<PAGE> 1
Registration No. 33-
- ------------------------------------------------------------------
As filed with the Securities and Exchange Commission
on March 28, 1994
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ESTERLINE TECHNOLOGIES CORPORATION
----------------------------------
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-2595091
--------- ----------
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
10800 N.E. 8th Street, Bellevue, Washington 98004
--------------------------------------------------
(Address of Principal Executive Offices)
ESTERLINE TECHNOLOGIES CORPORATION AMENDED AND
RESTATED 1987 STOCK OPTION PLAN
-------------------------------
(Full title of the Plan)
ROBERT W. STEVENSON, Executive Vice President and
Chief Financial Officer
Esterline Technologies Corporation
10800 N.E. 8th Street, Bellevue, Washington 98004
(206)453-9400
(Name, address and telephone number, of agent for service)
- --------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.20 par value,
subject to
outstanding
options 289,875 shares $7.375-$11.25(1) $2,607,688(1) $899.20
Common Stock,
$.20 par value,
not subject to
outstanding
options 10,125 shares $8.563(2) $86,700(2) $29.90
</TABLE>
- --------------------------------------------------------------------------------
(1) Based upon the exercise prices of options granted as of
the date of filing of the registration statement.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) of the
Securities Act of 1933. The calculation of the
registration fee is based upon a share price of $8.563
which was the average of high and low prices of Esterline
Technologies Corporation common stock on March 24, 1994,
as reported by the New York Stock Exchange, Inc.
Page 1 of 18 pages
Exhibit Index appears at page II-5
<PAGE> 2
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Portions of earlier registration statements, Registration
Nos. 33-22322 and 33-37134, are incorporated herein by
reference, as set forth below.
Item 3. Incorporation of Documents by Reference.
- -------
The following documents filed by the Company with the
Commission are hereby incorporated by reference herein:
(a) The Company's Annual Report on Form 10-K for its
fiscal year ended October 31, 1993, filed pursuant to Section
13(a) or 15(d) of the Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Company's Annual Report referred to in (a)
above.
(c) The description of the Company's securities
contained in the Company's Registration Statement on Form 8-A.
(d) All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date hereof and prior to the termination of the offering
of the Common Stock pursuant to the Plan described herein
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.
II-1
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
- -------
This information is incorporated herein by reference to
the section entitled "Indemnification" in the Prospectus filed
as part of Registration No. 33-22322 and to Item 19 of Part II
of Registration No. 33-22322.
Item 8. Exhibits.
- -------
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
5 Opinion of Bogle & Gates
10 Amended and Restated 1987 Stock Option
Plan
23.1 Consent of Deloitte & Touche
23.2 Consent of Bogle & Gates (See Exhibit 5)
24 Power of Attorney (See page II-3)
</TABLE>
Item 9. Undertakings.
- -------
Undertakings (a) and (b) set forth in Item 21 of Part II
of Registration No. 33-22322 are incorporated herein by
reference.
Undertaking (h) set forth in Item 21 of Part II of
Registration No. 33-37134 is incorporated herein by reference.
II-2
<PAGE> 4
SIGNATURE OF ISSUER
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 Bellevue and State of Washington,
on this 28th day of March, 1994.
ESTERLINE TECHNOLOGIES CORPORATION
By /s/ Wendell P. Hurlbut
--------------------------------
Wendell P. Hurlbut, Director,
Chairman of the Board, President
and Chief Executive Officer
SIGNATURES OF OFFICERS AND DIRECTORS
AND POWER OF ATTORNEY
Know all persons by these presents, that each person
whose signature appears below hereby constitutes and appoints
Wendell P. Hurlbut and Robert W. Stevenson, or either of them,
his or her true and lawful attorneys-in-fact and agents. Each
is so appointed with full power of substitution and
resubstitution, for the signator and in the signator's name,
place and stead, in any and all capacities, to sign any or all
amendments or post-effective amendments to this registration
statement, and to file the same with all exhibits thereto and
other documents in connection therewith, with the Securities
and Exchange Commission. The signator further grants unto
each of said attorneys-in-fact and agents full power to do and
perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby
ratifying and confirming all that any one or more of said
attorneys-in-fact and agents or their substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, the registration statement has been signed by the
following persons in the capacities and on the date indicated.
