<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE ADVEST GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-095044
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
90 State House Square, Hartford, Connecticut 06103
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(Address of Principal Executive Offices)
The Advest Group, Inc. Key Professionals Equity Plan
The Advest Group, Inc. 1996 Executive Equity Plan
The Advest Group, Inc. 1997 Executive Equity Plan
The Advest Group, Inc. 1997 Equity Plan
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(Full title of the plan)
Lee G. Kuckro, Esq.
Secretary and General Counsel
The Advest Group, Inc.
90 State House Square
Hartford, Connecticut 06103
(Name and address of agent for service)
(203) 509-1000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered1 per share2 price fee
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Common Stock, 700,000 shs.$10.375 $7,262,500 $2,200.76
$.01 par value
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1 Such shares are offered pursuant to the following equity
plans of The Advest Group, Inc.: 1997 Advest Equity Plan;
Key Professionals Equity Plan; 1996 Executive Equity Plan;
and the 1997 Executive Equity Plan.
2 Estimated pursuant to Rule 457(c) and Rule 457(h) solely for
the purposes of calculating the registration fee, and based on
the average of the high and low prices of a share of Common Stock
as reported in the consolidated reporting system on December 10,
1996
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to shares of Common
Stock, par value $.01 per share ("Common Stock"), which may be
purchased under the following equity plans of The Advest Group,
Inc.: 1997 Advest Equity Plan (the "1997 Equity Plan"); the Key
Professionals Equity Plan; 1996 Executive Equity Plan; and 1997
Executive Equity Plan. With respect to the 1997 Plan, this
Registration Statement includes (i) shares of Common Stock, par
value $.01 per share which may be purchased by participants under
1997 Plan and (ii) shares of common stock which may be purchased
by participants upon exercise of options issuable under the 1997
Plan.
Item 3. Incorporation of Documents by Reference.
The following documents filed by The Advest Group, Inc. (the
"Company") with the Securities and Exchange Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended
(the "1934 Act");
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1995, March 31, 1996, and June
30, 1996; and
(c) The description of the Company's Common Stock which is
contained in its registration statement on Form 8-A filed
under the 1934 Act, and any amendment or report filed under
the 1934 Act for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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Under Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL"), directors and officers as well as
other employees and individuals may be indemnified against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of a
corporation--a "derivative action") if they acted in good faith
and in a manner they reasonably believed to be in or not opposed
to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys'
fees) incurred in connection with defense of settlement of such
an action and the DGCL requires court approval before there can
be any indemnification where the person seeking indemnification
has been found liable to the corporation. Additionally, a
corporation is required to indemnify its directors and officers
against expenses to the extent that such directors or officers
have been successful on the merits or otherwise in any action,
suit or proceeding or in defense of any claim, issue or matter
therein.
Unless ordered by a court, an indemnification can be made by
a corporation only upon a determination that indemnification is
proper in the circumstances because the party seeking
indemnification has met the applicable standard of conduct as set
forth in Delaware law. The indemnification provided by Section
145 of the DGCL includes the right to be paid by the corporation
the expenses incurred in defending proceedings in advance of
their final disposition. Such advance payment of expenses,
however, may be made only upon delivery to the corporation by the
indemnified party of an undertaking to repay all amounts so
advanced if it shall ultimately be determined that the person
receiving such payments is not entitled to be indemnified.
The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred by Section 145 of the DGCL is not exclusive
of any other right which any person may have or acquire under any
statute, provision of the certificate of incorporation or bylaws,
or otherwise. In addition, Section 145 of the DGCL authorizes a
corporation to maintain insurance, at its expense, to protect
itself and any of its directors, officers, employees or agents
against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against
such expense, liability or loss under the DGCL.
The Company's Certificate of Incorporation permits
indemnification of directors and officers to the full extent
permitted by the DGCL. In addition, the Company currently
maintains an insurance policy insuring its officers and directors
against certain liabilities incident to their position with the
Company.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
4.1 Key Professionals Equity Plan (Incorporated by Reference to
Exhibit 10(g) to Registrant's Report on Form 10-Q for the quarter
ended June 30, 1996.)
4.2 Form of Executive Officer Restricted Stock and Stock Option
Agreement for 1996 (Incorporated by Reference to Exhibit 10(c)
to Registrant's Report on Form 10-Q for the quarter ended June
30, 1996.)
4.3 The Advest Group, Inc. 1997 Equity Plan
4.4 Form of First Supplement to Executive Officer 1996
Restricted Stock and Stock Option Agreement.
4.5 Form of Executive Officer Restricted Stock and Stock Option
Agreement for 1997
5 Opinion of David A. Horowitz, Esq., Assistant General
Counsel of the Company, with respect to the legality of the
Common Stock registered hereby
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Letter reaudited interim financial information
23.3 Consent of David A. Horowitz, Esq. (See Exhibit 5.)
24 Power of attorney (See Signature Pages.)
Item 9. Undertakings.
A. Undertaking to Update Annually
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:
<PAGE> -4-
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. Undertaking With Respect to Incorporating Subsequent
Exchange Act Documents By Reference
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 therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Undertaking With Respect to Indemnification of Directors,
Officers or Controlling Persons
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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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 Hartford, State of Connecticut on November 21, 1996.
THE ADVEST GROUP, INC.
By /s/ Allen Weintraub
----------------------
Allen Weintraub
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Each person whose signature appears below hereby constitutes
Allen Weintraub, Lee G. Kuckro and David A. Horowitz and each of
them singly, such person's true and lawful attorneys, with full
power to them and each of them to sign for such person and in
such person's name and capacity indicated below, any and all
amendments to this Registration Statement, hereby ratifying and
confirming such person's signature as it may be signed by said
attorneys to any and all amendments.
Signature Title Date
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/s/Allen Weintraub Chief Executive Officer November 21, 1996
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Allen Weintraub (Principal Executive Officer)
and Chairman of the Board
/s/Martin M. Lilienthal Senior Vice President November 21, 1996
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Martin M. Lilienthal and Treasurer (Chief Financial
and Principal Accounting
Officer)
/s/ George A. Boujoukos Director November 21, 1996
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George A. Boujoukos
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/s/ Sanford Cloud, Jr. Director November 21, 1996
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Sanford Cloud, Jr.
/s/ Richard G. Dooley Director November 21, 1996
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Richard G. Dooley
/s/ William B. Ellis Director November 21, 1996
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William B. Ellis
/s/ Robert W. Fiondella Director November 21, 1996
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Robert W. Fiondella
/s/ Grant Kurtz Director November 21, 1996
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Grant Kurtz
/s/ Anthony A. LaCroix Director November 21, 1996
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Anthony A. LaCroix
/s/ Barbara L. Pearce Director November 21, 1996
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Barbara L. Pearce
/s/ John A. Powers Director November 21, 1996
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John A. Powers
<PAGE> -8-
Exhibit 4.3
THE ADVEST GROUP, INC.
1997 EQUITY PLAN
The Advest Group, Inc. hereby establishes the 1997 Equity
Plan, for a select group of top performing account executives and
key employees. The purpose of the Plan is to further the long
term growth in earnings of the Company by offering incentives to
select Employees to compensate them for their contributions to
the Company's growth and profits, to encourage their ownership of
the Company's stock, and to encourage them to remain in the
employ of the Company.
ARTICLE I
DEFINITIONS
When used herein, each of the following terms shall have the
corresponding meaning set forth below unless a different meaning
is plainly required by the context in which a term is used.
Section 1.1. "Affiliate" means the Company's present or
future parent corporation, each of the present or future
subsidiaries of the Company, and any subsidiaries of the present
or future parent of the Company in which the parent holds a
controlling interest.
Section 1.2. "Beneficiary" means any person (including, but
not limited to, a Participant's estate) designated by a
Participant on a form provided or approved by the Committee to
receive any Stock or Options to which such Participant shall be
entitled upon such Participant's death in accordance with the
terms of the Plan. No designation of Beneficiary shall be
effective until filed with the Committee. If more than one
Beneficiary shall be designated, the Beneficiaries shall share
equally in any rights or interests of the Participant under the
Plan. If a Participant shall fail to file a valid designation
form, or if all persons designated on the designation form shall
have predeceased the Participant, the Company shall distribute
all of the Participant's Stock and Options to which he shall have
been entitled upon his death to such Participant's estate.
