As filed with the Securities and Exchange Commission
on January 6, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IOMEGA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 86-0385884
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1821 West Iomega Way, Roy, Utah 84067
(Address of Principal Executive Offices) (Zip Code)
Nonqualified Deferred Compensation Plan
(Full title of the plan)
Laurie B. Keating, Esq.
Iomega Corporation
1821 West Iomega Way
Roy, Utah 84067
(Name and address of agent for service)
(801) 778-1000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities to be Amount to be Proposed maximum aggregate Amount of
registered registered(1) offering price(2) registration fee
------------------------------ -------------------------- --------------------------------- -----------------
<S> <C> <C> <C>
Nonqualified Deferred $10,000,000 $10,000,000 $2,950
Compensation Obligations(1)
------------------------------ -------------------------- --------------------------------- -----------------
</TABLE>
(1) The Nonqualified Compensation Obligations are unsecured obligations of
Iomega Corporation to pay deferred compensation in the future in accordance with
the terms of the Iomega Corporation Nonqualified Deferred Compensation Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h) under the Securities Act of 1933, as amended.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents
sent or given to participants in the Iomega Corporation (the "Registrant")
Nonqualified Deferred Compensation Plan (the "Nonqualified Deferral Plan"),
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which are filed with the Securities
and Exchange Commission (the "Commission"), are incorporated in this
Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act that contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed.
(2) 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
annual report or the prospectus referred to in (1) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities
Under the Nonqualified Deferral Plan, the Registrant will
provide a select group of highly compensated or management employees (the
"Eligible Employees") the opportunity to enter into agreements for the deferral
of a specified percentage of their cash compensation. The obligations of the
Registrant under such agreements (the "Obligations") will be unfunded and
unsecured general obligations of the Registrant to pay in the future the value
of the deferred compensation and Registrant contributions adjusted to reflect
the performance, whether positive or negative, of selected investment
measurement options, chosen by each participant, during the deferral period in
accordance with the terms of the Nonqualified Deferral Plan.
<PAGE>
The Nonqualified Deferral Plan will be administered by a committee
which shall consist of the Board of Directors or such committee as the Board
shall appoint (the "Committee"). Members of the Committee may be participants
under the Nonqualified Deferral Plan. The Committee may from time to time adopt
rules and procedures governing the Nonqualified Deferral Plan and shall have the
authority to give interpretive rulings with respect to the Nonqualified Deferral
Plan.
An Eligible Employee may elect to defer all or a portion of his or her
compensation. The amount of compensation to be deferred by each participant will
be determined in accordance with the Nonqualified Deferral Plan based on
elections by the participant. Participants may elect to defer any percentage of
annual base salary up to 50% and any percentage of bonus up to 100%.
The Obligations for each participant will equal the balance in a
bookkeeping reserve account established for such participant. The investment
earnings credited to such account will be indexed to one or more mutual funds or
indices, the type of which will be individually chosen by each participant from
a list of types of investment media. Each participant's deferred compensation
account will be adjusted to reflect contributions by the Registrant and the
investment experience of the selected mutual funds or indices, including any
appreciation or depreciation. The Registrant is not required to actually invest
the deferred compensation in the types of funds specified by participants.
However, the Registrant may establish a trust, which may be a grantor trust for
federal income tax purposes, to make such investments to assist the Registrant
in meeting the Obligations.
The Obligations will be distributed by the Registrant in accordance
with the terms of the Nonqualified Deferral Plan and upon a payment plan
selected by each participant. Upon a determination by the Committee that a
participant has suffered an unforeseeable financial emergency, the Committee may
direct the Registrant to pay such participant an amount necessary to meet the
emergency, but not exceeding the aggregate balance of the participant's deferral
account.
A participant's right or the right of any other person to the
Obligations cannot be assigned or transferred in any manner or be subject to
alienation, sale, pledge. encumbrance or other legal process. The Obligations
are not convertible into another security of the Registrant. The Obligations
will not have the benefit of a negative pledge or any other affirmative or
negative covenant on the part of the Registrant.
<PAGE>
The Registrant may at any time amend, suspend or reinstate any or all
of the provisions of the Nonqualified Deferral Plan, except that no such
amendment, suspension or reinstatement may adversely affect any participant's
deferral account as it existed as of the day before the effective date of such
amendment, suspension or reinstatement, without such participant's prior written
consent. The Registrant may terminate the Nonqualified Deferral Plan at any time
and for any reason whatsoever; provided, however, that a termination of the
Nonqualified Deferral Plan may not adversely affect the value of a participant's
deferral account as it existed as of the effective date of such termination
without the participant's prior written consent.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock being offered hereby will be
passed upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts. As
of the date hereof, partners of Hale and Dorr LLP own approximately 187,500
shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers
Under Article Sixth of the Registrant's Restated Certificate
of Incorporation and Article Fifth of the Registrant's By-Laws, each person who
is a director or officer of the Registrant shall be indemnified by the
Registrant to the full extent permitted by Section 145 of the General
Corporation Law of Delaware ("Section 145").
Section 145 provides a detailed statutory framework covering
indemnification of directors and officers of liabilities and expenses arising
out of legal proceedings brought against them by reason of their status or
service as directors or officers. This section provides that a director or
officer of a corporation (i) shall be indemnified by the corporation for all
expenses of such legal proceedings when he is successful on the merits, (ii) may
be indemnified by the corporation for the expenses, judgments, fines and amounts
paid in settlement of such proceedings (other than a derivative suit), even if
he is not successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation (and, in the case of a criminal proceeding, had no reasonable cause
to believe his conduct was unlawful), and (iii) may be indemnified by the
corporation for expenses of a derivative suit (a suit by a shareholder alleging
a breach by a director or officer of a duty owed to the corporation), even if he
is not successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. No indemnification may be made under clause (iii) above, however,
if the director or officer is adjudged liable for negligence or misconduct in
the performance of his duties to the corporation, unless a court determines
that, despite such adjudication and in view of all of the circumstances, he is
entitled to indemnification. The indemnification described in clauses (ii) and
(iii) above may be made only upon a determination that indemnification is proper
because the applicable standard of conduct has been met. Such a determination
may be made by a majority of a quorum of disinterested directors, independent
legal counsel or the stockholders. The Board of Directors may authorize
advancing litigation expenses to a director or officer upon receipt of an
undertaking by such director or officer to repay such expenses if it is
ultimately determined that he is not entitled to be indemnified for them.
<PAGE>
The Registrant has entered into indemnification agreements with each of
its directors which supplement or clarify the statutory indemnity provisions of
Section 145 in the following respects: (i) the presumption that the director or
officer met the applicable standard of conduct is established, (ii) the
advancement of litigation expenses is provided upon request if the director or
officer agrees to repay them if it is ultimately determined that he is not
entitled to indemnification for them, (iii) indemnity is explicitly provided for
settlements of derivative actions, (iv) the director or officer is permitted to
petition a court to determine whether his actions met the standard required, and
(v) partial indemnification is permitted in the event that the director or
officer is not entitled to full indemnification.
As permitted by Section 145, the Registrant has purchased a general
liability insurance policy which covers certain liabilities of directors and
officers of the Registrant arising out of claims based on acts or omissions in
their capacity as directors or officers and for which they are not indemnified
by the Registrant.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits to this
Registration Statement is incorporated herein by reference.
Item 9. Undertakings
1. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
<PAGE>
(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; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement; provided, however,
that paragraphs (i) and (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 with or
furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
2. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under
the Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Roy, Utah, on the 6th day of January, 1998.
IOMEGA CORPORATION
By: /S/ Leonard C. Purkis
Leonard C. Purkis
Senior Vice President, Finance
and Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Iomega Corporation,
hereby severally constitute Leonard C. Purkis, Laurie B. Keating and Patrick J.
Rondeau, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Iomega Corporation to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
/s/ Kim B. Edwards President, Chief Executive Officer and January 6, 1998
Kim B. Edwards Director (Principal Executive Officer)
/s/ Leonard C. Purkis Senior Vice President, Finance and Chief January 6, 1998
Leonard C. Purkis Financial Officer (Principal Financial
and Accounting Officer)
/s/ David J. Dunn Chairman of the Board of Directors December 24, 1997
David J. Dunn
/s/ David A. Duke Director December 23, 1997
David Duke
________________ Director December__, 1997
Willem H.J. Andersen
/s/ Robert P. Berkowitz Director December 24, 1997
Robert P. Berkowitz
/s/ Michael J. Kucha Director December 23, 1997
Michael J. Kucha
/s/ John R. Myers Director December 29, 1997
John R. Myers
/s/ John E. Nolan Jr. Director December 23, 1997
John E. Nolan, Jr.