II-3
<PAGE> 5
<TABLE>
<S> <C>
/s/ Wendell P. Hurlbut Date: March 28, 1994
- ------------------------------ ---------------------------
Wendell P. Hurlbut, Director,
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
/s/ Robert W. Stevenson Date: March 28, 1994
- ------------------------------ ---------------------------
Robert W. Stevenson, Executive
Vice President and Chief
Financial Officer, Secretary
and Treasurer (Principal
Financial and Accounting
Officer)
/s/ Gilbert W. Anderson Date: March 28, 1994
- ------------------------------ ---------------------------
Gilbert W. Anderson, Director
/s/ John F. Clearman Date: March 28, 1994
- ------------------------------ ---------------------------
John F. Clearman, Director
/s/ Edwin I. Colodny Date: March 28, 1994
- ------------------------------ ---------------------------
Edwin I. Colodny, Director
/s/ Edward H. Cooley Date: March 28, 1994
- ------------------------------ ---------------------------
Edward H. Cooley, Director
/s/ E. John Finn Date: March 28, 1994
- ------------------------------ ---------------------------
E. John Finn, Director
/s/ Robert F. Goldhammer Date: March 28, 1994
- ------------------------------ ---------------------------
Robert F. Goldhammer, Director
/s/ Jerome J. Meyer Date: March 28, 1994
- ------------------------------ ---------------------------
Jerome J. Meyer, Director
/s/ Paul G. Schloemer Date: March 28, 1994
- ------------------------------ ---------------------------
Paul G. Schloemer, Director
/s/ Malcolm T. Stamper Date: March 28, 1994
- ------------------------------ ---------------------------
Malcolm T. Stamper, Director
</TABLE>
II-4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Page
- -------------- ------- ----
<S> <C> <C>
5 Opinion of Bogle & Gates 8
10 Amended and Restated 1987
Stock Option Plan 10
23.1 Consent of Deloitte & Touche 18
23.2 Consent of Bogle & Gates 8
(See Exhibit 5)
24 Power of Attorney 4
(See page II-3)
</TABLE> II-5
<PAGE> 1
EXHIBIT 5
<PAGE> 2
[LETTERHEAD]
Bogle & Gates
Two Union Square
601 Union Street
Seattle, WA 98101-2346
[LOGO]
March 28, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street NW
Washington, DC 20549
Re: Esterline Technologies Corporation -
Amended and Restated 1987 Stock Option Plan
-------------------------------------------
Gentlemen and Ladies:
We are acting as counsel for Esterline Technologies
Corporation (the "Company") in connection with the filing of a
Registration Statement on Form S-8 with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, relating to the proposed sale by the Company of up to
300,000 shares of common stock, $.20 par value (the "Shares"),
which may be issued upon exercise of options granted pursuant
to the Company's Amended and Restated 1987 Stock Option Plan
(the "Plan").
In connection with the foregoing we have made such review and
inquiry as we deem necessary for purposes hereof. Based on
such review, we are of the opinion that the Shares, when
issued upon exercise of options granted pursuant to the Plan
and upon payment of the exercise price therefor in accordance
with the terms thereof, will be legally issued, fully paid and
non-assessable.
We hereby authorize and consent to the use of this opinion as
Exhibit 5 to the Company's Registration Statement on Form S-8
with respect to the Shares issued upon exercise of the options
granted pursuant to the Plan.