Section 1.3. "Board of Directors" means the Board of
Directors of the Company or the Executive Committee of such
Board.
Section 1.4. "Cause" shall be deemed to include any act of
dishonesty or fraud, gross negligence, gross insubordination or
willful or reckless conduct detrimental to the business of the
Company or an Affiliate.
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The Advest Group, Inc. 1997 Equity Plan Page 2
Section 1.5. "Change of Control" means a transfer or sale
of substantially all of the assets of the Company or merger or
consolidation of the Company into or with any other corporation
or entity that occurs after the Effective Date, provided either
(a) the other corporation or entity is engaged in the retail
securities brokerage business at the date of the transaction and
such transaction results in the Company not surviving such merger
or consolidation or (b) a substantial change in the senior
management of the Company occurs within six months as a result of
the transaction.
Section 1.6. "Code" means the Internal Revenue Code of
1986, as amended.
Section 1.7. "Committee" means an administrative committee
designated to administer this Plan in accordance with Article X.
Section 1.8. "Company" means The Advest Group, Inc. and any
successor thereto by merger, consolidation, purchase or
otherwise.
Section 1.9. "Compensation" means the amount of earnings
due to the Participant for the Deferral Period as defined by the
Company. Compensation shall include amounts contributed to a
Participant's account established under the Company's or an
Affiliate's 401(k) plan or The Advest Group, Inc.'s Deferred
Compensation Savings and Investment Plan, or any successor
plan(s).
Section 1.10. "Deferral Period" means the period beginning
on January 1, 1997 and ending on the earliest of: (a) the
termination of a Participant's employment with the Company or an
Affiliate, (b) the termination of the Plan in accordance with
Article IX, or (c) December 31, 1997.
Section 1.11. "Deferred Amount" or "Amount Deferred" means
that portion of a Participant's Compensation a Participant has
elected to receive in the form of Units in accordance with
Section 3.1.
Section 1.12. "Effective Date" means December 1, 1996.
Section 1.13. "Employee" means any person who is a common-
law employee of the Company or an Affiliate.
Section 1.14. "Options" means non-qualified stock options
to purchase shares of Stock that are not incentive stock options
under Section 422 of the Code and that are received as a part of
a Unit by Participants with Deferred Amounts.
Section 1.15. "Participant" means an Employee participating
in the Plan as provided in Article II.
<PAGE> -10-
The Advest Group, Inc. 1997 Equity Plan Page 3
Section 1.16. "Permanent Disability" means a mental or
physical condition which renders a Participant permanently unable
or incompetent to engage in any substantial gainful activity.
Section 1.17. "Plan" means "The Advest Group, Inc. 1997
Equity Plan".
Section 1.18. "Restricted Stock" means shares of Stock
subject to the restrictions set forth in Article IV that are
received as part of a Unit by Participants with Deferred Amounts.
Section 1.19. "Retirement" means the date a Participant
retires after attaining the age of fifty-five.
Section 1.20. "Stock" means the common stock of the
Company.
Section 1.21. "Unit" means a grouping consisting of one
share of Restricted Stock and one Option.
Section 1.22. "Unit Price" means the amount of Compensation
a Participant must elect to forego receiving in cash in order to
receive a Unit under the Plan. Such price shall be the closing
price per share of the Stock portion of the Unit on the Composite
Tape of the New York Stock Exchange on the day the Unit is
acquired.
ARTICLE II
ELIGIBILITY
Section 2.1. Participants. An Employee eligible to become
a Participant in this Plan for the Deferral Period is any
Employee who:
(a) is an account executive, other than an account
executive in the first 36 months of a recruitment loan
program (measured as of January 1, 1997), who is a
member of the Chairman's Council, the Advisory Council,
the President's Council, or the Associates' Council by
the standards the Company has set based upon levels of
achievement with respect to the last complete fiscal
year commencing prior to such Deferral Period; or
(b) is a key employee designated by the Chief
Executive Officer of the Company on a list provided by
the Chief Executive Officer to the Committee on or
before December 31, 1996 as eligible to participate in
the Plan ("Key Employees").
Notwithstanding the foregoing, Employees who are executive
officers shall not be eligible to participate in the Plan.
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The Advest Group, Inc. 1997 Equity Plan Page 4
Section 2.2. Duration of Participation. A Participant
shall cease to be a Participant on the earliest of: (a) the date
all restrictions with respect to Stock purchased hereunder lapse
and all Options purchased hereunder have terminated, (b) the date
such Stock and Options are forfeited in accordance with Section
4.3 or Section 5.5, or (c) the date the Plan is terminated in
accordance with Article IX.
Section 2.3. Reemployment. Reemployment of a former
Participant by the Company or an Affiliate shall not entitle such
individual to become a Participant in the Plan unless the
individual again becomes a Participant in accordance with Section
2.1, and reemployment of a former Participant by the Company or
an Affiliate shall not result in the restoration of any Stock or
Options previously forfeited by such Participant.
ARTICLE III
DEFERRAL
Section 3.1. Amount Deferred. During the Deferral Period:
(a) A Participants who is a member of the Chairman's
Council may elect to receive a minimum of 2.5% and a
maximum of 10% of his or her Compensation in the form
of Units.
(b) A Participant who is (i) a member of the Advisory
Council, (ii) a member of the President's Council, or
(iii) a Key Employee who had total compensation during
1996 of $125,000 or more, may elect to receive a
minimum of 2.5% and a maximum of 7.5% of his or her
Compensation in the form of Units.
(c) A Participant who is (i) a member of the
Associates' Council, or (ii) a Key Employee who had
total compensation during 1996 of less than $125,000,
may elect to receive a minimum of 1.5% and a maximum of
5% of his or her Compensation in the form of Units.
(d) In addition to the percentage elections set forth
above in clause (b) or (c), whichever may be
applicable, a salaried Key Employee who elects at least
the minimum level of investment may also elect to
receive a greater percentage, up to a maximum aggregate
of 100%, of his or her Compensation above base salary
in the form of Units, provided that at no time may the
amount of Compensation received in the form of Units
exceed the maximum permitted percentages of
Compensation specified in clause (b) or (c) above,
whichever may be applicable.
Notwithstanding the foregoing, no Participant may elect to
receive during the Deferral Period Units with an aggregate Unit
Price in excess of $50,000, and no further Units shall be
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The Advest Group, Inc. 1997 Equity Plan Page 5
acquired for Participants under the Plan if such acquisition
would cause the aggregate number of Units sold to exceed 400,000.
If, based upon Participant elections, the Committee anticipates
at the commencement of 1997 that these aggregate limit is likely
to be exceeded, the Committee may reduce the maximum percentage
investments in a manner it determines to be equitable to all
participants. Participants will be notified of any reduction
applicable to them by January 31, 1997.
Section 3.2. Receipt of Units. Amounts deferred hereunder
shall be withheld from a Participant's paycheck in periodic
installments. On the last business day of each month, the total
of a Participant's Deferred Amounts under Section 3.1 shall be
applied to acquire Units for such Participant at the then Unit
Price. No interest or other earnings shall accrue on amounts
deferred prior to acquisition of Units. Fractional units may be
acquired by a Participant; provided, that the Committee may
establish procedures to eliminate any fractional holdings of
Units held on behalf of Participants as of December 31, 1997 in a
manner equitable to all Participants.
Section 3.3. Stock Subject to Purchase. Shares of Stock
subject to purchase hereunder shall be previously issued shares
reacquired by the Company (including any shares forfeited under
this Plan).
ARTICLE IV
RESTRICTED STOCK
Section 4.1. Stock. All shares of Restricted Stock shall
be held in the name of The Advest Group, Inc. as escrow agent for
Participants.