/s/ John E. Sheehan Director December 29, 1997
The Hon. John E. Sheehan
/s/ James A. Sierk Director December 24, 1997
James A. Sierk
<PAGE>
Exhibit Index
Exhibit
Number Description
4.1 Iomega Corporation Nonqualified Deferred Compensation Plan
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included on the signature page of this
Registration Statement)
IOMEGA CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN
Effective January 1, 1998
TABLE OF CONTENTS
Page
Purpose.......................................................................1
ARTICLE 1 - Definitions.......................................................1
ARTICLE 2 - Selection, Enrollment, Eligibility................................6
2.1 Selection by Committee..........................................7
2.2 Enrollment Requirements.........................................7
2.3 Eligibility; Commencement of Participation......................7
2.4 Termination of Participation and/or Deferrals...................8
ARTICLE 3 - Deferral Commitments/Crediting/Taxes..............................8
3.1 Minimum Deferrals...............................................8
3.2 Maximum Deferral................................................9
3.3 Election to Defer; Effect of Election Form......................9
3.4 Withholding of Annual Deferral Amounts.........................10
3.5 Investment of Trust Assets.....................................10
3.6 Vesting........................................................10
3.7 Crediting/Debiting of Account Balances.........................10
3.8 FICA and Other Taxes...........................................13
3.9 Distributions..................................................13
3.10 Employer Deferral..............................................13
ARTICLE 4 - Short-Term Payout; Unforeseeable Financial Emergencies;
Withdrawal Election............................................14
ARTICLE 5 - Retirement Benefit...............................................15
ARTICLE 6 - Pre-Retirement Survivor Benefit..................................16
ARTICLE 7 - Termination Benefit..............................................17
ARTICLE 8 - Disability Waiver and Benefit....................................17
8.1 Disability Waiver..............................................17
8.2 Continued Eligibility; Disability Benefit......................18
ARTICLE 9 - Beneficiary Designation..........................................18
9.1 Beneficiary....................................................18
9.2 Beneficiary Designation; Change................................18
9.3 Acknowledgment.................................................19
9.4 No Beneficiary Designation.....................................19
9.5 Doubt as to Beneficiary........................................19
9.6 Discharge of Obligations.......................................19
ARTICLE 10 - Leave of Absence................................................19
ARTICLE 11 - Termination, Amendment or Modification..........................20
11.1 Termination....................................................20
11.2 Amendment......................................................21
11.3 Plan Agreement.................................................21
11.4 Effect of Payment..............................................21
<PAGE>
ARTICLE 12 - Administration..................................................21
12.1 Committee Duties...............................................21
12.2 Agents.........................................................22
12.3 Binding Effect of Decisions....................................22
12.4 Indemnity of Committee.........................................22
12.5 Employer Information...........................................22
ARTICLE 13 - Other Benefits and Agreements...................................23
13.1 Coordination with Other Benefits...............................23
ARTICLE 14 - Claims Procedures...............................................23
14.1 Presentation of Claim..........................................23
14.2 Notification of Decision.......................................23
14.3 Review of a Denied Claim.......................................24
14.4 Decision on Review.............................................24
14.5 Legal Action...................................................24
ARTICLE 15 - Trust...........................................................25
15.1 Establishment of the Trust.....................................25
15.2 Interrelationship of the Plan and the Trust....................25
15.3 Distributions From the Trust...................................25
ARTICLE 16 - Miscellaneous...................................................25
16.1 Status of Plan.................................................25
16.2 Unsecured General Creditor.....................................25
16.3 Employer's Liability...........................................26
16.4 Nonassignability...............................................26
16.5 Not a Contract of Employment...................................26
16.6 Furnishing Information.........................................26
16.7 Terms..........................................................26
16.8 Captions.......................................................27
16.9 Governing Law..................................................27
16.10 Notice.........................................................27
16.11 Successors.....................................................27
16.12 Validity.......................................................27
16.13 Incompetent....................................................27
16.14 Distribution in the Event of Taxation..........................28
16.15 Insurance......................................................28
16.16 Legal Fees To Enforce Rights After Change in Control...........28
<PAGE>
Iomega Corporation
NONQUALIFIED DEFERRED COMPENSATION PLAN
Effective January 1, 1998
Purpose
The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees who contribute materially
to the continued growth, development and future business success of Iomega
Corporation, a Delaware corporation, and its subsidiaries, if any, that sponsor
this Plan. This Plan shall be unfunded for tax purposes and for purposes of
Title I of ERISA.
ARTICLE 1
Definitions
For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:
"Account Balance" shall mean, with respect to a Participant, a
credit on the records of the Employer equal to the Deferral
Account balance. The Account Balance, and each other specified
account balance, shall be a bookkeeping entry only and shall
be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or
his or her designated Beneficiary, pursuant to this Plan.
"Annual Bonus" shall mean any compensation, in addition to
Base Annual Salary relating to services performed during any
calendar year, whether or not paid in such calendar year or
included on the Federal Income Tax Form W-2 for such calendar
year, payable to a Participant as an Employee under any
Employer's annual bonus and cash incentive plans, excluding
stock options, holiday bonuses, retention bonuses, or any
other discretionary or special bonus or awards.
"Annual Deferral Amount" shall mean that portion of a
Participant's Base Annual Salary and Annual Bonus that a
Participant elects to have, and is deferred, in accordance
with Article 3, for any one Plan Year. In the event of a
Participant's Retirement, Disability (if deferrals cease in
accordance with Section 8.1), death or a Termination of
Employment prior to the end of a Plan Year, such year's Annual
Deferral Amount shall be the actual amount withheld prior to
such event.
1
<PAGE>
"Base Annual Salary" shall mean the annual cash compensation
relating to services performed during any calendar year,
whether or not paid in such calendar year or included on the
Federal Income Tax Form W-2 for such calendar year, excluding
bonuses of every type, commissions, overtime, fringe benefits,
stock options, relocation expenses, incentive payments,
non-monetary awards, and other fees, automobile and other
allowances paid to a Participant for employment services
rendered (whether or not such allowances are included in the
Employee's gross income). Base Annual Salary shall be
calculated before reduction for compensation voluntarily
deferred or contributed by the Participant pursuant to all
qualified or non-qualified plans of any Employer and shall be
calculated to include amounts not otherwise included in the
Participant's gross income under Code Sections 125, 402(e)(3),
402(h), or 403(b) pursuant to plans established by any
Employer; provided, however, that all such amounts will be
included in compensation only to the extent that, had there
been no such plan, the amount would have been payable in cash
to the Employee.
"Annual Installment Method" shall be an annual installment
payment over the number of years selected by the Participant
in accordance with this Plan, calculated as follows: The
Account Balance of the Participant shall be calculated as of
the close of business three business days prior to the last
business day of the year. The annual installment shall be
calculated by multiplying this balance by a fraction, the
numerator of which is one, and the denominator of which is the
remaining number of annual payments due the Participant. By
way of example, if the Participant elects a 10 year Annual
Installment Method, the first payment shall be 1/10 of the
Account Balance, calculated as described in this definition.
The following year, the payment shall be 1/9 of the Account
Balance, calculated as described in this definition. Each
annual installment shall be paid on or as soon as practicable
after the last business day of the applicable year.
"Beneficiary" shall mean one or more persons, trusts, estates
or other entities, designated in accordance with Article 9,
that are entitled to receive benefits under this Plan upon the
death of a Participant.
"Beneficiary Designation Form" shall mean the form established
from time to time by the Committee that a Participant
completes, signs and returns to the Committee to designate one
or more Beneficiaries.
2
<PAGE>
"Board" shall mean the board of directors of the Company.