Very truly yours,
/s/ Bogle & Gates
- -----------------
Bogle & Gates
<PAGE> 1
EXHIBIT 10
<PAGE> 2
EXHIBIT 10
AMENDED AND RESTATED
ESTERLINE TECHNOLOGIES CORPORATION
1987 STOCK OPTION PLAN
1. Purpose. The purpose of the Esterline Technologies
Corporation 1987 Stock Option Plan (the "Plan") is to provide
a special incentive to selected officers and other key
employees of Esterline Technologies Corporation (the
"Company") and its subsidiaries to promote the business of the
Company and to encourage such persons to accept or continue
employment with the Company. Accordingly, the Company will
offer to sell shares of Stock as hereinafter defined to such
employees of the Company as are designated in accordance with
the provisions of the Plan.
2. Definitions.
2.1 "Board of Directors" means
Esterline's Board of Directors as
constituted from time to time.
2.2 "Code" means the Internal Revenue Code of 1986,
as amended.
2.3 "Committee" has the meaning ascribed
to it in Section 3 below.
2.4 "Company" means Esterline and its subsidiaries
and divisions.
2.5 "Disinterested Person" has the
meaning ascribed to it in Section 3
below.
2.6 "Option" means the right to purchase
Stock under the Plan.
2.7 "Plan" means the Esterline
Technologies Corporation 1987 Stock
Option Plan as set forth herein.
2.8 "Stock" means Esterline common
stock, par value $.20 per share.
3. Administration. The Plan shall be administered either
by the Board of Directors of Esterline or by a committee of
two or more Disinterested Persons, as defined below, appointed
by the Board of Directors. (Except where the context otherwise
requires, the term "Committee" shall mean any committee so
appointed or, if no such committee is appointed, the Board of
Directors.) Directors of Esterline who are either eligible for
options or to whom options have been granted may vote on any
matters affecting the administration of the Plan or the
granting of options under the Plan; provided, however, that no
director shall vote with respect to the granting of an option
thereunder to himself or herself and provided further that no
option may be granted to a director under the Plan except by:
(i) The Committee; or
1 EXHIBIT 10
<PAGE> 3
EXHIBIT 10
(ii) The Board of Directors at a meeting at which all the
directors, and all the directors voting on a grant, are
Disinterested Persons; provided, that no person shall be
authorized to serve as a member of the Committee if he or she
is not a Disinterested Person; and, provided further, that any
action taken by the Committee which is not in full compliance
with the disinterested administration provisions of Rule 16b-
3(c) of the Securities Exchange Act of 1934, as amended, shall
be void and of no effect.
For purposes of this Section 3, a "Disinterested Person"
means a director who has not at any time within one year prior
to exercising discretion in administering the Plan been
allocated or granted equity securities or stock options or
stock appreciation rights pursuant to the Plan or any other
plan of the Company or any of its affiliates entitling the
participants therein to acquire stock, stock options or stock
appreciation rights of the Company or any of its affiliates,
or is otherwise "disinterested" as defined in Rule 16b-3(c) of
the Securities Exchange Act of 1934, as amended. Subject to
the provisions of the Plan, the Committee is authorized (a) to
direct the grant of Options, (b) to determine which of the
employees of the Company shall be granted Options, when such
grant shall be made and the number of shares of Stock to be
covered by such Options, (c) to determine the fair market
value of the Stock covered by each Option, (d) to determine
the nature and amount of consideration to flow to the Company,
(e) to determine the manner and in its discretion either
generally or in any one or more particular instances to
accelerate the time or times when such Options shall be
exercisable, (f) to determine other conditions and
limitations, if any, on each Option granted under the Plan
(which need not be identical), (g) to prescribe the form or
forms of the instruments evidencing the Options and any
restrictions imposed on the Stock purchased under the Options
and of any other instruments required under the Plan and to
change such forms from time to time, (h) to adopt, amend and
rescind rules and regulations for the administration of the
Plan and waive compliance either generally or in any one or
more particular instances by an optionee with the requirements
of any such rule or regulation or any Option, subject to the
provisions of the Plan and any other applicable requirements,
(i) to decide all questions and settle all controversies and
disputes which may arise in connection with the Plan and (j)
to interpret the Plan and to make all other determinations
deemed necessary or advisable for the administration of the
Plan. A majority of the members of the Committee shall
constitute a quorum, and all determinations of the Committee
shall be made by a majority of its members. All decisions,
determinations and interpretations of the Committee shall be
binding on all parties concerned. Any determination of the
Committee under the Plan may be made without notice or meeting
of the Committee by a writing signed by all of the Committee
members.