Section 4.2. Restrictions. The shares of Restricted Stock
purchased hereunder shall be subject to the following
restrictions and conditions:
(a) Subject to the provisions of the Plan and the
Restricted Stock Agreements, during the period commencing on
the date of the acquisition of any shares of Restricted
Stock hereunder and terminating on January 1, 2001 (together
with any extensions of such period approved as provided
herein) (the "Restriction Period"), a Participant shall not
be permitted to sell, transfer, pledge or assign shares of
Restricted Stock acquired under the Plan. One year
extensions of the Restriction Period for Restricted Stock
purchased hereunder will be made at a Participant's
election, which election must be in writing on a form
provided by the Committee and must be made no later than one
year before the Restriction Period would otherwise
terminate; provided, however, that the Committee may at any
time determine that no additional extensions of Restricted
Periods will be effective.
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The Advest Group, Inc. 1997 Equity Plan Page 6
(b) A Participant shall have the right to direct the
vote of such Participant's shares of Restricted Stock during
the Restriction Period, in accordance with Section 4.4. A
Participant shall have the right to receive any regular
dividends on such shares of Restricted Stock. The Committee
shall in its sole discretion determine a Participant's
rights with respect to extraordinary dividends on the shares
of Restricted Stock.
(c) Shares of Restricted Stock shall be transferred to
a Participant's brokerage account with Advest, Inc. within a
reasonable time after, and only after, the Restriction
Period shall expire (or such earlier time as the
restrictions may lapse in accordance with Section 4.2(a) or
Section 4.3) without forfeiture in respect of such shares of
Restricted Stock.
Section 4.3. Termination of Employment. Subject to the
provisions of Section 4.2(a), the following provisions shall
apply to a Participant's shares of Restricted Stock prior to the
end of the Restriction Period (including extensions):
(a) Upon a Participant's death, Permanent Disability,
Retirement with the written consent of the President or the
Chief Executive Officer of the Company or the Affiliate by
which the Participant is employed, voluntary termination of
employment more than nine months after a Change of Control,
or involuntary termination of employment (other than a
termination for Cause), the restrictions on such
Participant's Restricted Stock shall immediately lapse, and
such shares shall be delivered to the Participant or the
Participant's designated Beneficiary, as the case may be,
within a reasonable time after the occurrence of any such
event.
(b) Upon a Participant's Retirement without the
written consent of the President or the Chief Executive
Officer of the Company or the Affiliate by which the
Participant is employed or voluntary termination of
employment within nine months of a Change of Control, the
Participant shall forfeit all of such Participant's shares
of Restricted Stock and receive in return, without interest,
a cash payment equal to (i) the lesser of: (1) the
aggregate Unit Price for such Restricted Stock, and (2) the
closing price per share of Stock on the Composite Tape of
the New York Stock Exchange on the Participant's date of
termination or Retirement, multiplied by (ii) the number of
shares of Restricted Stock owned by the Participant.
(c) If a Participant voluntarily terminates employment
(other than as set forth in subsections (a) or (b) of this
Section 4.3), is involuntarily terminated for Cause, or
retires prior to attaining the age of fifty-five, such
Participant shall forfeit such Participant's Restricted
Stock.
Section 4.4. Voting Rights. During the Restriction Period
the shares of Restricted Stock shall be voted by the Chairman of
the Committee, and the Chairman shall vote such
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The Advest Group, Inc. 1997 Equity Plan Page 7
shares in accordance with instructions received from
Participants. Shares as to which no instructions are received
shall be voted by the Chairman proportionately in accordance with
instructions received from Participants in the Plan.
ARTICLE V
OPTIONS
Section 5.1. Issuance. Options received as part of a Unit
shall be issued to the Participant (or the Participant's
designated Beneficiary in accordance with Section 5.5(c) below)
on July 1, 1997 and January 1, 1998, in each case with an
exercise price per share equal to the closing price per share on
the Composite Tape of the New York Stock Exchange on the last
business day prior to the issuance of the Options and covering
the purchase of a number of shares of Stock equal to the number
of shares of Restricted Stock acquired by the Participant during
the preceding six calendar months.
Section 5.2. Stock Option Agreement. Recipients of Options
shall enter into a Stock Option Agreement or Agreements with the
Company, in such form as the Committee shall determine, which
Agreement or Agreements shall set forth, among other things, the
exercise price or prices of the Options (or the formula for
determining such exercise price), the term of the Option and
provisions regarding exercisability of the Options granted
thereunder.
Section 5.3. Transfer Restrictions. Options are not
transferable other than by will or the laws of descent and
distribution. During the lifetime of a Participant, the Options
may be exercised only by the Participant.
Section 5.4. Exercise of Options. Options acquired
hereunder will vest and become exercisable on January 1, 2003
(unless earlier forfeited or terminated) and will remain
exercisable for a period of twenty-four months, until December
31, 2004. An Option shall not be exercisable unless payment in
full is made for the shares being acquired thereunder at the time
of exercise; such payment shall be made (a) in United States
dollars by cash or check, or (b) in lieu thereof, unless the
Committee shall in its sole discretion determine otherwise, by
tendering to the Company Stock owned by the person exercising the
Option (or owned by the person exercising the Option and his or
her spouse, jointly) and acquired more than six months prior to
such tender, and having a fair market value equal to the cash
exercise price applicable to such Option, such fair market value
to be determined in such reasonable manner as may be provided for
from time to time by the Committee or as may be required in order
to comply with or to conform to the requirements of any
applicable or relevant laws or regulations, or (c) by a
combination of United States dollars and Stock as aforesaid.
Section 5.5. Termination of Employment. An Option shall
not be exercisable unless the person exercising the Option has
been, at all times during the period beginning with the date of
purchase of the Option and ending on the date of such exercise,
an Employee of the Company, except that:
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The Advest Group, Inc. 1997 Equity Plan Page 8
(a) Upon a Participant's death, Permanent Disability,
Retirement with the written consent of the President or the
Chief Executive Officer of the Company or the Affiliate by
which such Participant is employed, voluntary termination of
employment more than nine months after a Change of Control,
or involuntary termination of employment (other than a
termination for Cause), the Options shall immediately vest
and shall be exercisable for a period of three months after
the Participant's termination of employment by the
Participant or the Participant's designated Beneficiary, as
the case may be.
(b) Upon a Participant's voluntary termination of
employment (other than as set forth in subsection (a) of
this Section 5.5), involuntary termination for Cause,
retirement prior to attaining the age of fifty-five, or
Retirement without the written consent of the President or
the Chief Executive Officer of the Company or the Affiliate
by which such Participant is employed, the Participant shall
forfeit such Participant's unvested Options.
(c) If a Participant shall have terminated employment
for any reason after the acquisition of Units hereunder but
prior to the issuance of the Option portion of such Units,
any Option acquired as part of the Unit shall be forfeited
as provided in subsection (b) of this Section 5.5.
ARTICLE VI
ELECTION
Section 6.1. Election. A Participant as defined in
Section 2.1 shall elect the Amount Deferred as defined in Section
3.1 for the Deferral Period on such forms as the Committee may
prescribe according to Section 10.2(h). Such election shall be
made by or on December 16, 1996 or such date as the Committee may
permit prior to the beginning of the Deferral Period.
Section 6.2. Change of Election. Following an election by
a Participant made pursuant to Section 6.1 to have an Amount
Deferred, such Participant at any time during the Deferral Period
may choose to discontinue all (but not less than all) Amounts
Deferred with respect to Compensation due to the Participant
during subsequent calendar quarters of the Deferral Period. Such
election shall be made on such form as the Committee may
prescribe and shall become effective as of the first day of the
calendar quarter following receipt of such form by the Committee.