"Change in Control" shall mean the first to occur of any of
the following events: (a) the acquisition by an individual,
entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person") of beneficial ownership of
any capital stock of the Company if, after such acquisition,
such Person beneficially owns (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 30% or more of
either (i) the then-outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not
constitute a Change in Control: (i) any acquisition directly
from the Company, (ii) any acquisition by the Company, (iii)
any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (iv) any acquisition
by any corporation pursuant to a transaction which complies
with clauses (i), (ii) and (iii) of subsection (c) of this
Section 1.9; or
(b) individuals who, as of the date hereof,
constitute the members of the Board (the "Incumbent
Directors") ceasing for any reason to constitute at least a
majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of
the Incumbent Directors then in office shall be deemed to be
an Incumbent Director (except that this proviso shall not
apply to any individual whose initial election as a director
occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board); or
(c) the consummation of a reorganization, merger or
consolidation involving the Company or a sale or other
disposition of all or substantially all of the assets of the
Company (a "Business Combination"), unless, immediately
following such Business Combination, each of the following
three conditions is satisfied: (i) all or substantially all of
the individuals and entities who were the beneficial owners of
the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more
than 50% of the then-outstanding shares of common stock and
the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of
directors, respectively, of the resulting or acquiring
corporation in such Business Combination (which shall include,
without limitation, a corporation which as a result of such
transaction owns the Company or substantially all of the
Company's assets either directly or through one or more
subsidiaries) (such resulting or acquiring corporation is
referred to herein as the "Acquiring Corporation") in
substantially the same proportions as their ownership,
3
<PAGE>
immediately prior to such Business Combination, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, respectively, (ii) no Person (excluding the
Acquiring Corporation or any employee benefit plan (or related
trust) maintained or sponsored by the Company or the Acquiring
Corporation) beneficially owns, directly or indirectly, 30% or
more of the then outstanding shares of common stock of the
Acquiring Corporation, or of the combined voting power of the
then-outstanding voting securities of such corporation (except
to the extent that such ownership existed prior to the
Business Combination) and (iii) a majority of the members of
the board of directors of the Acquiring Corporation were
Incumbent Directors at the time of the execution of the
initial agreement, or of the action of the Board, providing
for such Business Combination; or
(d) approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
"Claimant" shall have the meaning set forth in Section 14.1.
"Code" shall mean the Internal Revenue Code of 1986, as it may
be amended from time to time.
"Committee" shall mean the committee described in Article 12.
"Company" shall mean Iomega Corporation, a Delaware
corporation, and any successor to all or substantially all of
the Company's assets or business.
"Deduction Limitation" shall mean the following described
limitation on a benefit that may otherwise be distributable
pursuant to the provisions of this Plan. Except as otherwise
provided, this limitation shall be applied to all
distributions that are "subject to the Deduction Limitation"
under this Plan. If an Employer determines in good faith prior
to a Change in Control that there is a reasonable likelihood
that any compensation paid to a Participant for a taxable year
of the Employer would not be deductible by the Employer solely
by reason of the limitation under Code Section 162(m), then to
the extent deemed necessary by the Employer to ensure that the
entire amount of any distribution to the Participant pursuant
to this Plan prior to the Change in Control is deductible, the
Employer may defer all or any portion of a distribution under
this Plan. Any amounts deferred pursuant to this limitation
shall continue to be credited/debited with additional amounts
in accordance with Section 3.7 below. The amounts so deferred
and amounts credited thereon shall be distributed to the
Participant or his or her Beneficiary (in the event of the
Participant's death) at the earliest possible date, as
determined by the Employer in good faith, on which the
deductibility of compensation paid or payable to the
Participant for the taxable year of the Employer during which
the distribution is made will not be limited by Section
162(m), or if earlier, the effective date of a Change in
Control. Notwithstanding anything to the contrary in this
Plan, the Deduction Limitation shall not apply to any
distributions made after a Change in Control.
4
<PAGE>
"Deferral Account" shall mean (i) the sum of all of a
Participant's Annual Deferral Amounts, plus (ii) amounts
credited in accordance with all the applicable crediting
provisions of this Plan that relate to the Participant's
Deferral Account, less (iii) all distributions made to the
Participant or his or her Beneficiary pursuant to this Plan
that relate to his or her Deferral Account.
"Disability" shall mean a period of disability during which a
Participant qualifies for disability benefits under the
Participant's Employer's long-term disability plan, or, if a
Participant does not participate in such a plan, a period of
disability during which the Participant would have qualified
for permanent disability benefits under such a plan had the
Participant been a participant in such a plan, as determined
in the sole discretion of the Committee. If the Participant's
Employer does not sponsor such a plan, or discontinues to
sponsor such a plan, Disability shall be determined by the
Committee in its sole discretion.
"Disability Benefit" shall mean the benefit set forth in
Article 8.
"Election Form" shall mean the form established from time to
time by the Committee that a Participant completes, signs and
returns to the Committee to make an election under the Plan.
"Employee" shall mean a person who is an employee of any
Employer.
"Employer(s)" shall mean the Company and/or any of its
subsidiaries (now in existence or hereafter formed or
acquired) that have been selected by the Board or any
authorized committee thereof to participate in the Plan and
have adopted the Plan as a sponsor.
"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as it may be amended from time to time. "Participant"
shall mean any Employee (i) who is selected to participate in
the Plan, (ii) who elects to participate in the Plan, (iii)
who signs a Plan Agreement, an Election Form and a Beneficiary
Designation Form, (iv) whose signed Plan Agreement, Election
Form and Beneficiary Designation Form are accepted by the
Committee, (v) who commences participation in the Plan, and
(vi) whose Plan Agreement has not terminated. A spouse or
former spouse of a Participant shall not be treated as a
Participant in the Plan or have an account balance under the
Plan, even if he or she has an interest in the Participant's
benefits under the Plan as a result of applicable law or
property settlements resulting from legal separation or
divorce.
"Plan" shall mean the Company's Nonqualified Deferred
Compensation Plan, which shall be evidenced by this instrument
and by each Plan Agreement, as they may be amended from time
to time.
5
<PAGE>
"Plan Agreement" shall mean a written agreement, as may be
amended from time to time, which is entered into by and
between an Employer and a Participant. Each Plan Agreement
executed by a Participant and the Participant's Employer shall
provide for the entire benefit to which such Participant is
entitled under the Plan; should there be more than one Plan
Agreement, the Plan Agreement bearing the latest date of
acceptance by the Employer shall supersede all previous Plan
Agreements in their entirety and shall govern such
entitlement. The terms of any Plan Agreement may be different
for any Participant, and any Plan Agreement may provide
additional benefits not set forth in the Plan or limit the
benefits otherwise provided under the Plan; provided, however,
that any such additional benefits or benefit limitations must
be agreed to by both the Employer and the Participant.
"Plan Year" shall mean a period beginning on January 1 of each
calendar year and continuing through December 31 of such
calendar year.
"Pre-Retirement Survivor Benefit" shall mean the benefit set
forth in Article 6 for purposes of this Plan only.
"Retirement", "Retire(s)" or "Retired" shall mean, with
respect to an Employee, severance from employment from all
Employers for any reason other than a leave of absence, death
or Disability on or after the earlier of the attainment of (a)
age sixty-five (65) or (b) age fifty-five (55) with ten (10)
Years of Service. The definition in this Section 1.27 shall
not have any effect on any other plan maintained by the
Employer.
"Retirement Benefit" shall mean the benefit set forth in
Article 5. "Short-Term Payout" shall mean the payout set
forth in Section 4.1.
"Termination Benefit" shall mean the benefit set forth in
Article 7.
"Termination of Employment" shall mean the severing of
employment with all Employers, voluntarily or involuntarily,
for any reason other than Retirement, Disability, death or an
authorized leave of absence.
"Trust" shall mean one or more trusts established pursuant to
one or more trust agreements between the Company and the
trustee named therein, as amended from time to time.
"Unforeseeable Financial Emergency" shall mean an
unanticipated emergency that is caused by an event beyond the
control of the Participant that would result in severe
financial hardship to the Participant resulting from (i) a
sudden and unexpected illness or accident of the Participant
or a dependent of the Participant, (ii) a loss of the
Participant's property due to casualty, or (iii) such other
extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant, all as
determined in the sole discretion of the Committee.
ARTICLE 2
Selection, Enrollment, Eligibility
6
<PAGE>
Selection by Committee. Participation in the Plan shall be
limited to a select group of management and highly compensated
Employees of the Employers, as determined by the Committee in
its sole discretion. From that group, the Committee shall
select, in its sole discretion, Employees to participate in
the Plan.
Enrollment Requirements. As a condition to participation, each
selected Employee shall complete, execute and return to the
Committee a Plan Agreement, an Election Form and a Beneficiary
Designation Form, all within 30 days after he or she is
selected to participate in the Plan. In addition, the
Committee shall establish from time to time such other
enrollment requirements as it determines in its sole
discretion are necessary.
Eligibility; Commencement of Participation. Provided an
Employee selected to participate in the Plan has met all
enrollment requirements set forth in this Plan and required by
the Committee, including returning all required documents to
the Committee within the specified time period, that Employee
shall commence participation in the Plan on the first day of
the month following the month in which the Employee completes
all enrollment requirements. If an Employee fails to meet all
such requirements within the period required, in accordance
with Section 2.2, that Employee shall not be eligible to
participate in the Plan until the first day of the Plan Year
following the delivery to and acceptance by the Committee of
the required documents.