4. Shares Covered by the Plan. The Stock to be offered
under the Plan may be unissued shares or treasury shares or a
combination thereof, as the Committee may from time to time
determine. Subject to Section 11, the number of shares
available and reserved for issue under the Plan shall not
exceed 1,050,000 shares of Stock. If any Options granted under
the Plan, for any reason, terminate or expire without having
been exercised in full, the Stock not purchased under such
Options shall be available again for purposes of the Plan.
5. Eigibility. Key employees of the Company (including
officers and directors who are employees) but excluding
Carroll M. Martenson shall be eligible for selection by the
Committee as optionees under the Plan. In selecting the
individuals to whom Options shall be granted, as well as in
determining the number of shares subject to each Option, the
Committee shall take into consideration the recommendations of
the members of the Committee who are also employees of the
Company and such factors as it shall deem relevant in
connection with accomplishing the purposes of the Plan. An
individual who has been granted an Option may, if he is
otherwise eligible, be granted an additional Option or
Options; provided, however, subject to Section 11, no
individual shall be granted Options to purchase in the
aggregate more than 300,000 shares of Stock.
2 EXHIBIT 10
<PAGE> 4
EXHIBIT 10
6. Limitations on Granting of Options. No Option shall be
granted under the Plan after October 27, 1997.
7. Terms and Conditions of Options. All Options granted
under the Plan shall be subject to the following terms and
conditions and to such other terms and conditions as the
Committee shall determine to be appropriate to accomplish the
purposes of the Plan:
(a) Option Price. The Option price per share of
Stock under each Option shall be not less than the fair market
value per share at the time the Option is deemed granted
pursuant to paragraph (b) below. For purposes of the Plan
the fair market value of the Stock on any date shall be
determined by the Committee and may be computed by such method
as the Committee shall consider will reflect the fair market
value of the Stock on such date. The proceeds of sale of Stock
subject to Options are to be added to the general funds of the
Company and used for such corporate purposes as the Board of
Directors may determine.
(b) Time of Granting Options. The date of grant of
an Option under the Plan shall, for all purposes, be the later
of the date on which the Committee makes the determination
granting such Option or the establishment of the Option price
and no grant shall be deemed effective under the Plan prior to
such date. Notice of the determination shall be given to each
employee to whom an Option is so granted within a reasonable
time after the date of such grant.
(c) Period of Options. The period of an Option
shall not exceed ten years from the date of the grant and no
Option shall be exercisable after the expiration of such term.
In addition, and except as provided in Section 8 hereof, an
Option shall not be exercisable unless the holder thereof
shall, at the time of exercise, be an employee of the Company
or a subsidiary or an affiliate of the Company.
(d) Exercise of Options. Except as hereinafter
provided, each Option shall be made exercisable at such time
or times, whether or not in installments, as the Committee
shall prescribe at the time the Option is granted. In the case
of an Option not immediately exercisable in full, the
Committee may at any time accelerate the time at which all or
any part of the Option may be exercised. The options granted
to each of the Company's officers shall become 100% vested and
exercisable on the day before the first to occur of the
following events:
(i) Any Person (as defined in
Section 13(d) of the Securities Exchange
Act of 1934, as amended [the "Exchange
Act"]), or a broker, bank or trust
company holding common stock of the
Company for the account of customers who
are not members of a "group" (within the
meaning of Section 13(d) of the Exchange
Act), becoming the record or beneficial
owner of 30% or more of any class of the
Company's voting equity securities, as
disclosed by the Company's stock records
or in any other way, including, without
limitation, any filing with the
Securities and Exchange Commission or
otherwise (a "Change in Control"); or
3 EXHIBIT 10
<PAGE> 5
EXHIBIT 10
(ii) Upon the purchase of 30% or more
of any class of the Company's voting
equity securities pursuant to any tender
offer or exchange offer for shares of the
Company's stock, other than one made by
the Company (a "Tender Offer"); or
(iii) Upon approval by the
shareholders of the Company (or, if
later, approval by the shareholders of a
third party) of any merger,
consolidation, reorganization or other
transaction providing for the conversion
or exchange of more than fifty percent
(50%) of the outstanding shares of the
Company's stock into securities of a
third party, or cash, or property, or a
combination of any of the foregoing (a
"Merger").