ARTICLE VII
ADJUSTMENTS UPON A CHANGE IN COMMON STOCK
<PAGE> -16-
The Advest Group, Inc. 1997 Equity Plan Page 9
In the event of any change in the outstanding Stock of the
Company by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization,
combination or exchange of shares or other similar event if such
change equitably requires an adjustment in the number or kind of
shares that may be issued under the Plan, or in the number or
kind of shares subject to, or the option price per share under,
any outstanding Option which has been purchased by any
Participant, such adjustment shall be made by the Committee and
shall be conclusive and binding for all purposes of the Plan. In
no event shall the excess of the aggregate fair market value of
the Stock subject to the Options immediately after any
substitution, exchange or adjustment over the aggregate option
price for such Stock be more than the excess of the aggregate
fair market value of all of the Stock subject to the Option
immediately before any such substitution, exchange or adjustment
over the aggregate option price of such Stock nor shall the
adjusted Option give the holder thereof any additional benefits
he did not have under the old Option.
ARTICLE VIII
WITHHOLDING
In the event that the Company determines that it or an
Affiliate is required by law to withhold taxes at any time,
including, but not limited to, upon the exercise of an Option or
upon the vesting of shares of Restricted Stock, the Company shall
have the right to require a Participant to pay to the Company the
amount of taxes that the Company or Affiliate is required to
withhold or, in lieu thereof, (a) to retain, or sell without
notice, a sufficient number of shares of Restricted Stock held by
it for the Participant to cover the amount to be withheld, or (b)
to withhold the amount of such taxes from any other sums due or
to become due from the Company or an Affiliate to the Participant
upon such terms and conditions as the Committee shall prescribe.
ARTICLE IX
AMENDMENT AND TERMINATION
Section 9.1. Power to Amend. The Board of Directors may
amend, modify, change, or revise the Plan by amendment at any
time; provided, however, that (a) no amendment shall increase the
duties or liabilities of the Board of Directors or the Committee
without written consent of each member and (b) no amendment shall
be made without the written covenant of a Participant if the
effect of such amendment would reduce the rights of a Participant
with respect to Units acquired prior to the date of the
amendment.
Section 9.2. Plan Termination. The continuation of the
Plan is not assumed as a contractual obligation of the Company
and the right is reserved by the Company at any time to
discontinue the Plan. The Plan may be terminated by the Board of
Directors at any time, when in its judgment, business, financial
or other good causes make such termination
<PAGE> -17-
The Advest Group, Inc. 1997 Equity Plan Page 10
necessary or appropriate; such termination to become effective
upon the delivery of notice by the Board of Directors or the
Committee to the Participants.
ARTICLE X
ADMINISTRATION OF THE PLAN
Section 10.1. Authority and Responsibility of the
Committee. The Board of Directors shall appoint the members of a
Committee, which members shall hold office at the pleasure of the
Board of Directors. Said Committee shall consist of not less
than three nor more than eight members, any one or more of whom
may, but need not, be an officer of the Company. If there is at
any time a vacancy on the Committee for any reason, the Board of
Directors shall fill such vacancy, but the Committee may act
notwithstanding the existence of vacancies as long as there shall
continue to be at least two members of the Committee. The
Committee shall select a Chairman from among its members. The
Committee shall have overall responsibility for the
administration and operation of the Plan. The Committee will
have all powers as may be necessary to discharge its duties
hereunder.
Section 10.2. Committee Duties. The Committee, on behalf
of the Participants and all other Beneficiaries of the Plan, will
administer and operate the Plan in accordance with the terms of
the Plan and will have all powers necessary to accomplish that
purpose, including, but not limited to, the following:
(a) To issue rules and regulations necessary for the
proper conduct and administration of the Plan and to
change, alter, or amend such rules and regulations;
(b) To construe the Plan;
(c) To determine all questions arising in the
administration of the Plan, including those relating to
the eligibility of persons to become Participants in
accordance with Article II and the rights of
Participants and their Beneficiaries, and its decisions
thereon shall be final and binding upon all persons
hereunder;
(d) To oversee the retention of records relating to
Participants and other matters applicable to the Plan;
(e) To make available to Participants and
Beneficiaries upon request, for examination during
business hours, such records as pertain exclusively to
the examining Participant (or Beneficiary);
(f) To prescribe procedures to be followed by
Participants and Beneficiaries in making claims
hereunder;
<PAGE> -18-
The Advest Group, Inc. 1997 Equity Plan Page 11
(g) To make available for inspection and to provide
upon request at such charge as may be permitted and
determined by the Company, such documents and
instruments, if any, as the Committee deems
appropriate;
(h) To prescribe and adopt the use of necessary forms;
(i) To appoint such agents and other specialists to
aid it in the administration of the Plan as it deems
necessary; and
(j) To make periodic reports on the operation and
administration of the Plan to the Board of Directors as
may be required in any articles of incorporation,
charter, or by-laws pertaining to the Company.
Section 10.3. Records. The regularly kept records of the
Committee and the Company shall be conclusive evidence as to all
matters contained therein applicable to this Plan.
Section 10.4. Committee Decisions Final. The decisions of
the Committee concerning matters within its jurisdiction shall be
final, binding, and conclusive upon the Company and its
Affiliates, the Participants, Beneficiaries and any other person
or party interested or concerned.
Section 10.5. Committee as Agent. The Committee shall act
as agent for the Company in the administration of the Plan.
Section 10.6. Plan Expenses. All clerical, legal and other
expenses of the Plan shall be paid by the Company.
Section 10.7. Allocations and Delegations of Responsibility.
(a) Delegations. The Committee shall have the
authority to delegate, from time to time, all or any
part of its responsibilities under the Plan to such
person or persons as it may deem advisable and in the
same manner to revoke any such delegation of
responsibility. Any action of the delegate in the
exercise of such delegated responsibilities shall have
the same force and effect for all purposes herein as if
such action had been taken by the Committee. The Board
of Directors or the Committee shall not be liable for
any act or omission of any such delegate. The delegate
shall report periodically to the Committee concerning
the discharge of the delegated responsibilities.
(b) Allocations. The Committee shall have the
authority to allocate, from time to time, all or any
part of its responsibilities under the Plan to one or
more of its members as it may deem advisable, and in
the same manner to revoke such allocation of
responsibilities. Any action of the member to whom
<PAGE> -19-
The Advest Group, Inc. 1997 Equity Plan Page 12
responsibilities are allocated in the exercise of
such allocated responsibilities shall have the same
force and effect for all purposes hereunder as if such
action had been taken by the Committee. The Board of
Directors or the Committee shall not be liable for any
acts or omissions of such member. The member to whom
responsibilities have been allocated shall report
periodically to the Committee concerning the discharge
of the allocated responsibilities.
(c) Limit on Liability. Duties and responsibilities
which are carried out in good faith by the Committee
hereunder or which have been allocated or delegated
pursuant to the terms of the Plan or subsections (a) or
(b) of this Section 10.7 shall not create any liability
of the Company, Board of Directors, or Committee, or
any member thereof.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.1. Merger. Any successor corporation to the
Company, by merger, consolidation, purchase or otherwise, shall
be substituted hereunder for the Company. This Plan shall be
binding on all successors to and assigns of the Company; provided
that such successors or assigns may terminate the Plan in
accordance with the provisions hereof.
Section 11.2. Securities Laws. The Committee may require
each person purchasing shares pursuant to an Option or shares of
Restricted Stock to represent and agree with the Company in
writing that such person is acquiring the shares without a view
to distribution thereof. The certificates for such shares may
include any legend which the Committee deems appropriate to
reflect any restriction on transfer. Furthermore, all
certificates for shares of Stock delivered under the Plan shall
be subject to such stock-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations,
and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is then listed, and any
applicable Federal or state securities law, and the Committee may
cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
Section 11.3. Indemnification. The Company shall indemnify
and hold harmless to the extent legally permitted each member of
the Board of Directors, the Committee and each officer and
Employee of the Company to whom are delegated duties,
responsibilities, and authority with respect to the Plan against
all claims, liabilities, fines and penalties, and all expenses
reasonably incurred by or imposed upon such delegate or agent
(including but not limited to reasonable attorney fees) which
arise as a result of actions or failure to act in connection with
the operation and administration of the Plan.