7
<PAGE>
Termination of Participation and/or Deferrals. If the
Committee determines in good faith that a Participant no
longer qualifies as a member of a select group of management
or highly compensated employees, as membership in such group
is determined in accordance with Sections 201(2), 301(a)(3)
and 401(a)(1) of ERISA, the Committee shall have the right, in
its sole discretion, to (i) terminate any deferral election
the Participant has made for the remainder of the Plan Year in
which the Participant's membership status changes, (ii)
prevent the Participant from making future deferral elections
and/or (iii) immediately distribute the Participant's then
Account Balance as a Termination Benefit and terminate the
Participant's participation in the Plan.
ARTICLE 3
Deferral Commitments/Crediting/Taxes
Minimum Deferrals.
Base Annual Salary and Annual Bonus. For each Plan
Year, a Participant may elect to defer, as his or her
Annual Deferral Amount, part or all of the
Participant's Base Annual Salary, and/or Annual Bonus
in the following minimum amounts for each deferral
elected:
Minimum
Deferral Amount
Base Annual Salary $5,000
Annual Bonus $5,000
If an election is made for less than stated minimum
amounts, or if no election is made, the amount
deferred shall be zero.
8
<PAGE>
Maximum Deferral
Base Annual Salary and Annual Bonus. For each Plan
Year, a Participant may elect to defer, as his or her
Annual Deferral Amount, part or all of the
Participant's Base Annual Salary, and/or Annual Bonus
up to the following maximum percentages for each
deferral elected:
Maximum
Deferral Amount
Base Annual Salary 50%
Annual Bonus 100%
Notwithstanding the foregoing, if a Participant first
becomes a Participant after the first day of a Plan
Year, or in the case of the first Plan Year of the
Plan itself, the maximum Annual Deferral Amount, with
respect to Base Annual Salary and/or Annual Bonus
shall be limited to the amount of compensation not
yet earned by the Participant as of the date the
Participant submits a Plan Agreement and Election
Form to the Committee for acceptance.
An election to defer Base Annual Salary and/or Annual
Bonus may be expressed as an election to defer (i) a
specific percentage, (ii) a specific dollar amount or
(iii) the excess over a specified dollar amount.
Election to Defer; Effect of Election Form.
First Plan Year. If a Participant's commencement of
participation in the Plan is coincident with the
Participant's commencement of employment, the
Participant shall, within 30 days after commencement
of participation, make an irrevocable deferral
election for the Plan Year in which the Participant
commences participation in the Plan, along with such
other elections as the Committee deems necessary or
desirable under the Plan. For these elections to be
valid, the Election Form must be completed and signed
by the Participant, timely delivered to the Committee
(in accordance with Section 2.2 above) and accepted
by the Committee. If a Participant's commencement of
participation begins after commencement of
employment, the Participant may not make a deferral
election until the Plan Year beginning after
commencement of employment.
Subsequent Plan Years. For each succeeding Plan Year,
an irrevocable deferral election for that Plan Year,
and such other elections as the Committee deems
necessary or desirable under the Plan, shall be made
by timely delivering to the Committee, in accordance
with its rules and procedures, before the end of the
Plan Year preceding the Plan Year for which the
election is made, a new Election Form. If no such
Election Form is timely delivered for a Plan Year,
the Annual Deferral Amount shall be zero for that
Plan Year.
9
<PAGE>
Withholding of Annual Deferral Amounts. For each Plan Year,
the Base Annual Salary portion of the Annual Deferral Amount
shall be withheld from each regularly scheduled Base Annual
Salary payroll in equal amounts, as adjusted from time to time
for increases and decreases in Base Annual Salary. The Annual
Bonus portion of the Annual Deferral Amount shall be withheld
at the time the Annual Bonus is or otherwise would be paid to
the Participant, whether or not this occurs during the Plan
Year itself. No withholding shall be permitted within twelve
months after the Participant has received a hardship
distribution from the Iomega Corporation Retirement and
Investment Savings Plan.
Investment of Trust Assets. The Trustee of the Trust shall be
authorized, upon written instructions received from the
Committee or investment manager appointed by the Committee, to
invest and reinvest the assets of the Trust in accordance with
the applicable Trust Agreement, including the disposition of
stock and reinvestment of the proceeds in one or more
investment vehicles designated by the Committee.
Vesting. A Participant shall at all times be 100% vested in
his or her Deferral Account.
Crediting/Debiting of Account Balances. In accordance with,
and subject to, the rules and procedures that are established
from time to time by the Committee, in its sole discretion,
amounts shall be credited or debited to a Participant's
Account Balance in accordance with the following rules:
Election of Measurement Funds. A Participant, in
connection with his or her initial deferral election
in accordance with Section 3.2(a) above, shall elect,
on the Election Form, one or more Measurement Fund(s)
(as described in Section 3.7(c) below) to be used to
determine the additional amounts to be credited to
his or her Account Balance when the Participant
commences participation in the Plan and continuing
thereafter, unless changed in accordance with the
next sentence. Commencing with the first business day
that follows the Participant's commencement of
participation in the Plan and continuing thereafter,
the Participant may (but is not required to) elect,
by submitting an Election Form to the Committee that
is accepted by the Committee, to add or delete one or
more Measurement Fund(s) to be used to determine the
additional amounts to be credited to his or her
Account Balance, or to change the portion of his or
her Account Balance allocated to each previously or
newly elected Measurement Fund. If an election is
made in accordance with the previous sentence, it
shall apply to the next business day and continue
thereafter, unless changed in accordance with the
previous sentence. For purposes of this Section 3.7,
business day is defined as any day during which the
New York Stock Exchange is open.
10
<PAGE>
Proportionate Allocation. In making any election
described in Section 3.7(a) above, the Participant
shall specify on the Election Form, in increments of
one percentage point (1%), the percentage of his or
her Account Balance to be allocated to a Measurement
Fund (as if the Participant was making an investment
in that Measurement Fund with that portion of his or
her Account Balance).
Measurement Funds. The Participant may elect one or
more of the following measurement funds set forth on
Schedule A.
As necessary, the Committee may, in its sole discretion,
discontinue, substitute or add a Measurement Fund. Each such
action will take effect as of the next business day that
follows the day on which the Committee gives Participants
advance writte notice of such change.
Crediting or Debiting Method. Subject to charges for
administrative expenses as provided in Section
3.7(f), the performance of each elected Measurement
Fund (either positive or negative) will be determined
by the Committee, in its sole discretion, based on
the performance of the Measurement Funds themselves.
A Participant's Account Balance shall be credited or
debited on a daily basis based on the performance of
each Measurement Fund selected by the Participant, as
determined by the Committee in its sole discretion,
as though (i) a Participant's Account Balance were
invested in the Measurement Fund(s) selected by the
Participant, in the percentages applicable to such
business day, at the closing price on such date; (ii)
the portion of the Annual Deferral Amount that was
actually deferred during any business day were
invested in the Measurement Fund(s) selected by the
Participant, in the percentages applicable to such
business day, at the closing price on such date; and
(iii) any distribution made to a Participant that
decreases such Participant's Account Balance ceased
being invested in the Measurement Fund(s), in the
percentages applicable to such business day, at the
closing price on such date.
11
<PAGE>
No Actual Investment. Notwithstanding any other
provision of this Plan that may be interpreted to the
contrary, the Measurement Funds are to be used for
measurement purposes only, and a Participant's
election of any such Measurement Fund, the allocation
to his or her Account Balance thereto, the
calculation of additional amounts and the crediting
or debiting of such amounts to a Participant's
Account Balance shall not be considered or construed
in any manner as an actual investment of his or her
Account Balance in any such Measurement Fund. In the
event that the Company or the Trustee (as that term
is defined in the Trust), in its own discretion,
decides to invest funds in any or all of the
Measurement Funds, no Participant shall have any
rights in or to such investments themselves. Without
limiting the foregoing, a Participant's Account
Balance shall at all times be a bookkeeping entry
only and shall not represent any investment made on
his or her behalf by the Company or the Trust.
Expenses. The Account Balance of each Participant
shall be debited by the amount of the reasonable
administrative expenses of the Plan in the same
proportion that the Participant's Account Balance
bears to the total Account Balances of all
Participants.
12
<PAGE>
FICA and Other Taxes. For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the
Participant's Employer(s) shall withhold from that portion of
the Participant's Base Annual Salary and Bonus that is not
being deferred, in a manner determined by the Employer(s), the
Participant's share of FICA and other employment taxes on such
Annual Deferral Amount. If necessary, the Committee may reduce
the Annual Deferral Amount in order to comply with this
Section 3.8.