In addition, all Options granted hereunder shall
become 100% vested and exercisable on the day before approval
by the Board of Directors of a sale(s) or other
disposition(s), during any twelve fiscal month period,
aggregating 30% or more of the equity book value of the
Company as measured at the fiscal month end immediately
preceding the first such sale or disposition.
8. Early Termination of Option. All Options granted which
have not as yet become vested and exercisable shall terminate
immediately upon termination of employment or death. All
exercisable Options that have not been exercised shall
terminate as follows:
(a) Termination of Employment. All right to
exercise an Option shall terminate not more than three (3)
months after the optionee's employment terminates for any
reason other than his death or his disability (within the
meaning of the Company's long term disability plan, if any and
if none within the meaning of 105(d)(4) of the Code) or, if
the Option Certificate otherwise provides, his termination
after becoming eligible for retirement under the terms of the
Esterline Retirement Plan and Trust as in effect on the date
of his termination ("Retirement"). Transfer from one
corporation within the Company to another shall not be deemed
termination of employment. The Committee shall have the
authority to determine in each case whether an authorized
leave of absence or absence on military or governmental
service shall be deemed a termination of employment for
purposes of this subsection.
(b) Death of Optionee. If any optionee dies while
employed by the Company, or within three (3) months
thereafter, his Option shall terminate at the time provided in
his Option certificate for termination in the event of death
or, if the certificate contains no such provision, his Option
shall terminate three years after his death (but in each
instance not later than the date the Option would otherwise
expire). In the meantime, subject to the limitations in the
Option, it may be exercised by the executors or administrators
of his estate or by his legatees or heirs.
4 EXHIBIT 10
<PAGE> 6
EXHIBIT 10
(c) Disability. In the event of termination of an
optionee's employment as a result of disability within the
meaning of paragraph (a) above, an optionee's Option shall
terminate three years after his employment terminates, in no
event, however, may an Option be exercised after the
expiration of the Option period.
(d) Retirement. In the event of termination of an
optionee's employment as a result of his Retirement, his
option shall terminate at the time specified in the Option
certificate which shall not be a period greater than three
years following his termination (but not, in any event, later
than the date the Option would otherwise expire).
