the
Corporation, on terms consistent with this Plan and approved by the Board and
such Designated Subsidiary. All such Common Shares so delivered by or to a
Designated Subsidiary shall be treated as if they had been delivered by or to
the Corporation for purposes of Section 3 of this Plan, and all references to
the Corporation in this Plan shall be deemed to refer to such Designated
Subsidiary, except for purposes of the definition of "Board" and except in other
cases where the context otherwise requires.
<PAGE> 14
16. FOREIGN EMPLOYEES. In order to facilitate the making of any grant
or combination of grants under this Plan, the Board may provide for such special
terms for awards to Participants who are foreign nationals or who are employed
by the Corporation or any Subsidiary outside of the United States of America as
the Board may consider necessary or appropriate to accommodate differences in
local law, tax policy or custom. Moreover, the Board may approve such
supplements to or amendments, restatements or alternative versions of this Plan
as it may consider necessary or appropriate for such purposes, without thereby
affecting the terms of this Plan as in effect for any other purpose, and the
Secretary or other appropriate officer of the Corporation may certify any such
document as having been approved and adopted in the same manner as this Plan. No
such special terms, supplements, amendments or restatements, however, shall
include any provisions that are inconsistent with the terms of this Plan as then
in effect unless this Plan could have been amended to eliminate such
inconsistency without further approval by the shareholders of the Corporation.
17. ADMINISTRATION OF THE PLAN. (a) This Plan shall be administered by
the Board, which may from time to time delegate all or any part of its authority
under this Plan to a committee of the Board (or subcommittee thereof),
consisting of not less than three Non-Employee Directors appointed by the Board
of Directors, each of whom shall be a "Non-Employee Director" within the
meaning of Rule 16b-3 and an "outside director" within the meaning of Section
162(m) of the Code. A majority of the committee (or subcommittee thereof) shall
constitute a quorum, and the action of the members of the committee (or
subcommittee thereof) present at any meeting at which a quorum is present, or
acts unanimously approved in writing, shall be the acts of the committee (or
subcommittee thereof).
(b) The interpretation and construction by the Board of any
provision of this Plan or of any agreement, notification or document evidencing
the grant of Option Rights, Appreciation Rights, Restricted Shares, Deferred
Shares, Performance Shares or Performance Units and any determination by the
Board pursuant to any provision of this Plan or of any such agreement,
notification or document shall be final and conclusive. No member of the Board
shall be liable for any such action or determination made in good faith.
18. AMENDMENTS, ETC. (a) The Board may at any time and from time to
time amend the Plan in whole or in part; PROVIDED, HOWEVER, that any amendment
which must be approved by the shareholders of the Corporation in order to comply
with applicable law or the rules of any national securities exchange upon which
the Common Shares are traded or quoted shall not be effective unless and until
such approval has been obtained. Presentation of the Plan or any amendment
thereof for shareholder approval shall not be construed to limit the
Corporation's authority to offer similar or dissimilar benefits in plans that do
not require shareholder approval.
(b) The Board also may permit Participants to elect to defer
the issuance of Common Shares or the settlement of awards in cash under the Plan
pursuant to such rules, procedures or programs as it may establish for purposes
of this Plan. The Board also may provide that deferred settlements include the
payment or crediting of dividend equivalents or interest on the deferral
amounts.
(c) The Board may condition the grant of any award or
combination of awards authorized under this Plan on the surrender or deferral by
the Participant of his or her
<PAGE> 15
right to receive a cash bonus or other compensation otherwise payable by the
Corporation or a Subsidiary to the Participant.
(d) In case of termination of employment by reason of death,
disability or normal or early retirement, or in the case of hardship or other
special circumstances, of a Participant who holds an Option Right or
Appreciation Right not immediately exercisable in full, or any Restricted Shares
as to which the substantial risk of forfeiture or the prohibition or restriction
on transfer has not lapsed, or any Deferred Shares as to which the Deferral
Period has not been completed, or any Performance Shares or Performance Units
which have not been fully earned, or who holds Common Shares subject to any
transfer restriction imposed pursuant to Section 10(b) of this Plan, the Board
may, in its sole discretion, accelerate the time at which such Option Right or
Appreciation Right may be exercised or the time at which such substantial risk
of forfeiture or prohibition or restriction on transfer will lapse or the time
when such Deferral Period will end or the time at which such Performance Shares
or Performance Units will be deemed to have been fully earned or the time when
such transfer restriction will terminate or may waive any other limitation or
requirement under any such award.
(e) This Plan shall not confer upon any Participant any right
with respect to continuance of employment or other service with the Corporation
or any Subsidiary, nor shall it interfere in any way with any right the
Corporation or any Subsidiary would otherwise have to terminate such
Participant's employment or other service at any time.
(f) To the extent that any provision of this Plan would
prevent any Option Right that was intended to qualify as an Incentive Stock
Option from qualifying as such, that provision shall be null and void with
respect to such Option Right. Such provision, however, shall remain in effect
for other Option Rights and there shall be no further effect on any provision of
this Plan.
19. TERMINATION. No grant (other than an automatic grant of Reload
Option Rights) shall be made under this Plan more than 10 years after the date
on which this Plan is first approved by the shareholders of the Corporation, but
all grants made on or prior to such date shall continue in effect thereafter
subject to the terms thereof and of this Plan.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED BALANCE SHEET AT MARCH 31, 1997 AND CONDENSED CONSOLIDATED
STATEMENTS OF INCOME FOR THE QUARTER ENDED MARCH 31, 1997 (UNAUDITED) AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 33,607
<SECURITIES> 41,748
<RECEIVABLES> 279,907
<ALLOWANCES> 0
<INVENTORY> 119,812
<CURRENT-ASSETS> 529,345
<PP&E> 221,263
<DEPRECIATION> 109,863
<TOTAL-ASSETS> 921,171
<CURRENT-LIABILITIES> 265,394
<BONDS> 5,800
<COMMON> 86,440
0
0
<OTHER-SE> 504,222
<TOTAL-LIABILITY-AND-EQUITY> 921,171
<SALES> 171,760
<TOTAL-REVENUES> 264,608
<CGS> 102,746
<TOTAL-COSTS> 172,249
<OTHER-EXPENSES> 56,454
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 35,959
<INCOME-TAX> 12,226
<INCOME-CONTINUING> 23,733
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,733
<EPS-PRIMARY> .34
<EPS-DILUTED> .34
</TABLE>