Distributions. The Participant's Employer(s), or the trustee
of the Trust, shall withhold from any payments made to a
Participant under this Plan all federal, state and local
income, employment and other taxes required to be withheld by
the Employer(s), or the trustee of the Trust, in connection
with such payments, in amounts and in a manner to be
determined in the sole discretion of the Employer(s) and the
trustee of the Trust.
Employer Deferral. If an Employer determines in good faith
prior to a Change in Control that there is a reasonable
likelihood that any compensation paid to a Participant for a
taxable year would not be deductible by the Employer solely by
reason of the limitation under Code Section 162(m), then to
the extent deemed necessary by the Employer to ensure that all
of the compensation payable to the Participant prior to the
Change in Control is deductible, the Employer may reduce the
Participant's Base Annual Salary and/or Annual Bonus and treat
the amount of such reduction as an amount deferred by the
Participant. The amount so deferred and amounts credited
thereon shall be distributed to the Participant (or his or her
Beneficiary in the event of the Participant's death) at the
earliest possible date, as determined by the Employer in good
faith, on which the deductibility of compensation paid or
payable to the Participant for the taxable year of the
Employer during which the distribution is made will not be
limited by Section 162(m), or if earlier, the effective date
of a Change in Control. No deferrals may be made under this
Section 3.10 after the effective date of a Change in Control.
For purposes of this Section 3.10 only, the term "Participant"
shall mean any Employee who has been selected to participate
in the Plan.
13
<PAGE>
ARTICLE 4
Short-Term Payout; Unforeseeable Financial Emergencies;
Withdrawal Election
Short-Term Payout. In connection with each election to defer
an Annual Deferral Amount, a Participant may irrevocably elect
to receive a future "Short-Term Payout" from the Plan with
respect to such Annual Deferral Amount. Subject to the
Deduction Limitation, the Short-Term Payout shall be a lump
sum payment in an amount that is equal to the Annual Deferral
Amount plus amounts credited or debited in the manner provided
in Section 3.7 above on that amount, determined at the time
that the Short-Term Payout becomes payable (rather than the
date of a Termination of Employment). Subject to the Deduction
Limitation and the other terms and conditions of this Plan,
each Short-Term Payout elected shall be paid out during a
period beginning 1 day and ending 60 days after the last day
of any Plan Year designated by the Participant that is at
least three Plan Years after the Plan Year in which the Annual
Deferral Amount is actually deferred. By way of example, if a
three year Short-Term Payout is elected for Annual Deferral
Amounts that are deferred in the Plan Year commencing January
1, 1998, the three year Short-Term Payout would become payable
during a 60 day period commencing January 1, 2002.
Other Benefits Take Precedence Over Short-Term. Should an
event occur that triggers a benefit under Article 5, 6, 7 or
8, any Annual Deferral Amount, plus amounts credited or
debited thereon, that is subject to a Short-Term Payout
election under Section 4.1 shall not be paid in accordance
with Section 4.1 but shall be paid in accordance with the
other applicable Article.
Withdrawal Payout/Suspensions for Unforeseeable Financial
Emergencies. If the Participant experiences an Unforeseeable
Financial Emergency, the Participant may petition the
Committee to (i) suspend any deferrals required to be made by
a Participant and/or (ii) receive a partial or full payout
from the Plan. The payout shall not exceed the lesser of the
Participant's Account Balance, calculated as if such
Participant were receiving a Termination Benefit, or the
amount reasonably needed to satisfy the Unforeseeable
Financial Emergency as determined by the Committee. If,
subject to the sole discretion of the Committee, the petition
for a suspension and/or payout is approved, suspension shall
take effect upon the date of approval and any payout shall be
made within 60 days of the date of approval. The payment of
any amount under this Section 4.3 shall not be subject to the
Deduction Limitation or any withdrawal penalty.
Withdrawal Election. A Participant (or, after a Participant's
death, his or her Beneficiary) may elect, at any time, to
withdraw all of his or her Account Balance, calculated as if
there had occurred a Termination of Employment as of the day
of the election, less a withdrawal penalty equal to 10% of
such amount (the net amount shall be referred to as the
"Withdrawal Amount"). This election can be made at any time,
before or after Retirement, Disability, death or Termination
of Employment, and whether or not the Participant (or
Beneficiary) is in the process of being paid pursuant to an
installment payment schedule. If made before Retirement,
Disability or death, a Participant's Withdrawal Amount shall
be his or her Account Balance calculated as if there had
occurred a Termination of Employment as of the day of the
election. No partial withdrawals of the Withdrawal Amount
shall be allowed. The Participant (or his or her Beneficiary)
shall make this election by giving the Committee advance
written notice of the election in a form determined from time
to time by the Committee. The Participant (or his or her
Beneficiary) shall be paid the Withdrawal Amount within 60
14
<PAGE>
days of his or her election. Once the Withdrawal Amount is
paid, the Participant's participation in the Plan shall
terminate and the Participant shall not be eligible to
participate in the Plan until the next enrollment period which
is at least 12 months after the date of withdrawal. The
payment of this Withdrawal Amount shall not be subject to the
Deduction Limitation.
ARTICLE 5
Retirement Benefit
Retirement Benefit. Subject to the Deduction Limitation, a
Participant who Retires shall receive, as a Retirement
Benefit, his or her Account Balance.
Payment of Retirement Benefit. A Participant, in connection
with his or her commencement of participation in the Plan,
shall elect on an Election Form to receive the Retirement
Benefit in a lump sum or pursuant to an Annual Installment
Method of 5, 10 or 15 years. The Participant may annually
change his or her election to an allowable alternative payout
period by submitting a new Election Form to the Committee,
provided that any such Election Form is submitted at least one
year prior to the Participant's Retirement and is accepted by
the Committee in its sole discretion. The Election Form most
recently accepted by the Committee shall govern the payout of
the Retirement Benefit. If a Participant does not make any
election with respect to the payment of the Retirement
Benefit, then such benefit shall be payable in a lump sum. The
lump sum payment shall be made, or installment payments shall
commence, no later than 60 days after the date the Participant
Retires. Any payment made shall be subject to the Deduction
Limitation.
Death Prior to Completion of Retirement Benefit. If a
Participant dies after Retirement but before the Retirement
Benefit is paid in full, the Participant's unpaid Retirement
Benefit payments shall continue and shall be paid to the
Participant's Beneficiary (a) over the remaining number of
months and in the same amounts as that benefit would have been
paid to the Participant had the Participant survived, or (b)
in a lump sum, if requested by the Beneficiary and allowed in
the sole discretion of the Committee, that is equal to the
Participant's unpaid remaining Account Balance.
15
<PAGE>
ARTICLE 6
Pre-Retirement Survivor Benefit
Pre-Retirement Survivor Benefit. Subject to the Deduction
Limitation, the Participant's Beneficiary shall receive a
Pre-Retirement Survivor Benefit equal to the Participant's
Account Balance if the Participant dies before he or she
Retires, experiences a Termination of Employment or suffers
a Disability.
Payment of Pre-Retirement Survivor Benefit. A Participant, in
connection with his or her commencement of participation in
the Plan, shall elect on an Election Form whether the
Pre-Retirement Survivor Benefit shall be received by his or
her Beneficiary in a lump sum or pursuant to an Annual
Installment Method of 5, 10 or 15 years. The Participant may
annually change this election to an allowable alternative
payout period by submitting a new Election Form to the
Committee, which form must be accepted by the Committee in its
sole discretion. The Election Form most recently accepted by
the Committee prior to the Participant's death shall govern
the payout of the Participant's Pre-Retirement Survivor
Benefit. If a Participant does not make any election with
respect to the payment of the Pre-Retirement Survivor Benefit,
then such benefit shall be paid in a lump sum. Despite the
foregoing, if the Participant's Account Balance at the time of
his or her death is less than $25,000, payment of the
PreRetirement Survivor Benefit may be made, in the sole
discretion of the Committee, in a lump sum or pursuant to an
Annual Installment Method of not more than 5 years. The lump
sum payment shall be made, or installment payments shall
commence, no later than 60 days after the date the Committee
is provided with proof that is satisfactory to the Committee
of the Participant's death. Any payment made shall be subject
to the Deduction Limitation.
16
<PAGE>
ARTICLE 7
Termination Benefit
Termination Benefit. Subject to the Deduction Limitation, the
Participant shall receive a Termination Benefit, which shall
be equal to the Participant's Account Balance if a Participant
experiences a Termination of Employment prior to his or her
Retirement, death or Disability.