9. Payment for Stock. Shares which are subject to an
Option shall be issued only upon receipt by the Company of
full payment of the consideration for the shares as to which
the Option is exercised. The Optionee may pay for all or any
portion of the aggregate option exercise price for any shares
of Stock purchased upon the exercise of any Option by
delivering to the Company shares of Stock previously held by
such optionee or by having shares withheld from the amount of
shares of Stock to be received by the optionee. The optionee
may also request the Company to withhold from the amount of
shares to be received by the optionee upon the exercise of
Options the amount of shares less than or equal to the amount
necessary to meet federal, state and local tax withholding
requirements, if any, or may elect to deliver to the Company
shares of the Company's Stock previously held by an optionee
in an amount sufficient to satisfy such tax withholding
requirement. Such an election with respect to the tax
withholding obligation (the "Withholding Election") must be
made on or before the date that the amount of the tax to be
withheld is determined (the "Tax Date"). The shares of Stock
received by the Company or withheld by the Company as payment
for shares of Stock purchased upon the exercise of Options or
in payment of the applicable tax withholding requirements
shall have a fair market value (as established by the
Committee) equal to the aggregate option exercise price (or
portion thereof) or tax withholding amount to be paid through
the exchange of previously held shares of Stock or through the
withholding of shares of Stock to be received by the optionee
upon exercise. Optionees who are subject to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 who wish
to make a Withholding Election must do so either six months or
more prior to the Tax Date or within the ten-day period
beginning the third business day following the release to the
public of a quarterly or annual summary statement of sales and
earnings of the Company and ending the twelfth business day
after such release date, but in no event later than the Tax
Date. The Company shall not be obligated to deliver any shares
unless and until, in the opinion of the Company's counsel, all
applicable federal and state laws and regulations have been
complied with, nor, if the outstanding Stock is at the time
listed upon any stock exchange, unless and until the shares to
be delivered have been listed or authorized to be added to the
list upon official notice of issuance upon such exchange, nor
unless or until all other legal matters in connection with the
issuance and delivery of shares have been approved by the
Company's counsel. Without limiting the generality of the
foregoing, the Company may require from the optionee such
investment representation or such agreement, if any, as
counsel for the Company may consider necessary in order to
comply with the Securities Act of 1933 and may require that
the optionee agree that any sale of the shares will be made
only in such manner as is permitted by the Committee and that
he will notify the Company when he makes any disposition of
the shares whether by sale, gift or otherwise. The Company
shall use its best efforts to effect any such compliance and
listing, and the optionee shall take any action reasonably
requested by the Company in such connection. An optionee shall
have the rights of a shareholder only as to shares actually
acquired by him under the Plan.
5 EXHIBIT 10
<PAGE> 7
EXHIBIT 10
10. Nontransferability of Options. No Option may be
transferred by the optionee otherwise than by will or by the
laws of descent and distribution, and during the optionee's
lifetime the Option may be exercised only by him. More
particularly, but without limiting the generality of the
foregoing, an Option may not be assigned, transferred (except
as provided in the next preceding sentence), pledged, or
hypothecated in any way (whether by operation of law or
otherwise), and will not be subject to execution, attachment
or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of any Option
contrary to the provisions of the Plan, and any levy of any
attachment or similar process upon an Option will be null and
void and without effect, and the Committee may, in its
discretion, upon the happening of any such event, terminate an
Option forthwith.
11. Changes in Stock. In the event of a stock dividend,
stock split or other change in corporate structure or
capitalization affecting the Stock, the number and kind of
shares of stock on which Options may be granted hereunder, the
number and kind of shares of stock remaining subject to each
Option outstanding at the time of such change and the Option
price shall be appropriately adjusted by the Committee, whose
determination shall be binding on all parties concerned.
Subject to any required action by the stockholders, if
Esterline shall be the surviving corporation in any merger or
consolidation (other than a merger or consolidation in which
Esterline survives but its outstanding shares are converted
into securities of another corporation or exchanged for other
consideration), any Option granted hereunder shall pertain and
apply to the securities which a holder of the number of shares
of Stock then subject to the Option should have been entitled
to receive. A dissolution or liquidation of Esterline or a
merger or consolidation in which Esterline is not the
surviving corporation or its outstanding shares are so
converted or exchanged shall cause every Option hereunder to
terminate, but at least 20 days prior to the effective date of
any such dissolution or liquidation (or if earlier any related
sale of all or substantially all assets) or of any such merger
or consolidation, the Committee shall either make all Options
outstanding hereunder immediately exercisable or arrange that
the successor or surviving corporation, if any, grant
replacement Options.
12. Employment Rights. Neither the adoption of the Plan
nor the grant of any Option under it shall confer upon any
employee of the Company any right to continued employment with
the Company, nor shall either interfere in any way with the
right of the Company to terminate the employment of any of its
employees at any time, with or without cause. Neither the
existence of the Plan nor the grant of any Option hereunder
shall be taken into account in determining any damages to
which an employee may be entitled upon termination of his
employment.