<PAGE> -20-
The Advest Group, Inc. 1997 Equity Plan Page 13
Section 11.4. Contract of Employment. Nothing contained
herein shall be construed to constitute a contract of employment
between the Company or an Affiliate and any Employee or
Participant. Nothing contained herein will confer upon any
Participant the right to be retained in the service of the
Company or an Affiliate or limit the right of the Company or an
Affiliate to discharge or otherwise deal with any Participant
without regard to the existence of the Plan.
Section 11.5 Disclosure. Each Participant shall receive a
copy of the summary of the Plan and the Committee will make
available for inspection by any Participant or Beneficiary a copy
of the Plan and any written procedures used by the Committee in
administering the Plan.
Section 11.6. Headings. The headings of Articles and
Sections are included solely for convenience of reference, and if
there is any conflict between such headings and the text of the
Plan, the text shall control.
Section 11.7. Invalidity of Certain Provisions. If any
provision of the Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other
provisions hereof, and the Plan shall be construed and enforced
as if such provisions, to the extent invalid or unenforceable,
had not been included.
Section 11.8. Law Governing. The Plan shall be construed
and enforced according to the laws of the State of Connecticut
(other than its laws respecting choice of law).
Section 11.9. Limitation on Liability. Neither the Company
nor any agent or representative of the Company who is an
employee, officer, or director of the Company in any manner
guarantees the payments to be made under the Plan against loss or
depreciation, and to the extent not prohibited by federal law,
none of them shall be liable (except for his own gross negligence
or willful misconduct), for any act or failure to act, done or
omitted in good faith, with respect to the Plan. The Company
shall not be responsible for any act or failure to act of any
agent appointed to administer the Plan.
<PAGE> -21-
The Advest Group, Inc. 1997 Equity Plan Page 14
Section 11.10. Gender. Except when otherwise indicated by
the context, any masculine terminology herein shall also include
the feminine, and the definition of any term herein in the
singular shall also include the plural.
THE ADVEST GROUP, INC.
By:
-----------------------------
Allen Weintraub
Chief Executive Officer
ATTEST:
- --------------------------------
<PAGE> -22-
Exhibit 4.4
FIRST SUPPLEMENT TO
EXECUTIVE OFFICER
1996 RESTRICTED STOCK AND
STOCK OPTION AGREEMENT
This First Supplement to the Executive Officer Restricted
Stock and Stock Option Agreement (the "Supplement") is entered
into as of the date set forth below, by the undersigned executive
officer ("Executive Officer") and The Advest Group, Inc. (the
"Company"). The purpose of this Supplement is to provide for the
deferral of a portion of the Executive Officer's Management
Incentive Plan compensation for fiscal 1996 and the investment of
that deferred amount in the Company's common stock under the
Executive Officer Equity Plan.
ARTICLE 1. Agreement to Participate and Amount
Deferred. Executive Officer hereby agrees to accept the portion
set forth below (the "Deferred Amount") of his or her Management
Incentive Plan compensation in the form of shares of common stock
of the Company subject to the restrictions set forth below (the
"Restricted Stock"). It is understood that this agreement of the
Executive Officer is a condition to the Executive Officer's
receipt of this Deferred Amount. Executive Officer hereby
authorizes the Company to withhold from his or her Management
Incentive Plan compensation the Deferred Amount. The Company
may, but shall not be obligated to, invest any Deferred Amount in
insured bank deposit accounts or other money-market investments
pending investment under this Supplement. On the fifth business
day after the date of release by the Company of annual summary
statements of financial data the Executive Officer's Deferred
Amount, together with any earnings thereon, shall be applied by
the Company to acquire shares of the Company's common stock (the
"Stock") at 100% of the closing price per share of the Stock on
the New York Stock Exchange on the day the Restricted Stock is
purchased. All purchases of Stock to be delivered under this
Supplement shall be from the unallocated treasury stock of the
Company. Fractional shares of Stock may be acquired by Executive
Officer, provided that the Company may establish procedures to
eliminate any fractional holdings. No stock options will be
issued in connection with purchases under this Supplement.
ARTICLE II. Restricted Stock Agreement. Executive Officer
hereby authorizes the Company to hold in the Company's name as
escrow agent for Executive Officer, all shares of Restricted
Stock to which Executive Officer is entitled.
A.Restrictions. Shares of Restricted Stock which are placed
into escrow for the benefit of Executive Officer will be subject
to the following restrictions and conditions:
(1) During the period commencing on the date of the
acquisition of any shares of Restricted Stock hereunder and
terminating on January 1, 2002 (together with
<PAGE> -23-
any extensions of such period approved as provided herein)
(the "Restriction Period"), Executive Officer shall not be
permitted to sell, transfer, pledge or assign shares of
Restricted Stock acquired hereunder. One year extensions of
the Restriction Period for Restricted Stock purchased
hereunder will be made at Executive Officer's election,
which election must be in writing on a form provided by the
Company and must be made no later than one year before the
Restriction Period would otherwise terminate; provided,
however, that the Company may at any time determine that no
additional extensions of Restriction Periods will be
effective;
(2) Executive Officer shall have the right to direct
the vote of his or her shares of Restricted Stock during the
Restriction Period. Executive Officer shall have the right
to receive any regular dividends on such shares of
Restricted Stock. The Company shall in its sole discretion
determine Executive Officer's rights with respect to
extraordinary dividends on the shares of Restricted Stock;
and
(3)Shares of Restricted Stock shall be transferred to
Executive Officer's brokerage account with Advest, Inc.
within a reasonable time after, and only after, the
Restriction Period shall expire (or such earlier time as the
restrictions may lapse in accordance with this Article)
without forfeiture in respect of such shares of Restricted
Stock.
B.Termination of Employment. Subject to the provisions of
subparagraph (A) above, the following provisions shall apply to
Executive Officer's shares of Restricted Stock prior to the end
of the Restriction Period (including extensions):
(1)Upon Executive Officer's death, Permanent
Disability, Retirement with the written consent of the
President or the Chief Executive Officer of the Company or
an an affiliate of the Company (an "Affiliate") by which
Executive Officer is employed, voluntary termination of
employment more than nine months after a Change of Control,
or involuntary termination of employment (other than a
termination for Cause), the restrictions on Executive
Officer's Restricted Stock shall immediately lapse, and such
shares shall be delivered to Executive Officer or Executive
Officer's designated Beneficiary, as the case may be, within
a reasonable time after the occurrence of any such event.
For purposes of this Supplement, the following terms shall
have the stated definitions:
(i) "Permanent Disability" means a mental or
physical condition which renders Executive Officer
permanently unable or incompetent to engage in any
substantial gainful activity.
(ii) "Retirement" means the date Executive Officer
retires after attaining the age of fifty-five.
<PAGE> -24-
(iii)"Change of Control" means a transfer or sale
of substantially all of the assets of the Company or
merger or consolidation of the Company into or with any
other corporation or entity that occurs after the
effective date of this Supplement, provided either (a)
the other corporation or entity is engaged in the
retail securities brokerage business at the date of the
transaction and such transaction results in the Company
not surviving such merger or consolidation or (b) a
substantial change in the senior management of the
Company occurs within six months as a result of the
transaction.
(iv) "Cause" shall be deemed to include any act of
dishonesty or fraud, gross negligence, gross
insubordination or willful or reckless conduct
detrimental to the business of the Company or an
Affiliate.
(v) "Beneficiary" means any person (including,
but not limited to, Executive Officer's estate)
designated by Executive Officer on a form provided or
approved by the Company to receive any Stock to which
Executive Officer shall be entitled upon Executive
Officer's death in accordance with the terms of this
Supplement. If more than one Beneficiary shall be
designated, the Beneficiaries shall share equally in
any rights or interests of Executive Officer under this
Supplement. If Executive Officer shall fail to file a
valid designation form, or if all persons designated on
the designation form shall have predeceased Executive
Officer, the Company shall distribute all of Executive
Officer's Stock to which he or she shall have been
entitled upon his or her death to the Executive
Officer's estate.