Payment of Termination Benefit. If the Participant's Account
Balance at the time of his or her Termination of Employment is
less than $25,000, payment of his or her Termination Benefit
shall be paid in a lump sum. If his or her Account Balance at
such time is equal to or greater than that amount, the
Committee, in its sole discretion, may cause the Termination
Benefit to be paid in a lump sum or in substantially equal
annual installment payments over a period of time that does
not exceed five years in duration. The lump sum payment shall
be made, or installment payments shall commence, no later than
60 days after the date of the Participant's Termination of
Employment. Any payment made shall be subject to the Deduction
Limitation.
ARTICLE 8
Disability Waiver and Benefit
Disability Waiver.
Waiver of Deferral. A Participant who is determined
by the Committee to be suffering from a Disability
shall be excused from fulfilling that portion of the
Annual Deferral Amount commitment that would
otherwise have been withheld from a Participant's
Base Annual Salary and Annual Bonus for the Plan Year
during which the Participant first suffers a
Disability. During the period of Disability, the
Participant shall not be allowed to make any
additional deferral elections, but will continue to
be considered a Participant for all other purposes of
this Plan.
17
<PAGE>
Return to Work. If a Participant returns to
employment with an Employer after a Disability
ceases, the Participant may elect to defer an Annual
Deferral Amount for the Plan Year following his or
her return to employment or service and for every
Plan Year thereafter while a Participant in the Plan;
provided such deferral elections are otherwise
allowed and an Election Form is delivered to and
accepted by the Committee for each such election in
accordance with Section 3.3 above.
Continued Eligibility; Disability Benefit. A Participant
suffering a Disability shall, for benefit purposes under this
Plan, continue to be considered to be employed and shall be
eligible for the benefits provided for in Articles 4, 5, 6 or
7 in accordance with the provisions of those Articles.
Notwithstanding the above, the Committee shall have the right
to, in its sole and absolute discretion and for purposes of
this Plan only, and must in the case of a Participant who is
otherwise eligible to Retire, deem the Participant to have
experienced a Termination of Employment, or in the case of a
Participant who is eligible to Retire, to have Retired, at any
time (or in the case of a Participant who is eligible to
Retire, as soon as practicable) after such Participant is
determined to be suffering a Disability, in which case the
Participant shall receive a Disability Benefit equal to his or
her Account Balance at the time of the Committee's
determination; provided, however, that should the Participant
otherwise have been eligible to Retire, he or she shall be
paid in accordance with Article 5. The Disability Benefit
shall be paid in a lump sum within 60 days of the Committee's
exercise of such right. Any payment made shall be subject to
the Deduction Limitation.
ARTICLE 9
Beneficiary Designation
Beneficiary. Each Participant shall have the right, at any
time, to designate his or her Beneficiary(ies) (both primary
as well as contingent) to receive any benefits payable under
the Plan to a beneficiary upon the death of a Participant. The
Beneficiary designated under this Plan may be the same as or
different from the Beneficiary designation under any other
plan of an Employer in which the Participant participates.
Beneficiary Designation; Change. A Participant shall designate
his or her Beneficiary by completing and signing the
Beneficiary Designation Form, and returning it to the
Committee or its designated agent. A Participant shall have
the right to change a Beneficiary by completing, signing and
otherwise complying with the terms of the Beneficiary
Designation Form and the Committee's rules and procedures, as
in effect from time to time. Upon the acceptance by the
Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled.
The Committee shall be entitled to rely on the last
Beneficiary Designation Form filed by the Participant and
accepted by the Committee prior to his or her death.
18
<PAGE>
Acknowledgment. No designation or change in designation of a
Beneficiary shall be effective until received in writing and
acknowledged in writing by the Committee or its designated
agent.
No Beneficiary Designation. If a Participant fails to
designate a Beneficiary as provided in Sections 9.1, 9.2 and
9.3 above or, if all designated Beneficiaries predecease the
Participant or die prior to complete distribution of the
Participant's benefits, then the Participant's designated
Beneficiary shall be deemed to be his or her surviving spouse.
If the Participant has no surviving spouse, the benefits
remaining under the Plan to be paid to a Beneficiary shall be
payable to the then living issue of the Participant per
stirpes and, if there is no such issue, to the executor or
personal representative of the Participant's estate.
Doubt as to Beneficiary. If the Committee has any doubt as to
the proper Beneficiary to receive payments pursuant to this
Plan, the Committee shall have the right, exercisable in its
discretion, to cause the Participant's Employer to withhold
such payments until this matter is resolved to the Committee's
satisfaction.
Discharge of Obligations. The payment of benefits under the
Plan to a Beneficiary shall fully and completely discharge all
Employers and the Committee from all further obligations under
this Plan with respect to the Participant, and that
Participant's Plan Agreement shall terminate upon such full
payment of benefits.
ARTICLE 10
Leave of Absence
Paid Leave of Absence. If a Participant is authorized by the
Participant's Employer for any reason to take a paid leave of
absence from the employment of the Employer, the Participant
shall continue to be considered employed by the Employer and
the Annual Deferral Amount shall continue to be withheld
during such paid leave of absence in accordance with Section
3.4.
Unpaid Leave of Absence. If a Participant is authorized by the
Participant's Employer for any reason to take an unpaid leave
of absence from the employment of the Employer, the
Participant shall continue to be considered employed by the
Employer and the Participant shall be excused from making
deferrals until the earlier of the date the leave of absence
expires or the Participant returns to a paid employment
status. Upon such expiration or return, deferrals shall resume
for the remaining portion of the Plan Year in which the
expiration or return occurs, based on the deferral election,
if any, made for that Plan Year. If no election was made for
that Plan Year, no deferral shall be withheld.
19
<PAGE>
ARTICLE 11
Termination, Amendment or Modification
Termination. Although each Employer anticipates that it will
continue the Plan for an indefinite period of time, there is
no guarantee that any Employer will continue the Plan or will
not terminate the Plan at any time in the future. Accordingly,
each Employer reserves the right to discontinue its
sponsorship of the Plan and/or to terminate the Plan at any
time with respect to any or all of its participating
Employees, by action of its board of directors or any duly
authorized committee thereof. Upon the termination of the Plan
with respect to any Employer, the Plan Agreements of the
affected Participants who are employed by that Employer shall
terminate and their Account Balances, determined as if they
had experienced a Termination of Employment on the date of
Plan termination or, if Plan termination occurs after the date
upon which a Participant was eligible to Retire, then with
respect to that Participant as if he or she had Retired on the
date of Plan termination, shall be paid to the Participants as
follows: Prior to a Change in Control, if the Plan is
terminated with respect to all of its Participants, an
Employer shall have the right, in its sole discretion, and
notwithstanding any elections made by the Participant, to pay
such benefits in a lump sum or pursuant to an Annual
Installment Method of up to 15 years, with amounts credited
and debited during the installment period as provided herein.
If the Plan is terminated with respect to less than all of its
Participants, an Employer shall be required to pay such
benefits in a lump sum. After a Change in Control, the
Employer shall be required to pay such benefits in a lump sum.
The termination of the Plan shall not adversely affect any
Participant or Beneficiary who has become entitled to the
payment of any benefits under the Plan as of the date of
termination; provided however, that the Employer shall have
the right to accelerate installment payments without a premium
or prepayment penalty by paying the Account Balance in a lump
sum or pursuant to an Annual Installment Method using fewer
years (provided that the present value of all payments that
will have been received by a Participant at any given point of
time under the different payment schedule shall equal or
exceed the present value of all payments that would have been
received at that point in time under the original payment
schedule).
20
<PAGE>
Amendment. Any Employer may, at any time, amend or modify the
Plan in whole or in part with respect to that Employer by the
action of its board of directors or any duly authorized
committee thereof; provided, however, that no amendment or
modification shall be effective to decrease or restrict the
value of a Participant's Account Balance in existence at the
time the amendment or modification is made, calculated as if
the Participant had experienced a Termination of Employment as
of the effective date of the amendment or modification or, if
the amendment or modification occurs after the date upon which
the Participant was eligible to Retire, the Participant had
Retired as of the effective date of the amendment or
modification. The amendment or modification of the Plan shall
not affect any Participant or Beneficiary who has become
entitled to the payment of benefits under the Plan as of the
date of the amendment or modification; provided, however, that
the Employer shall have the right to accelerate installment
payments by paying the Account Balance in a lump sum or
pursuant to an Annual Installment Method using fewer years
(provided that the present value of all payments that will
have been received by a Participant at any given point of time
under the different payment schedule shall equal or exceed the
present value of all payments that would have been received at
that point in time under the original payment schedule).