13. Miscellaneous.
(a) Other Awards and Compensation. The Plan shall
not restrict the authority of the Board of Directors of the
Company, acting directly or by authorization to any committee,
for proper corporate purposes, to grant or assume stock
Options or replacements or substitutions therefor, other than
under the Plan, whether in connection with any acquisition or
otherwise, and with respect to any employee or other person,
or to award bonuses or other benefits to optionees under the
Plan in connection with exercises under the Plan or otherwise
or to maintain or establish other compensation or benefit
plans or practices.
6 EXHIBIT 10
<PAGE> 8
EXHIBIT 10
(b) Statutory References, etc. References to the
provisions of statutes and regulations in the Plan shall be
deemed to refer to such provisions as from time to time in
effect, unless the context suggests otherwise.
14. Termination and Amendment of the Plan.
(a) Termination of Discontinuance of the Plan. The
Plan shall terminate ten years from the date on which it is
adopted by the Board of Directors or the date on which it is
approved by the shareholders, whichever is earlier. Prior
thereto, the Board of Directors may suspend or terminate the
Plan or discontinue granting Options under the Plan at any
time; provided, however, that any such suspension, termination
or discontinuance shall not affect any Options then
outstanding under the Plan. No Options under the Plan may be
granted after termination of the Plan.
(b) Amendment of the Plan. The Board of Directors
from time to time may make such modifications or amendments of
the Plan as it may deem advisable but may not, without further
approval of the shareholders of Esterline, except as provided
in Section 11 hereof (i) increase the maximum number of shares
which shall be available and reserved for issue under the
Plan, or (ii) change the class of persons eligible to receive
Options, or (iii) extend the term of the Plan beyond the
period provided in this Section.
(c) Amendment of Outstanding Options. The
Committee may at any time or times amend any outstanding
Option or Options for the purpose of satisfying the
requirements of any changes in applicable laws or regulations.
Further, it may, with the consent of the holder of the Option,
make such modifications or amendments as it shall deem
advisable.
(d) Limitation. Except as provided in Section 11,
neither the termination nor any modifications or amendment of
the Plan or any outstanding Option shall, without the consent
of the holder of an Option theretofore granted under the Plan,
adversely affect the rights of such holder with respect to
such Option or alter or impair any Option previously granted
under the Plan.
15. Termination of Right of Action. Every right of action
arising out of or in connection with the Plan by or on behalf
of the Company, or by any shareholder of Esterline against any
past, present or future member of the Board of Directors or
against any employee, or by an employee (past, present or
future) against the Company shall, irrespective of the place
where an action may be brought and irrespective of the place
or residence of any such shareholder, director or employee,
cease and be barred by the expiration of three years from the
date of the act or omission in respect to which such right of
action is alleged to have arisen.
16. Effectiveness of the Plan. The Plan shall become
effective on October 28, 1987, but shall be subject to
approval by the shareholders of Esterline at a meeting of
shareholders duly called and held, or by written consent duly
given, no later than twelve months after the adoption of the
Plan by the Board of Directors.
7 EXHIBIT 10
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in the
Registration Statement on Form S-8 dated March 28, 1994 (the
"Registration Statement") regarding the Esterline Technologies
Corporation Amended and Restated 1987 Stock Option Plan (the
"Plan") and in the prospectus for the Plan dated
March 28, 1994 of our report dated December 17, 1993 appearing
on page 31 of the Esterline Technologies Corporation Annual
Report to Shareholders for the year ended October 31, 1993,
which is incorporated by reference into the Annual Report on
Form 10-K for Esterline Technologies Corporation for the year
ended October 31, 1993. In addition, we consent to the use of
our name, and the statements with respect to us, as appearing
under the heading "Experts" in the prospectus for the Plan
filed as part of Registration Nos. 33-22322 and 33-37134,
which is incorporated by reference in the Registration
Statement.
/s/ Deloitte & Touche
- ---------------------
Deloitte & Touche
Seattle, Washington
March 28, 1994
EXHIBIT 23.1