(2) Upon Executive Officer's Retirement without the
written consent of the President or the Chief Executive
Officer of the Company or the Affiliate by which Executive
Officer is employed or voluntary termination of employment
within nine months of a Change of Control, Executive Officer
shall forfeit all of Executive Officer's shares of
Restricted Stock and receive in return, without interest, a
cash payment equal to (a) the lesser of: (i) the aggregate
purchase price for such Restricted Stock, and (ii) the
closing price per share of Stock on the Composite Tape of
the New York Stock Exchange on Executive Officer's date of
termination or Retirement, multiplied by (b) the number of
shares of Restricted Stock owned by Executive Officer.
(3) If Executive Officer voluntarily terminates
employment (other than as set forth in subparagraphs (1) or
(2) of this Article), is involuntarily terminated for Cause,
or retires prior to attaining the age of fifty-five,
Executive Officer shall forfeit Executive Officer's
Restricted Stock.
ARTICLE 3. Miscellaneous.
<PAGE> -25-
A. Change of Election. Following an election by Executive
Officer to have an Amount Deferred hereunder, he or she may not
alter that election.
B. Adjustments Upon a Change in Common Stock. In the event
of any change in the outstanding Stock of the Company by reason
of any stock split, stock dividend, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares
or other similar event, if such change equitably requires an
adjustment in the number or kind of shares that may be issued
hereunder, such adjustment shall be made by the Company and shall
be conclusive and binding for all purposes hereunder.
C. Withholding. In the event that the Company determines
that it or an Affiliate is required by law to withhold taxes at
any time, including, but not limited to, upon the vesting of
shares of Restricted Stock, the Company shall have the right to
require Executive Officer to pay to the Company the amount of
taxes that the Company or Affiliate is required to withhold, or,
in lieu thereof: (1) retain, or sell without notice, a sufficient
number of shares of Restricted Stock held by it for Executive
Officer to cover the amount to be withheld, or (2) withhold the
amount of such taxes from any other sums due or to become due
from the Company or an Affiliate to Executive Officer upon such
terms and conditions as the Company shall prescribe.
D. Amendment and Termination. The Board of Directors of
the Company may amend, modify, change, or revise this Supplement
by amendment at any time; provided, however, that (a) no
amendment shall increase the duties or liabilities of the Board
of Directors or the Company without written consent of each
member and (b) no amendment shall be made without the written
consent of Executive Officer if the effect of such amendment
would reduce the rights of Executive Officer with respect to
Restricted Stock acquired prior to the date of the amendment.
The continuation of this Supplement is not assumed as a
contractual obligation of the Company and the right is reserved
by the Company at any time to discontinue this Supplement. This
Supplement may be terminated by the Board of Directors at any
time, when in its judgment, business, financial or other good
causes make such termination necessary or appropriate; such
termination to become effective upon the delivery of notice by
the Board of Directors or the Company to Executive Officer.
E. Merger. Any successor corporation to the Company, by
merger, consolidation, purchase or otherwise, shall be
substituted hereunder for the Company. This Supplement shall be
binding on all successors to and assigns of the Company; provided
that such successors or assigns may terminate this Supplement in
accordance with the provisions hereof.
F. Securities Laws. Regarding the purchasing of Restricted
Stock the Company may require Executive Officer to represent and
agree with the Company in writing that he or she is acquiring the
shares without a view to distribution thereof. The certificates
for such shares may include any legend which the Company deems
appropriate to reflect any restriction on
<PAGE> -26-
transfer. Furthermore, all certificates for shares of Stock
delivered under this Supplement shall be subject to such stop-
transfer orders and other restrictions as the Company may deem
advisable under the rules, regulations, and other requirements of
the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, and as any applicable Federal or
state securities law, and the Company may cause a legend or
legends to be put on any such certificates to make appropriate
reference to such restrictions.
G. Contract of Employment. Nothing contained herein shall
be construed to constitute a contract of employment between the
Company or an Affiliate and Executive Officer. Nothing contained
herein will confer upon Executive Officer the right to be
retained in the service of the Company or an Affiliate or limit
the right of the Company or an Affiliate to discharge or
otherwise deal with Executive Officer without regard to the
existence of this Supplement.
H. Headings. The headings of Articles are included solely
for convenience of reference, and if there is any conflict
between such headings and the text of this Supplement, the text
shall control.
I. Invalidity of Certain Provisions. If any provision of
this Supplement shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other
provisions hereof, and this Supplement shall be construed and
enforced as if such provisions, to the extent invalid or
unenforceable, had not been included.
J. Law Governing. This Supplement shall be construed and
enforced according to the laws of the State of Connecticut (other
than its laws respecting choice of law).
K. Limitation on Liability. Neither the Company nor any
agent or representative of the Company who is an employee,
officer, or director of the Company in any manner guarantees the
payments to be made under this Supplement against loss or
depreciation, and to the extent not prohibited by federal law,
none of them shall be liable (except for his own gross negligence
or willful misconduct), for any act or failure to act, done or
omitted in good faith, with respect to this Supplement. The
Company shall not be responsible for any act or failure to act of
any agent appointed to administer this Supplement.
L. Gender. Except when otherwise indicated by the context,
any masculine terminology herein shall also include the feminine,
and the definition of any term herein in the singular shall also
include the plural.
Portion of Management Incentive Plan
Compensation to be delivered in Restricted Stock $------------
Date: October ____, 1996
<PAGE> -27-
EXECUTIVE OFFICER
-------------------------------
(Signature)
-------------------------------
(Print Executive Officer's Name)
THE ADVEST GROUP, INC.
By:
Allen Weintraub
Chief Executive Officer
<PAGE> -28-
Exhibit 4.5
EXECUTIVE OFFICER
1997 RESTRICTED STOCK AND
STOCK OPTION AGREEMENT
Percentage of All Income
(minimum of 2.5% of Compensation,
maximum of 7.5% of Compensation): -- -----
Percentage of Bonus: --------
Effective Date: January 1, 1997
This Executive Officer Restricted Stock and Stock Option
Agreement (the "Agreement") is entered into as of the above date,
by the undersigned executive officer ("Executive Officer") and
The Advest Group, Inc. (the "Company").
ARTICLE IV. Election to Participate and Amount Deferred.
Executive Officer hereby elects to receive the percentage set
forth above of his or her Compensation and/or Bonus (the
"Deferred Amount") in the form of Units. A Unit consists of one
share of common stock of the Company subject to the restrictions
set forth below (the "Restricted Stock") and one non-qualified
stock option to purchase shares of common stock of the Company
which is not an incentive stock option under Section 422 of the
Internal Revenue Code of 1986 (an "Option"). For purposes of
this Agreement, Compensation shall mean the amount of earnings
due to Executive Officer for the Deferral Period, and shall
include amounts contributed to the Company's 401(k) plan or
Deferred Compensation Savings and Investment Plan, or any
successor plan(s). Deferral Period shall mean the period
beginning on January 1, 1997 and ending on the earliest of: (a)
the termination of Executive Officer's employment with the
Company or an affiliate of the Company (an "Affiliate"), (b) the
termination of this Agreement in accordance with Article IV(D),
or (c) December 31, 1997.
Executive Officer hereby authorizes the Company to withhold
from his or her paycheck, draw, bonus and/or commission the
Deferred Amount. Amounts Deferred hereunder (other than amounts
deferred out of bonus) shall be withheld from Executive Officer's
paycheck in periodic installments. The Company may, but shall
not be obligated to, invest any Amount Deferred in insured bank
deposit accounts or other money-market investments pending
investment under this Agreement. On the fifth business day after
the date of release by the Company of annual summary statements
of financial data the Executive Officer's Deferred Amount,
together with any earnings thereon, shall be applied by the
Company to acquire shares of the Company's common stock (the
"Stock") at 100% of the closing price per share of the Stock on
the New York Stock Exchange
<PAGE> -29-
on the day the Restricted Stock is purchased to be held as
Restricted Stock for Executive Officer. All purchases of Stock to
be delivered under this Agreement shall be from the unallocated
treasury stock of the Company. Fractional units may be acquired
by Executive Officer, provided that the Company may establish
procedures to eliminate any fractional holdings of Units held on
behalf of Executive Officer as of December 31, 1997.