Plan Agreement. Despite the provisions of Sections 11.1 and
11.2 above, if a Participant's Plan Agreement contains
benefits or limitations that are not in this Plan document,
the Employer may only amend or terminate such provisions with
the consent of the Participant.
Effect of Payment. The full payment of the applicable benefit
under Articles 4, 5, 6, 7 or 8 of the Plan shall completely
discharge all obligations to a Participant and his or her
designated Beneficiaries under this Plan and the Participant's
Plan Agreement shall terminate.
ARTICLE 12
Administration
Committee Duties. This Plan shall be administered by a
Committee which shall consist of the Board, or such committee
as the Board shall appoint. Members of the Committee may be
Participants under this Plan. The Committee shall also have
the complete discretion and authority to (i) make, amend,
interpret, and enforce all appropriate rules and regulations
for the administration of this Plan and (ii) decide or resolve
any and all questions including interpretations of this Plan,
as may arise in connection with the Plan. Any individual
serving on the Committee who is a Participant shall not vote
or act on any matter relating solely to himself or herself.
When making a determination or calculation, the Committee
shall be entitled to rely on information furnished by a
21
<PAGE>
Participant or the Company. Agents. In the administration of
this Plan, the Committee may, from time to time, employ agents
and delegate to them such administrative duties as it sees fit
(including acting through a duly appointed representative) and
may from time to time consult with counsel who may be counsel
to any Employer.
Binding Effect of Decisions. The decision or action of the
Committee with respect to any question arising out of or in
connection with the administration, interpretation and
application of the Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Plan.
Indemnity of Committee. All Employers shall indemnify and hold
harmless the members of the Committee, and any Employee to
whom the duties of the Committee may be delegated, against any
and all claims, losses, damages, expenses or liabilities
arising from any action or failure to act with respect to this
Plan, except in the case of willful misconduct by the
Committee or any of its members or any such Employee.
Employer Information. To enable the Committee to perform its
functions, each Employer shall supply full and timely
information to the Committee on all matters relating to the
compensation of its Participants, the date and circumstances
of the Retirement, Disability, death or Termination of
Employment of its Participants, and such other pertinent
information as the Committee may reasonably require.
Multiple Committees. The Board may divide the duties of the
Committee among more than one Committee. If more than one
Committee is established, the Board shall designate the scope
of authority of each such Committee. Each such Committee shall
have all the powers and privileges set forth above subject
only to any limitations on the scope of its authority imposed
by the Board.
22
<PAGE>
ARTICLE 13
Other Benefits and Agreements
Coordination with Other Benefits. The benefits provided for a
Participant and Participant's Beneficiary under the Plan are
in addition to any other benefits available to such
Participant under any other plan or program for employees of
the Participant's Employer. The Plan shall supplement and
shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.
ARTICLE 14
Claims Procedures
Presentation of Claim. Any Participant or Beneficiary of a
deceased Participant (such Participant or Beneficiary being
referred to below as a "Claimant") may deliver to the
Committee a written claim for a determination with respect to
the amounts distributable to such Claimant from the Plan. If
such a claim relates to the contents of a notice received by
the Claimant, the claim must be made within 60 days after such
notice was received by the Claimant. All other claims must be
made within 180 days of the date on which the event that
caused the claim to arise occurred. The claim must state with
particularity the determination desired by the Claimant.
Notification of Decision. The Committee shall consider a
Claimant's claim within a reasonable time, and shall notify
the Claimant in writing:
that the Claimant's requested determination has been made,
and that the claim has been allowed in full; or
that the Committee has reached a conclusion contrary,
in whole or in part, to the Claimant's requested
determination, and such notice must set forth in a
manner calculated to be understood by the Claimant:
1. the specific reason(s) for the denial of the
claim, or any part of it;
23
<PAGE>
2. specific reference(s) to pertinent
provisions of the Plan upon which such
denial was based;
3. a description of any additional material or
information necessary for the Claimant to
perfect the claim, and an explanation of why
such material or information is necessary;
and
4. an explanation of the claim review procedure
set forth in Section 14.3 below.
Review of a Denied Claim. Within 60 days after receiving a
notice from the Committee that a claim has been denied, in
whole or in part, a Claimant (or the Claimant's duly
authorized representative) may file with the Committee a
written request for a review of the denial of the claim.
Thereafter, but not later than 30 days after the review
procedure began, the Claimant (or the Claimant's duly
authorized representative):
A. may review pertinent documents;
B. may submit written comments or other documents; and/
or
C. may request a hearing, which the Committee, in its
sole discretion, may grant.
Decision on Review. The Committee shall render its decision on
review promptly, and not later than 60 days after the filing
of a written request for review of the denial, unless a
hearing is held or other special circumstances require
additional time, in which case the Committee's decision must
be rendered within 120 days after such date. Such decision
must be written in a manner calculated to be understood by the
Claimant, and it must contain:
A. specific reasons for the decision;
B. specific reference(s) to the pertinent Plan
provisions upon which the decision was based; and
C. such other matters as the Committee deems relevant.
Legal Action. A Claimant's compliance with the foregoing
provisions of this Article 14 is a mandatory prerequisite to a
Claimant's right to commence any legal action with respect to
any claim for benefits under this Plan.
24
<PAGE>
ARTICLE 15
Trust
Establishment of the Trust. The Company shall establish the
Trust, and each Employer shall at least annually transfer over
to the Trust such assets as the Employer determines, in its
sole discretion, are necessary to provide, on a present value
basis, for its respective future liabilities created with
respect to the Annual Deferral Amounts and Company Matching
Amounts for such Employer's Participants for all periods prior
to the transfer, as well as any debits and credits to the
Participants' Account Balances for all periods prior to the
transfer, taking into consideration the value of the assets in
the trust at the time of the transfer.
Interrelationship of the Plan and the Trust. The provisions of
the Plan and the Plan Agreement shall govern the rights of a
Participant to receive distributions pursuant to the Plan. The
provisions of the Trust shall govern the rights of the
Employers, Participants and the creditors of the Employers to
the assets transferred to the Trust. Each Employer shall at
all times remain liable to carry out its obligations under the
Plan.
Distributions From the Trust. Each Employer's obligations
under the Plan may be satisfied with Trust assets distributed
pursuant to the terms of the Trust, and any such distribution
shall reduce the Employer's obligations under this Plan.
ARTICLE 16
Miscellaneous
Status of Plan. The Plan is intended to be a plan that is not
qualified within the meaning of Code Section 401(a) and that
"is unfunded and is maintained by an employer primarily for
the purpose of providing deferred compensation for a select
group of management or highly compensated employee" within the
meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The
Plan shall be administered and interpreted to the extent
possible in a manner consistent with that intent.
Unsecured General Creditor. Participants and their
Beneficiaries, heirs, successors and assigns shall have no
legal or equitable rights, interests or claims in any property
or assets of an Employer. For purposes of the payment of
benefits under this Plan, any and all of an Employer's assets
shall be, and remain, the general, unpledged unrestricted
assets of the Employer. An Employer's obligation under the
Plan shall be merely that of an unfunded and unsecured promise
to pay money in the future.
25
<PAGE>
Employer's Liability. An Employer's liability for the payment
of benefits shall be defined only by the Plan and the Plan
Agreement, as entered into between the Employer and a
Participant. An Employer shall have no obligation to a
Participant under the Plan except as expressly provided in the
Plan and his or her Plan Agreement.
Nonassignability. Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt,
the amounts, if any, payable hereunder, or any part thereof,
which are, and all rights to which are expressly declared to
be, unassignable and non-transferable. No part of the amounts
payable shall, prior to actual payment, be subject to seizure,
attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed by
a Participant or any other person, be transferable by
operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency or be transferable to a
spouse as a result of a property settlement or otherwise.
Not a Contract of Employment. The terms and conditions of this
Plan shall not be deemed to constitute a contract of
employment between any Employer and the Participant. Such
employment is hereby acknowledged to be an "at will"
employment relationship that can be terminated at any time for
any reason, or no reason, with or without cause, and with or
without notice, unless otherwise expressly provided in a
written employment agreement. Nothing in this Plan shall be
deemed to give a Participant the right to be retained in the
service of any Employer or to interfere with the right of any
Employer to discipline or discharge the Participant at any
time.
Furnishing Information. A Participant or his or her
Beneficiary will cooperate with the Committee by furnishing
any and all information requested by the Committee and take
such other actions as may be requested in order to facilitate
the administration of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.
Terms. Whenever any words are used herein in the masculine,
they shall be construed as though they were in the feminine in
all cases where they would so apply; and whenever any words
are used herein in the singular or in the plural, they shall
be construed as though they were used in the plural or the
singular, as the case may be, in all cases where they would so
apply.
26
<PAGE>
Captions. The captions of the articles, sections and
paragraphs of this Plan are for convenience only and shall
not control or affect the meaning or construction of any of
its provisions.
Governing Law. Subject to ERISA, the provisions of this Plan
shall be construed and interpreted according to the internal
laws of the State of Rhode Island without regard to its
conflicts of laws principles.
Notice. Any notice or filing required or permitted to be given
to the Committee under this Plan shall be sufficient if in
writing and handdelivered, or sent by registered or certified
mail, to the address below:
Deferred Compensation Committee
IOMEGA Corporation
[Address]
Such notice shall be deemed given as of the date of delivery
or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.
Any notice or filing required or permitted to be given to a
Participant under this Plan shall be sufficient if in writing
and hand-delivered, or sent by mail, to the last known address
of the Participant.
Successors. The provisions of this Plan shall bind and inure
to the benefit of the Participant's Employer and its
successors and assigns and the Participant and the
Participant's designated Beneficiaries.
Validity. In case any provision of this Plan shall be illegal
or invalid for any reason, said illegality or invalidity shall
not affect the remaining parts hereof, but this Plan shall be
construed and enforced as if such illegal or invalid provision
had never been inserted herein.
Incompetent. If the Committee determines in its discretion
that a benefit under this Plan is to be paid to a minor, a
person declared incompetent or to a person incapable of
handling the disposition of that person's property, the
Committee may direct payment of such benefit to the guardian,
legal representative or person having the care and custody of
such minor, incompetent or incapable person. The Committee may
require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution
of the benefit. Any payment of a benefit shall be a payment
for the account of the Participant and the Participant's
Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment
amount.
27
<PAGE>
Distribution in the Event of Taxation.
In General. If, for any reason, all or any portion of
a Participant's benefits under this Plan becomes
taxable to the Participant prior to receipt, a
Participant may petition the Committee before a
Change in Control, or the trustee of the Trust after
a Change in Control, for a distribution of that
portion of his or her benefit that has become
taxable. Upon the grant of such a petition, which
grant shall not be unreasonably withheld (and, after
a Change in Control, shall be granted), a
Participant's Employer shall distribute to the
Participant immediately available funds in an amount
equal to the taxable portion of his or her benefit
(which amount shall not exceed a Participant's unpaid
Account Balance under the Plan). If the petition is
granted, the tax liability distribution shall be made
within 90 days of the date when the Participant's
petition is granted. Such a distribution shall affect
and reduce the benefits to be paid under this Plan.
Trust. If the Trust terminates in accordance with
Section 3.6(e) of the Trust and benefits are
distributed from the Trust to a Participant in
accordance with that Section, the Participant's
benefits under this Plan shall be reduced to the
extent of such distributions.
Insurance. The Employers, on their own behalf or on behalf of
the trustee of the Trust, and, in their sole discretion, may
apply for and procure insurance on the life of the
Participant, in such amounts and in such forms as the Trust
may choose. The Employers or the trustee of the Trust, as the
case may be, shall be the sole owner and beneficiary of any
such insurance. The Participant shall have no interest
whatsoever in any such policy or policies, and at the request
of the Employers shall submit to medical examinations and
supply such information and execute such documents as may be
required by the insurance company or companies to whom the
Employers have applied for insurance.
Legal Fees To Enforce Rights After Change in Control. The
Company and each Employer is aware that upon the occurrence of
a Change in Control, the Board or the board of directors of a
Participant's Employer (which might then be composed of new
members) or a shareholder of the Company or the Participant's
Employer, or of any successor corporation might then cause or
attempt to cause the Company, the Participant's Employer or
such successor to refuse to comply with its obligations under
the Plan and might cause or attempt to cause the Company or
the Participant's Employer to institute, or may institute,
litigation seeking to deny Participants the benefits intended
under the Plan. In these circumstances, the purpose of the
Plan could be frustrated. Accordingly, if, following a Change
in Control, it should appear to any Participant that the
Company, the Participant's Employer or any successor
corporation has failed to comply with any of its obligations
under the Plan or any agreement thereunder or, if the Company,
such Employer or any other person takes any action to declare
the Plan void or unenforceable or institutes any litigation or
other legal action designed to deny, diminish or to recover
from any Participant the benefits intended to be provided,
then the Company and the Participant's Employer irrevocably
authorize such Participant to retain counsel of his or her
choice at the expense of the Company and the Participant's
Employer (who shall be jointly and severally liable) to
represent such Participant in connection with the initiation
28
<PAGE>
or defense of any litigation or other legal action, whether by
or against the Company, the Participant's Employer or any
director, officer, shareholder or other person affiliated with
the Company, the Participant's Employer or any successor
thereto in any jurisdiction. The Company may recover any legal
fees paid if a court of competent jurisdiction finds that the
retention of counsel by the Participant was frivolous. If the
Participant prevails to any extent, the retention of counsel
shall be conclusively determined not to be frivolous.
<PAGE>
Schedule A
Fidelity Contrafund Income Fund
Fidelity Equity Income II Fund
Fidelity Diversified International Fund
Fidelity Short-Term Bond Fund
Fidelity Asset Manager Fund
Fidelity Export and Multinational Fund
Fidelity U.S. Bond Index Fund
Fidelity Real Estate Fund
FMMT Retirement MM Portfolio
Spartan U.S. Equity Index
<PAGE>
HALE AND DORR LLP
60 STATE STREET
BOSTON, MA 02109
(617) 526-6000
January 6, 1998
Iomega Corporation
1821 West Iomega Way
Roy, Utah 84067
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission, relating to the registration of $10,000,000
of deferred compensation obligations (the "Obligations"), which will represent
unsecured obligations of Iomega Corporation (the "Registrant"), in accordance
with the terms of the Iomega Corporation Nonqualified Deferred Compensation Plan
(the "Plan").
We have examined the Restated Certificate of Incorporation and the
By-Laws of the Registrant and all amendments thereto and the Plan and have
examined and relied on the originals, or copies certified to our satisfaction,
of such records of meetings of the directors of the Registrant, documents and
other instruments as in our judgment are necessary or appropriate to enable us
to render the opinions expressed below.
In examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, (ii) the conformity to original documents of all documents
submitted to us as conformed, facsimile or photostatic copies, (iii) the
authenticity of the originals of such latter documents and (iv) the legal
competence of all individual signatories. We have not made any investigation of
the laws of any jurisdiction other than the state laws of the Commonwealth of
Massachusetts, the federal laws of the United States and the Delaware General
Corporation Law statute, and we are opining herein solely with respect to the
state laws of the Commonwealth of Massachusetts, the federal laws of the United
States and the Delaware General Corporation Law statute. To the extent that the
laws of any other jurisdiction govern the agreements, matters or transactions as
to which we are opining herein, we have assumed, with your permission, that such
laws are identical to those of the state laws of the Commonwealth of
Massachusetts, and we are expressing no opinion herein as to whether such
assumption is reasonable or correct. We are expressing no opinion
<PAGE>
herein as to compliance by the Registrant with the state or federal securities
laws, or with state or federal antifraud laws. Our opinions below are qualified
to the extent that they may be subject to or affected by (i) applicable
bankruptcy, insolvency, reorganization, moratorium, usury, fraudulent conveyance
or similar laws affecting the rights of creditors generally, (ii) statutory or
decisional law concerning recourse by creditors to security in the absence of
notice or hearing, and (iii) duties and standards imposed on creditors and
parties to contracts, including, without limitation, requirements of good faith,
reasonableness and fair dealing. Furthermore, we express no opinion as to the
availability of any equitable or specific remedy, or as to the successful
assertion of any equitable defense, upon any breach of any agreements or
documents or obligations referred to therein, or any other matters, inasmuch as
the availability of such remedies or defenses may be subject to the discretion
of a court. We express no opinion as to the enforceability of any indemnity
provision that indemnifies any person against damages arising from its own
negligence or misconduct or as to any provision which provides indemnification
or contribution in respect of damages relating to violation of securities laws.
Based upon and subject to the foregoing, we are of the opinion that
when issued by the Registrant in the manner provided in the Plan, the
Obligations will be valid and binding obligations of the Registrant, enforceable
against the Registrant in accordance with their terms.
This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.
Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. Except
as specifically provided below, this opinion is solely for your benefit in
connection with the Registration Statement and may not be quoted or relied upon
by any other person or used for any other purpose, without our prior written
consent.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/Hale and Dorr LLP
HALE AND DORR LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
January 24, 1997 included or incorporated by reference in Iomega Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Salt Lake City, Utah
January 6, 1998