ARTICLE V. Restricted Stock Agreement. Executive Officer
hereby authorizes Company to hold in the Company's name as escrow
agent for Executive Officer, all shares of Restricted Stock to
which Executive Officer is entitled.
A. Restrictions. Shares of Restricted Stock which are
placed into escrow for the benefit of Executive Officer will be
subject to the following restrictions and conditions:
(1) During the period commencing on the date of the
acquisition of any shares of Restricted Stock hereunder and
terminating on January 1, 2001 (together with any extensions
of such period approved as provided herein) (the
"Restriction Period"), Executive Officer shall not be
permitted to sell, transfer, pledge or assign shares of
Restricted Stock acquired hereunder. One year extensions of
the Restriction Period for Restricted Stock purchased
hereunder will be made at Executive Officer's election,
which election must be in writing on a form provided by the
Company and must be made no later than one year before the
Restriction Period would otherwise terminate; provided,
however, that the Company may at any time determine that no
additional extensions of Restricted Periods will be
effective;
(2) Executive Officer shall have the right to direct
the vote of his or her shares of Restricted Stock during the
Restriction Period. Executive Officer shall have the right
to receive any regular dividends on such shares of
Restricted Stock. The Company shall in its sole discretion
determine Executive Officer's rights with respect to
extraordinary dividends on the shares of Restricted Stock;
and
(3) Shares of Restricted Stock shall be transferred to
Executive Officer's brokerage account with Advest, Inc.
within a reasonable time after, and only after, the
Restriction Period shall expire (or such earlier time as the
restrictions may lapse in accordance with this Article)
without forfeiture in respect of such shares of Restricted
Stock.
B. Termination of Employment. Subject to the provisions
of subparagraph (A) above, the following provisions shall apply
to Executive Officer's shares of Restricted Stock prior to the
end of the Restriction Period (including extensions):
(1) Upon Executive Officer's death, Permanent
Disability, Retirement with the written consent of the
President or the Chief Executive Officer of the Company or
an Affiliate by which Executive Officer is employed,
voluntary termination of
<PAGE> -30-
employment more than nine months after a Change of Control,
or involuntary termination of employment (other than a
termination for Cause), the restrictions on Executive
Officer's Restricted Stock shall immediately lapse, and such
shares shall be delivered to Executive Officer or Executive
Officer's designated Beneficiary, as the case may be, within
a reasonable time after the occurrence of any such event.
For purposes of this Agreement, the following terms shall
have the stated definitions:
(i) "Permanent Disability" means a mental or
physical condition which renders Executive Officer
permanently unable or incompetent to engage in any
substantial gainful activity.
(ii) "Retirement" means the date Executive Officer
retires after attaining the age of fifty-five.
(iii)"Change of Control" means a transfer or sale
of substantially all of the assets of the Company or
merger or consolidation of the Company into or with any
other corporation or entity that occurs after the
effective date of this Agreement, provided either (a)
the other corporation or entity is engaged in the
retail securities brokerage business at the date of the
transaction and such transaction results in the Company
not surviving such merger or consolidation or (b) a
substantial change in the senior management of the
Company occurs within six months as a result of the
transaction.
(iv) "Cause" shall be deemed to include any act of
dishonesty or fraud, gross negligence, gross
insubordination or willful or reckless conduct
detrimental to the business of the Company or an
Affiliate.
(v) "Beneficiary" means any person (including,
but not limited to, Executive Officer's estate)
designated by Executive Officer on a form provided or
approved by the Company to receive any Stock or Options
to which Executive Officer shall be entitled upon
Executive Officer's death in accordance with the terms
of this Agreement. If more than one Beneficiary shall
be designated, the Beneficiaries shall share equally in
any rights or interests of Executive Officer under this
Agreement. If Executive Officer shall fail to file a
valid designation form, or if all persons designated on
the designation form shall have predeceased Executive
Officer, the Company shall distribute all of Executive
Officer's Stock and Options to which he or she shall
have been entitled upon his or her death to the
Executive Officer's estate.
(2) Upon Executive Officer's Retirement without the
written consent of the President or the Chief Executive
Officer of the Company or the Affiliate by which Executive
Officer is employed or voluntary termination of employment
within nine
<PAGE> -31-
months of a Change of Control, Executive Officer shall
forfeit all of Executive Officer's shares of Restricted
Stock and receive in return, without interest, a cash
payment equal to (a) the lesser of: (i) the aggregate
purchase price for such Restricted Stock, and (ii) the
closing price per share of Stock on the Composite Tape of
the New York Stock Exchange on Executive Officer's date of
termination or Retirement, multiplied by (b) the number of
shares of Restricted Stock owned by Executive Officer.
(3) If Executive Officer voluntarily terminates
employment (other than as set forth in subparagraphs (1) or
(2) of this Article), is involuntarily terminated for Cause,
or retires prior to attaining the age of fifty-five,
Executive Officer shall forfeit Executive Officer's
Restricted Stock.
ARTICLE VI Stock Option Agreement. Executive Officer will
be entitled to an Option to purchase one share of stock for each
share of Restricted Stock acquired for Executive Officer pursuant
to Article I. The Options to which Executive Officer is entitled
will be issued under The Advest Group, Inc. 1993 Stock Option
Plan on the last date on which Stock is acquired for the
Executive Officer pursuant to Article I at an exercise price per
share equal to the closing price per share on the Composite Tape
of the New York Stock Exchange on the date of the issuance of the
Options. The Options are not transferable by Executive Officer
other than by will or the laws of descent and distribution, and
during the lifetime of Executive Officer the Options may be
exercised only by Executive Officer.
A. Exercise of Options. Options acquired hereunder will
vest and become exercisable on January 1, 2002 (unless earlier
forfeited or terminated) and will remain exercisable for a period
of twenty-four months, until December 31, 2004. An Option shall
not be exercisable unless payment in full is made for the shares
being acquired thereunder at the time of exercise; such payment
shall be made (a) in United States dollars by cash or check, or
(b) in lieu thereof, unless the Company shall in its sole
discretion determine otherwise, by tendering to the Company Stock
owned by the person exercising the Option (or owned by the person
exercising the Option and his or her spouse, jointly) and
acquired more than six months prior to such tender, and having a
fair market value equal to the cash exercise price applicable to
such Option, such fair market value to be determined in such
reasonable manner as may be provided for from time to time by the
Company or as may be required in order to comply with or to
conform to the requirements of any applicable or relevant laws or
regulations, or (c) by a combination of United States dollars and
Stock as aforesaid.
B. Termination Of Employment. An Option shall not be
exercisable unless the person exercising the Option has been, at
all times during the period beginning with the date of purchase
of the Option and ending on the date of such exercise, an
employee of the Company or an Affiliate, except that:
(1) Upon Executive Officer's death, Permanent
Disability, or Retirement with the written consent of the
President or the Chief Executive Officer of the
<PAGE> -32-
Company or the Affiliate by which Executive Officer is
employed, the Options shall immediately vest and shall be
exercisable by Executive Officer or Executive Officer's
designated Beneficiary, as the case may be, for a period of
three months after Executive Officer's termination of
employment.
(2) If Executive Officer's employment is involuntarily
terminated (other than a termination for Cause), the Company
shall give Executive Officer at least one day's advance
notice prior to the date of termination, and the Options
shall immediately vest and shall be exercisable by Executive
Officer upon receipt of such notice, and shall expire on the
date of termination. If Executive Officer voluntarily
terminates employment more than nine months after a Change
of Control, then the Options shall immediately vest and
shall be exercisable by Executive Officer upon the later of
a receipt by the Company of notification by Executive
Officer of the termination or the tenth day prior to the
termination, and shall expire upon the date of termination.
(3) Upon Executive Officer's termination of employment
(other than as set forth in subparagraphs (1) or (2) of this
Article III(B)), Executive Officer shall forfeit Executive
Officer's unvested Options.
(4) If Executive Officer shall have terminated
employment for any reason after the acquisition of Units
hereunder but prior to the issuance of the Option portion of
such Units, any Option acquired as part of the Unit shall be
forfeited as provided in subparagraph (3) of this Article
III(B).
ARTICLE VII Miscellaneous.
A. Change of Election. Following an election by Executive
Officer to have an Amount Deferred, he or she at any time during
the Deferral Period may choose to discontinue all (but not less
than all) Amounts Deferred with respect to Compensation due to
him or her during subsequent calendar quarters of the Deferral
Period. Such election shall be made on such form as the Company
may prescribe and shall become effective as of the first day of
the calendar quarter following receipt of such form by the
Company.
B. Adjustments Upon a Change in Common Stock. In the event
of any change in the outstanding Stock of the Company by reason
of any stock split, stock dividend, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares
or other similar event, if such change equitably requires an
adjustment in the number or kind of shares that may be issued
hereunder, or in the number or kind of shares subject to, or the
option price per share under, any outstanding Option which has
been purchased by Executive Officer, such adjustment shall be
made by the Company and shall be conclusive and binding for all
purposes hereunder. In no event shall the excess of the
aggregate fair market value of the Stock subject to the Options
immediately after any substitution, exchange or adjustment over
the aggregate option price for such Stock be more than the excess
of the aggregate fair
<PAGE> -33-
market value of all of the Stock subject to the Option
immediately before any such substitution, exchange or adjustment
over the aggregate option price of such Stock nor shall the
adjusted Option give the holder thereof any additional benefits
he did not have under the old Option.
C. Withholding. In the event that the Company determines
that it or an Affiliate is required by law to withhold taxes at
any time, including, but not limited to, upon the exercise of an
Option or upon the vesting of shares of Restricted Stock, the
Company shall have the right to require Executive Officer to pay
to the Company the amount of taxes that the Company or Affiliate
is required to withhold, or, in lieu thereof: (1) retain, or sell
without notice, a sufficient number of shares of Restricted Stock
held by it for Executive Officer to cover the amount to be
withheld, or (2) withhold the amount of such taxes from any other
sums due or to become due from the Company or an Affiliate to
Executive Officer upon such terms and conditions as the Company
shall prescribe.
D. Amendment and Termination. The Board of Directors of
the Company may amend, modify, change, or revise this Agreement
by amendment at any time; provided, however, that (a) no
amendment shall increase the duties or liabilities of the Board
of Directors or the Company without written consent of each
member and (b) no amendment shall be made without the written
consent of Executive Officer if the effect of such amendment
would reduce the rights of Executive Officer with respect to
Units acquired prior to the date of the amendment.
The continuation of this Agreement is not assumed as a
contractual obligation of the Company and the right is reserved
by the Company at any time to discontinue this Agreement. This
Agreement may be terminated by the Board of Directors at any
time, when in its judgment, business, financial or other good
causes make such termination necessary or appropriate; such
termination to become effective upon the delivery of notice by
the Board of Directors or the Company to Executive Officer.
E. Merger. Any successor corporation to the Company, by
merger, consolidation, purchase or otherwise, shall be
substituted hereunder for the Company. This Agreement shall be
binding on all successors to and assigns of the Company; provided
that such successors or assigns may terminate this Agreement in
accordance with the provisions hereof.
F. Securities Laws. Regarding the purchasing of shares
pursuant to an Option or shares of Restricted Stock the Company
may require Executive Officer to represent and agree with the
Company in writing that he or she is acquiring the shares without
a view to distribution thereof. The certificates for such shares
may include any legend which the Company deems appropriate to
reflect any restriction on transfer. Furthermore, all
certificates for shares of Stock delivered under this Agreement
shall be subject to such stock-transfer orders and other
restrictions as the Company may deem advisable under the rules,
regulations, and other requirements of the Securities and
Exchange Commission,
<PAGE> -34-
any stock exchange upon which the Stock is then listed, and as
any applicable Federal or state securities law, and the Company
may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.
G. Contract of Employment. Nothing contained herein shall
be construed to constitute a contract of employment between the
Company or an Affiliate and Executive Officer. Nothing contained
herein will confer upon Executive Officer the right to be
retained in the service of the Company or an Affiliate or limit
the right of the Company or an Affiliate to discharge or
otherwise deal with Executive Officer without regard to the
existence of this Agreement.
H. Headings. The headings of Articles are included solely
for convenience of reference, and if there is any conflict
between such headings and the text of this Agreement, the text
shall control.
I. Invalidity of Certain Provisions. If any provision of
this Agreement shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other
provisions hereof, and this Agreement shall be construed and
enforced as if such provisions, to the extent invalid or
unenforceable, had not been included.
J. Law Governing. This Agreement shall be construed and
enforced according to the laws of the State of Connecticut (other
than its laws respecting choice of law).
K. Limitation on Liability. Neither the Company nor any
agent or representative of the Company who is an employee,
officer, or director of the Company in any manner guarantees the
payments to be made under this Agreement against loss or
depreciation, and to the extent not prohibited by federal law,
none of them shall be liable (except for his own gross negligence
or willful misconduct), for any act or failure to act, done or
omitted in good faith, with respect to this Agreement. The
Company shall not be responsible for any act or failure to act of
any agent appointed to administer this Agreement.
L. Gender. Except when otherwise indicated by the context,
any masculine terminology herein shall also include the feminine,
and the definition of any term herein in the singular shall also
include the plural.
EXECUTIVE OFFICER
-----------------
(Signature)
--------------------------------
(Print Executive Officer's Name)
<PAGE> -35-
THE ADVEST GROUP, INC.
By: -----------------------
Allen Weintraub
Chief Executive Officer
<PAGE> -36-
EXHIBIT 5
December 10, 1996
The Advest Group, Inc.
90 State House Square
Hartford, Connecticut 06103
Members of the Board of Directors:
I have acted as counsel with respect to the Registration
Statement on Form S-8 under the Securities Act of 1993, as
amended, as filed by The Advest Group, Inc. (the "Company") with
the Securities and Exchange Commission, relating to 700,000
shares of the Company's Common Stock, par value $.01 per share
(the "Common Stock") which may be purchased by participants under
the Company's 1997 Equity Plan, Key Professionals Equity Plan,
and 1996 and 1997 Executive Equity Plan (the "Plans").
As Assistant General Counsel of the Company, I am familiar
with and have examined the Plans, the minutes of the corporate
proceedings of the Board of Directors of the Company and such
other documents as I have deemed necessary or advisable for the
purposes of this opinion.
Based upon the foregoing, I am of the opinion that the
shares to be issued under the Plan will, when so issued upon
receipt of the consideration specified in Plan, be validly
issued, fully paid and non-assessable (assuming that, at the time
of such issuance, the Company has a sufficient number of
authorized and unissued shares available for such issuance).
I hereby consent to the use of this opinion as Exhibit 5 to
the aforesaid Registration Statement. In giving such consent, I
do not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
David A. Horowitz, Esq
<PAGE> -37-
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the statement of
The Advest Group, Inc. on Form S-8 of our report dated October
26, 1996, on our audits of the consolidated financial statements
and financial statement schedules of The Advest Group, Inc. as of
September 30, 1995 and 1994, and for each of the three years in
the period ended September 30, 1995, which reports are included
in the Annual Report on Form 10-K for the year ended September
30, 1995.
Coopers & Lybrand L.L.P.
Hartford, Connecticut
December 10, 1996
<PAGE> -38-
EXHIBIT 23.2
December 10, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
RE: The Advest Group, Inc.
Registration on Form S-8
We are aware that our reports, dated July 18, 1996, April 18, 1996 and
January 18, 1996, on our reviews of interim financial information of The
Advest Group, Inc., included in the Company's quarterly reports on Form 10-
Q for the quarters ended June 30, 1996, March 31, 1996 and December 31,
1995, are incorporated by reference in this registration statement.
Pursuant to Rule 436(c) under the Securities Act of 1933, these reports
should not be considered a part of the registration statement prepared or
certified by us within the meaning of Sections 7 and 11 of the Act.
Coopers & Lybrand L.L.P.
